BSA : Capital Raising Prospectus

BSA Limited

ACN 088 412 748

Prospectus

For an accelerated non-renounceable entitlement offer of one (1) New Share for every 3.19 Shares registered as being held by Eligible Shareholders, as at the Record Date, at an issue price of $0.10 per New Share to raise up to approximately $13.685 million (before expenses), with no minimum subscription, and the issue of one (1) Attaching Option for every one (1) New Share issued (for nil additional consideration) (Entitlement Offer).

This Prospectus has also been prepared for the offer of Attaching Options to participants in the Placement (for nil consideration) so that the relief provided under ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80 with respect to the on-sale provisions of section 707 of the Corporations Act is available.

NOT FOR RELEASE TO U.S. WIRE SERVICES

IMPORTANT NOTICE

This document is important and should be read in its entirety. If, after reading this Prospectus, you have any questions about the Shares or Attaching Options being offered pursuant to this Prospectus or any other matter, then you should consult with your stockbroker, accountant or other professional adviser.

Neither ASIC nor ASX, nor any of their respective officers or employees, take any responsibility for this Prospectus or the merits of the investment to which this Prospectus relates.

The Shares and Attaching Options offered in accordance with this Prospectus should be considered as a speculative investment.

Important Notices

This Prospectus is dated 6 April 2022 and was lodged with ASIC on that date. ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Shares and Attaching Options the subject of this Prospectus should be considered speculative.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and options to acquire continuously quoted securities and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making the representations contained in this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters can reasonably be expected to be known to investors and professional advisers whom they may consult.

No exposure period applies to this Prospectus by operation of the Corporations Act (in respect of the New Shares) and ASIC Corporations (Exposure Period) Instrument 2016/74 (in respect of the Attaching Options).

No Shares or Attaching Options will be issued pursuant to this Prospectus after the date that is 13 months after the date of this Prospectus.

Electronic prospectus

Shareholders can obtain a copy of this Prospectus from the Company's website athttps://www.bsa.com.au/. The electronic version of this Prospectus on the Company's website will not include an Application Form. Eligible Shareholders will only be entitled to subscribe for Shares andAttaching Options under the Entitlement Offer and Top-Up Offers in accordance with the instructions in the personalised Application Form which accompanies a paper copy of this Prospectus. Applicants under the Institutional Bookbuild and Placement Option Offer who are not Shareholders and Applicants under the Public Shortfall Offer will only be entitled to subscribe for Shares and Attaching Options in accordance with the instructions in the Application Form accompanying a copy of this Prospectus that is provided to them by the Company or the Lead Manager.

Financial forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and do not believe that they have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

The pro-forma financial information provided in this Prospectus is for illustrative purposes only and is not represented as being indicative of the Company's view on its future financial condition or performance.

Privacy

By submitting an Application, you will be providing personal information to the Company (directly or via the Company's Share Registry). The Company collects, holds and will use that information to assess your Application, service your needs as a holder of Shares and/or Attaching Options and facilitate the distribution of payments and corporate communications to you as a Shareholder.

The information may also be used and disclosed to persons inspecting the Company's register, bidders for your Shares in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's Share Registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its Share Registry if you wish to do

so at the relevant contact numbers set out in this Prospectus.

Forward Looking Statements

Some of the statements appearing in this Prospectus may be in the nature of forward looking statements, including statements of current intention, statements of opinion and predictions as to possible future events. These may be identified by words such as 'may', 'could', 'believes', 'estimates', 'expects', or 'intends' and other similar such words that involve risks or uncertainties.

You should be aware that such statements are not statements of fact or guarantees and there can be no certainty of outcome in relation to the matters to which the statements relate. Forward looking statements are subject to many inherent risks and uncertainties before actual outcomes are achieved.

To the maximum extent permitted by law, none of the Company or any person named in this Prospectus or any person involved in the preparation of this Prospectus makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any intentions or outcomes expressed or implied in any forward looking statement and disclaim all responsibility and liability for such forward looking statements (including, without limitation, liability for negligence). The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. You are cautioned not to place undue reliance on any forward looking statement having regard to the fact that the outcome may not be achieved. For further information, please see the Company's past announcements released to ASX.

Except as required by law, and only then to the extent so required, neither the Company nor any other person warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Prospectus.

Overseas Shareholders

The offer of New Shares and Attaching Options pursuant to this Prospectus does not, and is notintended to, constitute an offer, invitation or issue in any place in which, or to any person to whom, it would be unlawful to make such an offer, invitation or issue. This Prospectus has not been, nor will it be, lodged, filed or registered with any regulatory authority in the securities laws of any country.

No action has been taken to register or qualify the offer of the New Shares or the Attaching Options or otherwise to permit an offering of the New Shares or Attaching Options in any jurisdiction outside Australia.

The distribution of this Prospectus and the accompanying Application Form outside of Australia or New Zealand may be restricted by law and persons who come into possession of the Prospectus and the accompanying Application Form should seek advice on and observe those restrictions.

Any failure to comply with those restrictions may constitute a violation of applicable securities laws. The Company reserves the right to treat as invalid any Application which does not comply with the requirements of this Prospectus or the Application Form or which the Company believes has been sent for, or on the account of, a person located in a jurisdiction to whom it would be illegal to make the offer of New Shares and Attaching Options pursuant to this Prospectus.

Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your application for New Shares and/ or Attaching Options is subject to all requisite authorities and clearances being obtained for the Company to lawfully receive your application monies.

New Zealand

The New Shares and Attaching Options are not being offered to the public within New Zealand other than to Eligible Shareholders with registered addresses in New Zealand to whom the offer of New Shares and Attaching Options is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 (New Zealand).

This Prospectus has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand

regulatory authority in accordance with the Financial Markets Conduct Act 2013 (New Zealand). This Prospectus is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

United States

None of the information in this Prospectus, or the Application Form that will accompany this Prospectus when it is despatched to Eligible Shareholders, constitutes an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither this Prospectus (or any part of it), nor the Application Form when that is to be made available, may be released or distributed directly or indirectly, to persons in the United States.

The New Shares and Attaching Options have not been, and will not be, registered pursuant to the United States Securities Act of 1933 (as amended) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States.

Notice to Nominees and Custodians

Eligible Shareholders that are recorded in the Company's Share register as having an address in

• 1. Contents

  Australia or New Zealand that hold Shares on behalf of persons who are resident in jurisdictions outside of Australia and New Zealand are responsible for ensuring that subscribing for that Entitlement in accordance with the Entitlement Offer does not breach regulations in the relevant overseas jurisdiction. The return of a duly completed Application will be taken by the Company to constitute a representation that there has been no breach of those regulations.

  Public Shortfall Offer and Placement Option Offer

  The offer of Shares and Attaching Options pursuant to the Public Shortfall Offer and Placement Option Offer is only being extended to persons who are Australian residents and other persons to whom the Board is satisfied, in its sole discretion, that it would not be unlawful to offer Shares or Attaching Options to, with or without any such conditions as the Board sees fit (in its sole discretion), based on the local laws of the country in which an Applicant may reside.

  Capitalised terms

  Capitalised terms used in this Prospectus have the same meaning as those given in the Glossary contained in section 10 of this Prospectus.

• 1. Contents

• 2. Key Offer Information and Timetable

• 3. Chairman's Letter

• 4. Investment Overview

• 5. Acceptance of Offers and Applications

• 6. Rights and liabilities attaching to Shares

• 7. Rights and liabilities of Attaching Options

• 8. Risks

• 9. Additional information

• 10. Glossary

• 11. Corporate Directory

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• 2. Key Offer Information and Timetable

• 2.1 Summary Offer Details

  Trading halt	6 April 2022
  Prospectus date	6 April 2022
  Announcement of Capital Raising and lodge prospectus with ASIC and ASX	6 April 2022
  Announcement of completion of Institutional Entitlement Offer, Institutional Bookbuild and Placement Trading resumes on an ex-entitlement basis	7 April 2022
  Record date for Retail Entitlement Offer (7.00pm (Sydney time)) (Record Date)	8 April 2022
  Settlement of Placement and Institutional Entitlement Offer	13 April 2022
  Prospectus, personalised Application Forms despatched to Eligible Retail Shareholders and ineligible Shareholder Letters despatched and announcement of despatch	13 April 2022
  Retail Entitlement Offer opens	13 April 2022
  Issue of New Shares under the Placement and Institutional Entitlement Offer (before noon)	14 April 2022
  Quotation of New Shares under the Institutional Entitlement Offer and Placement	19 April 2022
  Last day to extend the Closing Date for the Retail Entitlement Offer (before noon)	29 April 2022
  Closing Date for the Retail Entitlement Offer (5.00pm (Sydney time))	4 May 2022
  Announcement of results of Retail Entitlement Offer (before noon)	11 May 2022
  Issue of New Shares and Attaching Options issued under the Retail Entitlement Offer	11 May 2022
  Issue of Attaching Options issued under the Placement and Institutional Entitlement Offer	11 May 2022
  Quotation of New Shares and Attaching Options issued under the Retail Entitlement Offer and Attaching Options issued under the Placement and Institutional Entitlement Offer	12 May 2022

  Issue Price	$0.10
  Ratio	One (1) New Share for every 3.19 Shares held
  Total Number of New Shares offered under this Prospectus	136,856,128
  Total Number of Attaching Options offered under this Prospectus	155,000,000
  Total Number of Shares on issue following the Capital Raising (before the exercise of any Attaching Options)	591,571,046
  Total amount to be raised under the Capital Raising (before the exercise of any Attaching Options)	$15,500,000
  Total number of Shares on issue following the Capital Raising (if all Attaching Options are exercised)	901,571,046
  Amount to be raised if all available Attaching Options are issued and exercised	$15,500,000
  Market capitalisation at the issue price (before the exercise of any Attaching Options)	$59,157,105

• 2.2 Timetable

The above timetable is subject to the ASX Listing Rules and the Corporations Act and the Directors reserve the right to vary these dates. You cannot withdraw an Application once it has been accepted. No cooling-off rights apply to the offers made pursuant to this Prospectus. The commencement of Quotation of New Shares and Attaching Options is subject to confirmation from ASX.