Firefinch : Leo Lithium Limited Prospectus

Leo Lithium Limited

ACN 638 065 068

Prospectus

For an initial public offering of Shares to raise up to $100 million, comprising:

• (a) a pro-rata priority offer to Eligible Firefinch Shareholders of up to 114.35 million fully paid ordinary shares in Leo Lithium Limited (Leo Lithium)(Shares) on the basis of 1 Leo Lithium Share for every 10.33 Firefinch Shares held by Eligible Firefinch Shareholders at 5.00pm on 5 May 2022, at an issue price of $0.70 per Share to raise up to $80 million (before expenses) (Pro-rata Offer);

• (b) an additional offer to Eligible Firefinch Shareholders and Eligible Institutional Investors of Shares from any Shortfall under the Pro-rata Offer at an issue price of $0.70 per Share; and

• (c) an offer to Firefinch of up to 28.57 million Shares at an issue price of $0.70 per Share to Firefinch to raise up to $20 million.

IMPORTANT NOTICE

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its contents or are in doubt as to the course you should follow, you should consult your stockbroker, accountant or professional adviser before deciding to apply for New Shares under the Offer.

The securities offered by this Prospectus should be considered as speculative.

Not for release or distribution in the United States except by the Company toEligible Firefinch Shareholders.

Important Notices

objectives, financial situation or particular needs (including financial and tax issues) of any prospective investor.

The Offer and Ancillary Offer

This Prospectus is issued by Leo Lithium Limited ACN 638 065 068 (Leo Lithium or Company) for the purposes of Chapter 6D of the Corporations Act and the ASX Listing Rules. The offers contained in this Prospectus comprise:

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a pro-rata priority offer to Eligible Firefinch Shareholders of up to 114.35 million Shares on the basis of 1 Leo Lithium Share for every 10.33 Firefinch Shares held by Eligible Firefinch Shareholders at 5.00pm on 5 May 2022, at an issue price of $0.70 per Share to raise up to $80 million (before costs) (Pro-rata Offer);

It is important that you read this Prospectus carefully and in its entirety before deciding whether to invest in the Company. In particular, in considering the prospects of the Company, you should consider the risk factors that could affect the performance of the Company. You should carefully consider these risks in light of your investment objectives, financial situation and particular needs (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in the Shares. Some of the key risk factors that should be considered by prospective investors are set out in Sections 1.5 and 4. There may be risk factors in addition to these that should be considered in light of your personal circumstances.



an additional offer to Eligible Firefinch Shareholders and Eligible Institutional Investors of Shares from any Shortfall under the Pro-rata Offer at an issue price of $0.70 per Share (Shortfall Offer); and

No person named in this Prospectus, nor any other person, guarantees the performance of the Company, the repayment of capital by the Company or the payment of a return on the Shares.



an offer to Firefinch of up to 28.57 million Shares at an issue price of $0.70 per Share to Firefinch to raise up to $20 million (Firefinch Offer).

This Prospectus also contains an offer of 8,360,000 Options to the Directors of Leo Lithium on and subject to the terms set out in this Prospectus (Ancillary Offer).

See Section 6 for further information on the Offer and the Ancillary Offer.

Lodgement and Listing

This Prospectus is dated 29 April 2022 and was lodged with ASIC on that date (Prospectus Date).

Exposure Period

The Corporations Act prohibits the Company from processing applications to subscribe for, or acquire, Shares offered under this Prospectus (Applications) in the seven day period after lodgement of this Prospectus with ASIC (Exposure Period). This Exposure Period may be extended by ASIC by up to a further seven days.

The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. The examination may result in the identification of deficiencies in this Prospectus, in which case any Application may need to be dealt with in accordance with section 724 of the Corporations Act.

The Company will apply to the ASX within seven days after the Prospectus Date for admission of the Company to the Official List and quotation of the Shares on the ASX (Listing).

Neither ASIC nor the ASX takes any responsibility for the content of this Prospectus or for the merits of the investment to which this Prospectus relates.

Expiry date

No Shares will be issued or transferred on the basis of this Prospectus after the expiry date, being 13 months after the Prospectus Date.

Note to Applicants

The information contained in this Prospectus is not financial product advice and does not take into account the investment

Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on any Applications received during the Exposure Period.

Photographs and diagrams

Photographs and diagrams used in this Prospectus that do not have descriptions are for illustration only and should not be interpreted to mean that any person shown in them endorses this Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale or accurately represent the technical aspects of the products.

Disclaimer and forward-looking statements

No person is authorised to give any information or make any representation in connection with the Offer which is not

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contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company or its the Directors, the Joint Lead Arrangers or any other person in connection with the Offer. You should rely only on information in this Prospectus when deciding whether to invest in Shares. Except as required by law, and only 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.

This Prospectus contains forward-looking statements which are statements that may be identified by words such as "may", "will", "would", "should", "could", "believes", "estimates", "expects", "intends", "plans", "anticipates", "predicts", "outlook", "forecasts", "guidance" and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions and on a number of best estimate assumptions regarding future events and actions that, at the Prospectus Date, are expected to take place.

No person who has made any forward-looking statements in this Prospectus (including the Company) has any 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, other than to the extent required by law.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the directors and management of the Company. Forward-looking statements should therefore be read in conjunction with, and are qualified by reference to, Sections 3 and 4, and other information in this Prospectus. The Company cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. The Company, the Company's service provider, Computershare Investor Services Pty Ltd (Share Registry) and the Joint Lead Arrangers disclaim all liability, whether in negligence or otherwise, to persons who trade Shares before receiving their holding statement.

The Joint Lead Arrangers to the offer of any Shortfall Shares to new investors under the Shortfall Offer, together with their respective related bodies corporate, shareholders or affiliates and their respective officers, directors, employees, affiliates, agents or advisers (each a Limited Party), have not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this Prospectus and there is no statement in this Prospectus which is based on any statement made by a Limited Party.

No representation or warranty, express or implied, is made by the Company, its related bodies corporate, any of their respective officers, directors, employees, agents or advisers, nor any Limited Party as to the accuracy, reliability, completeness or fairness of the information, opinions and conclusions contained in this Prospectus. In particular, the Limited Parties have not independently verified such information and take no responsibility for any part of this Prospectus or the Offer.

To the maximum extent permitted by law, each Limited Party expressly disclaims any and all liability including, without limitation, any liability arising out of fault or negligence, for any direct, indirect, consequential or contingent loss or damage arising from the use of information contained in this Prospectus. Statements made in this Prospectus are made only as at the Prospectus Date.

The Limited Parties make no recommendations as to whether you or your related parties should participate in the Offer nor do they make any representations or warranties to you concerning the Offer, and you represent, warrant and agree that you have not relied on any statements made by a Limited Party in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them.

Investors acknowledge and agree that determination of eligibility of investors for the purposes of the Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Company and/or the Limited Parties, and each of the Limited Parties disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law. The Limited Parties may rely on information provided by or on behalf of institutional investors in connection with the offer of Shortfall Shares to Eligible Institutional Investors under the Shortfall Offer and without having independently verified that information and the Limited Parties do not assume any responsibility for the accuracy or completeness of that information.

The Joint Lead Arrangers and their respective affiliates are full service financial institutions engaged in various activities, which may include trading, financing, corporate advisory, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The Joint Lead Arrangers and their affiliates have provided, and may in the future provide, financial advisory, financing services and other services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses. In the ordinary course of its various business activities, the Joint Lead Arrangers and their respective affiliates may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other

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financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the Company, and/or persons and entities with relationships with the Company. The Joint Lead Arrangers and their respective affiliates may also communicate independent investment recommendations, market colour or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Statements of past performance

internally generated data (including industry research and interviews with industry participants). The Company's internally generated data is based on estimates and assumptions that both the Directors and the Company's management believe to be reasonable, as at the Prospectus Date.

The Industry Data has not been independently prepared or verified and none of the Company or the Joint Lead Arrangers can assure you as to its accuracy or the accuracy of the underlying assumptions used to estimate such Industry Data. The Company's estimates involve risks and uncertainties and are subject to change based on various factors, including those described in the risk factors set out in Section 4.

This Prospectus includes information regarding the past performance of the Company. Investors should be aware that past performance should not be relied upon as being indicative of future performance.

Investors should note that industry and sector data and statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual industry or market conditions.

Financial information presentation

Obtaining a copy of this Prospectus

All references to FY19, FY20 and FY21 appearing in this Prospectus are to the financial years ended or ending 31 December 2019, 31 December 2020 and 31 December 2021, unless otherwise indicated.

All financial amounts contained in this Prospectus are expressed in Australian dollars unless otherwise stated. Any discrepancies between totals and sums and components in tables, figures and diagrams contained in this Prospectus are due to rounding.

Section 3 sets out in detail the Financial Information referred to in this Prospectus. The basis of preparation of the Financial Information is set out in Section 3.2.

The Historical Financial Information has been prepared and presented in accordance with the recognition and measurement principles of Australian Accounting Standards (as adopted by the Australian Accounting Standards Board), which comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board.

The Financial Information in this Prospectus should be read in conjunction with, and it is qualified by reference to, the information contained in Sections 3 and 4.

Market and industry data based primarily on management estimates

This Prospectus contains data relating to the industries, segments, sectors and channels in which the Company operates (Industry Data).

Unless otherwise stated, this information has been prepared by the Company using both publicly available data andDuring the Exposure Period, an electronic version of this Prospectus (without an Application Form) will be available in electronic form to Australian residents on the Company's offer website,https://leooffer.thereachagency.com. Application Forms will not be made available until after the Exposure Period has expired.

The Offer constituted by this Prospectus in electronic form is available only to Australian residents accessing the website within Australia and is not available to persons in any other jurisdictions, including the United States.

A hard copy of the Prospectus is available free of charge during the Offer Period to any person in Australia by calling the Offer Information Line on 1300 850 505 (toll free within Australia) or [phone] (outside Australia) between 8:30am and 5:00pm (Sydney time), Monday to Friday.

Applications for Shares may only be made on the Application Form attached to, or accompanying, this Prospectus in its hard copy form, or in its soft copy form available online athttps://leooffer.thereachagency.com, together with an electronic copy of this Prospectus. By making an Application, you declare that you were given access to the Prospectus, together with an Application Form.

Applications for the Ancillary Offer can only be submitted by the Directors.

The Corporations Act prohibits any person from passing the Application Form on to another person unless it is attached to, or accompanied by, this Prospectus in its paper copy form or the complete and unaltered electronic version of this Prospectus.

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No cooling off rights

Cooling off rights do not apply to an investment in Shares pursuant to the Offer. This means that, in most circumstances, you cannot withdraw your Application once it has been accepted.

No offering where illegal

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Shares or the Offer in any jurisdiction outside Australia. The distribution of this Prospectus (including in electronic form) outside Australia may be restricted by law and persons who come into possession of this Prospectus outside Australia should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This Prospectus does not constitute an offer to sell, or a solicitation of any offer to buy, securities in the United States. In particular, the Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any State of the United States, and may not be offered or sold, directly or indirectly, in the United States except in transactions exempt from or not subject to the registration requirements of the US Securities Act and any other applicable US securities laws.

This Prospectus may not be distributed in the United States or elsewhere outside Australia unless it is accompanied by an International Offering Circular. Eligible Firefinch Shareholders outside Australia may subscribe for Shares under the International Offering Circular.

See Section 6.20 for more detail on selling restrictions that apply to the Offer and sale of Shares in jurisdictions outside Australia.

Competent Person statements

The information in this Prospectus that relates to Mineral Resources is based on information compiled by Mr Simon McCracken, a Competent Person who is a member of the Australian Institute of Geoscientists. Mr McCracken is an employee and shareholder of Firefinch. Mr McCracken confirms there is no potential for a conflict of interest in acting as a Competent Person. Mr McCracken has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ('the JORC Code')". Mr McCracken consents to the inclusion in the Prospectus of the matters based on his information in the form and context in which it appears.

The information in this Prospectus that relates to Ore Reserves is based on information compiled by Mr Quinton de Klerk, who is employed by Cube Consulting. Mr de Klerk is a fellow of the AusIMM and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and the activity he is undertaking to qualify as a Competent Person as defined in the JORC Code. Mr de Klerk consents to the inclusion in the Report of the matters based on his information in the form and context in which it appears.

The information in this Prospectus relating to metallurgical test work is based on technical data compiled or supervised by Mr Walter Mädel, who was formerly a full time employee of Mali Lithium Limited (now Firefinch). Mr Mädel confirms there is no potential for a conflict of interest in acting as a Competent Person. Mr Mädel is a member of the AusIMM and a mineral processing professional with over 27 years of experience in metallurgical process and project development, process design, project implementation and operations. Of his experience, at least 5 years have been specifically focused on hard rock pegmatite lithium processing development. Mr Mädel has sufficient experience which is relevant to the style of activity he is undertaking to qualify as a Competent Person as defined in the JORC Code. Mr Mädel consents to the inclusion in the Report of the matters based on his information in the form and context in which it appears.

Target Market Determination

In accordance with the design and distribution obligations under the Corporations Act, a Target Market Determination (TMD) has been prepared by the Company. The TMD determines the target market for the offer of Options under the Ancillary Offer pursuant to this Prospectus. The Company will only distribute this Prospectus, insofar as it relates to the Ancillary Offer, to the Directors. By making an application under the Ancillary Offer, you warrant that you have read and understood the TMD and that you fall within the target market as set out in the TMD on the Company's website,www.leolithium.com.

Privacy

By completing an Application Form, you are providing personal information to the Company through the Share Registry, which is contracted by the Company to manage Applications. The Company, the Share Registry, Company's agents and service providers may collect, hold, disclose and use that personal information to process your Application, service your needs as a Shareholder, provide facilities and services that you request and carry out appropriate administration, and for other purposes related to your investment listed below.

If you do not provide the information requested in the Application Form, the Company and the Share Registry may not be able to process or accept your Application.

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