Predictive Discovery : Share Purchase Plan Offer Document

For personal use only

Not for release to US wire services or distribution in the United States

Predictive Discovery Limited

(ACN 127 171 877)

Share Purchase Plan Offer Document

This Offer Document comprises the terms and conditions of the Predictive Discovery Limited (ACN 127 171 877) (Company) 2022 Share Purchase Plan (Offer) and are binding on any shareholder providing an application under the Offer.

1. Offer
2. 1. The Offer is an invitation to Eligible Shareholders to apply for fully paid ordinary shares in the Company (Shares) up to a maximum subscription of $30,000 at an issue price of $0.18 per Share (New Shares).
   2. The Offer to each Eligible Shareholder (as defined below) is made on the same terms and conditions.
   3. The Offer is non-renounceable.
3. Eligibility

You are only eligible to apply for New Shares (Eligible Shareholder) if:

1. your registered address in the Company's register of members is in Australia or New Zealand (subject to the restrictions described in paragraph 16 below);
2. you were registered as a holder of Shares as at 7:00pm (AEST) on 27 May 2022 (the Record Date); and
3. and you are not in the United States or acting for the account or benefit of a person in the United States.

3. Issue Price

1. The issue price for each New Share under the Offer is $0.18 per Share (Issue Price).
2. In accordance with the requirements of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument 2019/547) and ASX Listing Rule 7.2, Exception 5, the Company notes the following in respect of the Issue Price:
3. 1. On the last trading day immediately prior to the announcement date of the Offer (being Wednesday, 25 May 2022), the closing price of the Shares traded on the Australian Securities Exchange (ASX) was $0.20 per Share. The Issue Price is a 10% discount to that closing price.
   2. The volumed weighted average market price (VWAP) of the Company's Shares over the 5 trading days up to and including Wednesday, 25 May 2022 was $0.199 (5 Day VWAP). The Issue Price represents a 9.5% discount to the 5 Day VWAP. In accordance with ASX Listing Rule 7.2 Exception 5, the Issue Price is equal to or greater than 80% of the VWAP for the 5 days in

For personal use only

which trading in the Shares occurred before the date of the announcement of the Offer.

1. 1. The Issue Price is less than the market price of Shares during a 'specified period' in the 30 days before the date of the Offer (such specified period being the 5 days in which trading in Shares occurred before the date of announcement of the Offer, being Monday, 30 May 2022).
   2. The market price of Shares in the Company may rise and fall between the date of the Offer and the date that any New Shares are issued under this Offer.
   3. By making an application under this Offer, each Eligible Shareholder will be acknowledging that although the Issue Price is at a discount to the 5 Day VWAP, Shares are a speculative investment and the price of Shares on the ASX may change between the date of the Company announcing its intention to make the Offer and the date of issue of New Shares under the Offer. The Share prices may rise or fall, and the price of Shares might trade below or above the Issue Price. There can be no guarantee that trading prices will be sustained.
2. The Board recommends that you obtain your own financial and taxation advice in relation to the Offer and consider price movements of Shares in the Company prior to making an application under this Offer.

4. Number of New Shares

4.1 Application amount

1. If you are an Eligible Shareholder, you can apply for up to a maximum of $30,000 worth of New Shares. Eligible Shareholders can select one of the following alternatives:

Offer	Value	Number of New Shares
A	$5,000	27,778
B	$10,000	55,556
C	$15,000	83,333
D	$20,000	111,111
E	$25,000	138,889
E	$30,000	166,667

1. No fractions of New Shares will be issued. Where the determination of the entitlement to New Shares results in a fraction of New Shares, such fraction shall be rounded to the nearest whole New Share.
2. If the Company receives an amount that does not equal one of the amounts specified above, the Company may either:
3. 1. reject the application and refund in full the application money (without interest) to the Eligible Shareholder; or

For personal use only

1. 1. apply the dollar amount of the payment to the highest designated parcel that is less than the amount of the payment and refund the excess application money (without interest) to the Eligible Shareholder.
2. $30,000 maximum
3. 1. In order to comply with ASIC Instrument 2019/547, the maximum value of New Shares each Eligible Shareholder (irrespective of the size of their shareholding) may apply for under this Offer is $30,000 (including through joint holding(s), multiple share accounts or any holding in which they have a beneficial interest(s)). This limit will apply even if you receive more than one offer from the Company (for example, because you are a joint holder of shares or because you hold more than one shareholding under separate share accounts).
   2. The Board reserves the right to issue to an Eligible Shareholder fewer New Shares than the number applied for, for whatever reason, including to avoid the possible subscription of over $30,000 worth of New Shares by an Eligible Shareholder (including through joint holdings, multiple registered holdings or any holding in which they have a beneficial interest(s)).
4. Maximum number of New Shares to be issued and Scale Back policy
5. 1. Maximum amount: In accordance with ASX Listing Rule 7.2 Exception 5, the total number of New Shares under the Offer must not exceed 30% of the number of Shares currently on issue (ASX Limit). Subject to the ASX Limit, the Board reserves the right to determine the amount it raises through the Offer. At this stage, the maximum amount to be raised under the Offer will be capped at a total of $5,000,000 (before costs), being a maximum of 27,777,778 New Shares. However, the Board reserves the right to change this cap at its discretion by announcement to the ASX (subject to the ASX Limit).
   2. Scale back: The Board reserves the right to reject or scale back any applications in whole or in part at its absolute discretion (Scale Back). If there is a Scale Back, you may not receive all the New Shares for which you have applied. The Company may in its absolute discretion determine to apply the Scale Back to the extent and in the manner it sees fit, which may include taking into account a number of factors including, but not limited to:
   3. 1. the size of your shareholding at the Record Date;

1. the extent to which you have sold or purchased Shares since the Record Date;
2. whether you have multiple registered holdings;
3. the date on which your application was made; and
4. the total number of applications and New Shares subscribed for by Eligible Shareholders.

4.4 Return of excess application monies

The Company will refund to you by direct credit deposit to your nominated bank account (where you have given your nomination to the Share Registry) or by cheque, the difference between your application money and the total offer price for the New Shares issued to you.

For personal use only

5. Participation costs

Eligible Shareholders must pay the issue price per New Share and any fees or charges incurred in making an application under the Offer, for example, bank fees or fees of professional advisors. No commission is payable by the Company on the issue of the New Shares and no brokerage applies.

6. Rights attaching to New Shares

The rights of the New Shares are contained in the Constitution of the Company (which is available for inspection at the registered office of the Company during the period of the Offer).

The New Shares will be issued on the same terms and rank equally in all respects with the Company's existing Shares on issue.

7. Quotation of New Shares

The Company will apply for the New Shares to be quoted on ASX in accordance with the timetable in paragraph 13.

If the New Shares are not quoted on ASX, the New Shares will not be issued and all application monies will be refunded (without interest).

8. Allotment of New Shares

Subject to these terms and conditions, the New Shares will be allotted as soon as possible after the Offer closing date. The Company will send or cause to be sent to you a holding statement in due course.

9. Payment for New Shares

1. All amounts in this Offer are expressed in Australian dollars.
2. Eligible Shareholders may participate in the SPP by applying online on the Offer website https://events.miraqle.com/pdi-spp and pay directly via BPAY® (for Eligible Shareholders with an eligible Australian bank account). This is the fastest and easiest way to apply.
3. A New Zealand shareholder that is unable to pay by BPAY® should contact Link Market Services via the Shareholder Information Line on 1300 554 474], between 8.30am and 5.30pm (AEST), Monday to Friday, during the Offer period, to arrange alternative electronic funds transfer payment for the number of New Shares you wish to apply for.
4. If you make a payment by BPAY®, you are taken to make the certifications, representations and warranties described in this Offer Document.
5. Please note that your financial institution may apply limits on the use of your BPAY® or direct transfers (as applicable) and that you should make enquiry about the limits that apply in your personal circumstances.
6. If you do not provide the exact amount, the Company reserves the right to issue you a lesser number of New Shares and (if necessary) return a portion of your funds.

For personal use only

1. Risks
2. 1. New Shares are a speculative investment and the market price may change between the date you apply for New Shares and the date of issue of New Shares to you. Accordingly, the value of New Shares applied for may rise or fall.
   2. This Offer Document is not a prospectus and does not require the types of disclosures required under the Corporations Act 2001 (Cth) for a disclosure document. You must rely on your own knowledge of the Company, previous disclosures made by the Company to ASX, and, if necessary, consult your professional advisor when deciding whether or not to participate in the Offer.
   3. The terms and conditions of the Offer should be read in conjunction with the Company's continuous and periodic disclosures given to ASX, which are available on ASX's website at www.asx.com.au (under the Company's code "PDI") and the Company's website at www.predictivediscovery.com.
3. Privacy

By receiving completed Application Forms under the Offer, the Company collects personal information about shareholders. The Company will use this information for the purposes of processing the Application Form and updating the records of the Company. Unless required by the law, the Company will not disclose the personal information for another purpose without the consent of the shareholder. Except as stated by the law, shareholders are able to access, upon request, their personal information held by the Company. For further information about how we manage your personal information or if you wish to obtain a copy of the Company's Privacy policy, please contact us.

1. Use of funds
2. 1. The Board presently intends that the funds raised from the Offer will be applied towards:
   2. 1. infill, extensional and regional drilling at the Company's flagship Bankan Gold
         Project;
      2. baseline ESG workstreams; and
      3. general working capital.
   3. As with any intended budget or use of funds, this is a statement of current intentions as at the date of this Offer. Intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.
3. Timetable
4. 1. The key dates in relation to this Offer are summarised below.

Event	Date
Record Date (7:00pm AEST)	Friday, 27 May 2022
Announcement of Offer	Monday, 30 May 2022