Announcement PDF ASX: OD6 Share Purchase Plan – Letter to Eligible Shareholders Dear Shareholder, As announced on 26 March 2024, OD6 Metals Limited (Company or OD6) (ASX:OD6) is please to offer eligible shareholders the opportunity to participate in the Company’s Share Purchase Plan (SPP) seeking to raise up to $1,000,000. Eligible shareholders are those shareholders with a registered address in Australia or New Zealand who were on the Company's share register at 5.00pm (AWST) on Monday, 25 March 2024 (Record Date) (Eligible Shareholders). The SPP will provide an opportunity for Eligible Shareholders to apply for up to $30,000 worth of new Shares at an issue price of $0.071 per Share, being the same issue price as Shares under the Placement announced on 26 March 2024. The SPP offer period will open on Wednesday, 3 April 2024 and close at 5.00pm (AWST) on Tuesday, 23 April 2024, subject to the Company's discretion to amend these dates. Shares issued under the SPP will rank equally with the Company's existing shares with effect from their issue. This letter is to notify you that the SPP is now open and provide you with instructions as to how to obtain a copy of the Offer Booklet and how you can make your application. Capitalised terms used, but not defined, in this letter have the meaning given in the Offer Booklet. How to Apply An offer booklet containing the terms and conditions of the SPP was lodged with ASX on 3 April 2024 (Offer Booklet). The Company will not be printing / dispatching hard copies of the Offer Booklet or Application Forms, except in response to a specific request by a Shareholder. Instead, an electronic copy of the Offer Booklet, along with instructions on how to apply under the SPP via BPAY® is available at www.computersharecas.com.au/OD6SPP (using your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) which is included near the top right of this page). For New Zealand Eligible Shareholders only, that are unable to pay by BPAY®, your personalised application form available at www.computersharecas.com.au/OD6SPP contains instructions on how to apply via EFT. If a Shareholder specifically requests paper copies of the above items to be mailed to them, these will be sent free of charge. You can apply for up to a maximum of $30,000 worth of new Shares under the Offer. Eligible Shareholders can apply for new Shares in parcels valued at $2,000, $5,000, $7,500, $10,000, $15,000, $20,000, $25,000 or $30,000. The Company reserves the right to scale back any applications in accordance with the terms and conditions set out in the Offer Booklet. Applications under the SPP can only be made by Eligible Shareholders and an Eligible Shareholder’s right to participate in the SPP is not transferable. OD6 Metals Ltd Level 1, 50 Kings Park Road, West Perth, WA 6005 ACN 654 839 602 PO Box 277, North Beach, WA 6920 PO Box 2009, Esperance, WA 6450 The SPP is scheduled to close at 5:00pm (AWST) on Tuesday, 23 April 2024. Payment must be received before this time. You should read the Offer Booklet carefully and in its entirety before deciding whether to participate in the SPP. Key Dates Event Date Record Date 5:00pm (AWST) on Monday, 25 March 2024 Placement and SPP Announcement Tuesday, 26 March 2024 Lodgement of Appendix 3B Despatch of letters to Eligible Shareholders Wednesday, 3 April 2024 Release Offer Booklet on ASX SPP Offer open Wednesday, 3 April 2024 Settlement of Placement Shares 8:00AM (WST) Friday, 5 April 2024 Allotment of Placement Shares Monday, 8 April 2024 SPP Offer closes 5:00pm (AWST) on Tuesday 23 April 2024 Announcement of Results of SPP Friday, 26 April 2024 Issue of Shares under SPP Tuesday 30 April 2024 Lodgement of Appendix 2A Note: This timetable is indicative only and subject to change. The commencement of trading and quotation of Shares under the Placement and SPP is subject to confirmation from ASX. Subject to the requirements of the Corporations Act, the ASX Listing Rules and other applicable rules, OD6 reserves the right to amend this timetable at any time, including extending the period for the SPP or accepting late applications, either generally or in particular cases, without notice. Accordingly, shareholders are encouraged to submit their application forms as early as possible. All times are AWST. Further Information If you have any questions on how to participate in the SPP, please call the Share Registry on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) any time between 8:30am and 5:00pm (Sydney time) Monday to Friday. Joel Ives Company Secretary OD6 Metals Limited 2 OD6 Metals Limited ACN 654 839 602 Share Purchase Plan For an offer by the Company of up to $30,000 worth of Shares to each Eligible Shareholder to raise, in total, a maximum of $1,000,000. Applications for Shares under the Offer must be received by 5:00pm (AWST) on 23 April 2024. Important: This is an important document that should be read in its entirety. If you are in any doubt or have any questions about this document, you should promptly consult your stockbroker, accountant or other professional adviser. This document is not a prospectus. It does not contain all the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding the new Shares offered by this document. This document does not take into account the individual investment objectives, financial situation or particular needs of each Eligible Shareholder. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS Contents Important Information 1 Key Numbers and Dates 2 Chairman’s Letter 3 1 Offer Details 4 2 Risk Factors 9 3 Applications 17 4 Additional Information 20 5 Definitions 23 Corporate Directory 25 i Important Information General This Offer Booklet is issued by OD6 Metals Limited (ACN 654 839 602) (Company) and is dated 3 April 2024. This Offer Booklet is not a prospectus under the Corporations Act or under any other law, and it has not been lodged with ASIC. Neither ASIC or ASX take responsibility for the contents of this Offer Booklet or the merits of the investment to which this Offer Booklet relates. This Offer Booklet has been prepared in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, which allows a company to offer securities under a share purchase plan without the use of a prospectus, subject to certain requirements. The level of disclosure required in this Offer Booklet is significantly less than what would be required in a prospectus. Any investment in the Company should be considered highly speculative and you must rely on your own knowledge of the Company and previous disclosures made by the Company to ASX. Shareholders who are in any doubt or have any questions about this Offer Booklet should promptly consult their stockbroker, accountant or other professional adviser before deciding to apply for Shares under the Offer. No person is authorised to give any information or to make any representation in relation to the Offer which is not contained in this Offer Booklet. Any such information or representations may not be relied upon as having been authorised by the Company. Publicly available information Information about the Company is publicly available and can be obtained from ASIC and ASX (including at www.asx.com.au/markets/company/od6). The contents of any website, or ASIC or ASX filing by the Company are not incorporated into this Offer Booklet and do not constitute part of the Offer. This Offer Booklet is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Shareholders should therefore have regard to the other publicly available information in relation to the Company before making a decision on whether or not to invest in the Company or its Shares. considering the prospects of the Company, Shareholders should consider the risk factors that could affect the financial performance and assets of the Company. Shareholders should carefully consider these factors in light of their personal circumstances (including financial and tax issues). See section 2 for further information. Applications Eligible Shareholders wishing to apply for Shares under the Offer must do so using an Application Form obtained from the Share Registry (see section 3). Before applying for Shares, Shareholders should carefully read this Offer Booklet. Foreign restrictions This Offer Booklet 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 to extend such an invitation. No action has been taken to register this Offer Booklet or otherwise to permit the offering of securities in any jurisdiction outside Australia. Financial amounts All references in this Offer Booklet to “$”, “A$”, “AUD”, “dollars” or “cents” are references to Australian currency unless otherwise stated. Any discrepancies between the totals and sums of components in tables contained in this Offer Booklet are due to rounding. Definitions and time A number of terms and abbreviations used in this Offer Booklet have defined meanings which are set out in section 5. All references to time relate to the time in Perth, Western Australia unless otherwise stated or implied. Governing law This Offer Booklet and the contracts that arise from the acceptance of applications under this Offer Booklet are governed by the law applicable in Western Australia and each applicant submits to the exclusive jurisdiction of the courts of Western Australia. Risk factors Before deciding to invest in the Company, Shareholders should read the entire Offer Booklet and in particular, in 1 Key Numbers and Dates Key Numbers Amount Issue Price per Share under the Offer $0.071 Maximum amount an Eligible Shareholder may invest under the Offer $30,000 Maximum funds to be raised under the Offer (before costs) Issue price per Share under the Placement Funds raised under the Placement (before costs) Key Events Record Date for the Offer $1,000,000 $0.071 $1,500,000 Date 5:00pm (AWST) on Monday, 25 March 2024 Announcement of Offer and Placement Tuesday, 26 March 2024 Opening Date for the Offer Wednesday, 3 April 2024 Despatch of letters to Eligible Shareholders Shares issued under the Placement Closing Date for the Offer Results of the Offer announced to ASX Shares issued under the Offer Monday, 8 April 2024 5:00pm (AWST) on Tuesday, 23 April 2024 Friday, 26 April 2024 Tuesday, 30 April 2024 Lodgement of Appendix 2A Shares issued commence trading on ASX Thursday, 2 May 2024 Note: The above timetable is indicative only. The Company reserves the right, subject to the Corporations Act, the Listing Rules and other applicable laws, to vary the dates, including by extending the Closing Date of the Offer or accepting late acceptances, either generally or in particular cases, by lodging a revised notice with ASX. New Shares issued under the Offer will be issued as soon as practicable after the Closing Date. Application for quotation on ASX of the Shares will be made immediately following the issue of those Shares. 2 Chairman’s Letter 3 April 2024 Dear Shareholder On behalf of the Board of OD6 Metals Limited (Company), I am pleased to offer you the opportunity to apply for new Shares via the share purchase plan under this Offer Booklet. Under the Offer, the Company is seeking to raise a maximum of $1 million, subject to the requirements of the Listing Rules and Corporations Act 2001 (Cth). As announced to ASX on 26 March 2024, the Offer forms part of a broader capital raising initiated by the Company that includes a $1.5 million placement to sophisticated and professional investors at $0.071 per Share to raise, in aggregate, up to $2.5 million (before costs). The Company is inviting Eligible Shareholders to apply for up to $30,000 worth of new Shares under the Offer, with each Share priced at $0.071 (being the same issue price of Shares under the Placement). The issue price per Share under the Offer therefore represents an 18.9% discount to the 5-day VWAP of Shares immediately before the capital raising was announced to ASX on 26 March 2024, being $0.087. The Company primarily intends to use funds raised to continue to advance the Splinter Rock Project towards development. Key activities include focused infill drilling primarily at the Inside Centre Prospect, plus extensional drilling targeting Mineral Resource Estimate (MRE) growth, as well as reconnaissance regional drilling. Proceeds will also be focussed on the ANSTO metallurgical program to optimise leach recovery and impurity removal with the aim to produce a Mixed Rare Earth Carbonate (MREC), which will enable completion of a Scoping Study, and for general working capital purposes. Shareholders will be eligible to participate in the Offer if they have a registered address in Australia or New Zealand and were recorded as Shareholders at 5:00pm (AWST) on 25 March 2024. Applications under the Offer need to be made using an Application Form and received by 5:00pm (AWST) on 23 April 2024. The Board urges you to read this Offer Booklet carefully, as well as announcements made by the Company to ASX, before deciding whether to participate in the Offer. In particular, please ensure that you read and understand section 2, which sets out certain risks associated with investing under the Offer. Please refer to section 3 for details on how to apply for Shares under the Offer. General questions about Application Forms and how to apply under the Offer can also be directed to the Company's Share Registry on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia). Otherwise, if you have any doubts or questions about this Offer Booklet or whether or not to participate, please consult with your stockbroker, accountant or other professional adviser. On behalf of the Board, I thank you for your continued support of the Company and invite you to consider participating in the Offer. Darren Holden Non-Executive Chairman OD6 Metals Limited 3 1 Offer Details 1.1 Overview The Company is offering each Eligible Shareholder the opportunity to apply for up to $30,000 worth of Shares, on the terms of this Offer Booklet (Offer). The Company is seeking to raise, in total, a maximum of $1,000,000 under the Offer (before costs). As announced to ASX on Tuesday, 26 March 2024, the Offer follows the Company's $1.5 million Placement to sophisticated and professional investors at $0.071 per Share (Placement), which completed on 26 March 2024. Participation in the Offer is entirely optional and subject to the terms set out in this Offer Booklet. Please refer to section 3 for details on how to apply for Shares under the Offer. Shares issued under the Offer will rank equally with other Shares on issue. 1.2 Issue Price The Issue Price per Share under the Offer will be $0.071 per Share (being the same issue price under the Placement). 1.3 Purpose and use of funds The Offer gives Eligible Shareholders the opportunity to invest in the Company at the same (or better) price as investors did under the Placement, and without incurring any brokerage, commission or other transaction costs. Further, the Offer seeks to raise up to $1,000,000 from Eligible Shareholders, on top of the $1,500,000 raised under the Placement (before costs). The Company intends to use funds raised from the Placement and the Offer (together with existing cash reserves) to advance the Splinter Rock Project towards development. Key activities include focused infill drilling primarily at the Inside Centre Prospect, plus extensional drilling targeting Mineral Resource Estimate (MRE) growth, as well as reconnaissance regional drilling. Proceeds will also be focussed on the ANSTO metallurgical program to optimise leach recovery and impurity removal with the aim to produce a Mixed Rare Earth Carbonate (MREC), which will enable completion of a Scoping Study, and for general working capital purposes. As with any intended budget or use of funds, this is a statement of current intentions as at the date of this Offer Booklet. 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. 1.4 Eligible Shareholders For the purposes of the Offer, Eligible Shareholders are those persons who: • are registered as a holder of Shares at 5:00pm (AWST) on the Record Date; and • have a registered address in Australia or New Zealand (unless such registered shareholder holds Shares on behalf of another person who resides outside Australia or New Zealand). The Offer is not extended to Shareholders in other jurisdictions due to the costs of complying with the legal and regulatory requirements in the respective overseas jurisdictions, unless the Company expressly permits otherwise. An offer may, at the discretion of the Directors, be made under a share purchase plan once a year. The maximum amount which any shareholder may subscribe for in any consecutive 12-month period 4 is $30,000. The Directors may also determine in their discretion the minimum amount for participation, the multiple of Shares to be offered under this Offer Booklet and the period the offer is available to Eligible Shareholders. 1.5 Application amount Subject to the terms applicable to Custodians, trustees and nominees outlined below, you can apply for up to a maximum of $30,000 worth of new Shares under the Offer. Eligible Shareholders can select one of the following alternatives: Option Amount New Shares 1 $2,000 28,169 2 $5,000 70,422 3 $7,500 105,633 4 $10,000 140,845 5 $15,000 211,267 6 $20,000 281,690 7 $25,000 352,112 8 $30,000 422,535 The above limitation applies if you receive more than one Offer under the Offer or if you hold Shares in the Company in more than one capacity as both a sole and joint holder. In this regard, please refer to the information in the table below. Holder Details Single Holders If you are the only registered holder of a holding of Shares, but you receive more than one Offer under the Offer (for example, due to multiple registered holdings in the same name), you may only apply for one maximum parcel of Shares. Joint Holders If you are recorded with one or more other persons as the joint holder of a holding of existing Shares, you are taken to be a single registered holder of existing Shares for the purposes of determining whether you are an Eligible Shareholder and joint holders are entitled to participate in the Offer in respect of that single holding only. If the same joint holders receive more than one Offer Booklet due to multiple registered joint holdings or single holdings in their respective names, such joint holders may only apply in aggregate for a maximum of $30,000 of Shares. Trustee or Nominee If you are recorded as a trustee or nominee for one or more named beneficiaries but are not a Custodian (as defined below), you cannot participate for beneficiaries in the manner described for Custodians. In this case, the rules for multiple single holders above apply. Custodians If you are an Eligible Shareholder and hold Shares as a Custodian or in any more specific ASIC relief granted to the Company (in relation to the Offer), you may apply for up to $30,000 worth of Shares for each beneficiary for whom you act as Custodian provided you complete and submit, together with 5 an Application Form, a certificate (Custodian Certificate) with the following information: • that you held Shares on behalf of: − one or more other persons that are not Custodians; and/or − another Custodian (Downstream Custodian) that holds beneficial interests in Shares on behalf of one or more other persons to which those beneficial interests relate, (each a Participating Beneficiary) at the Record Date who have subsequently instructed you, and/or the Downstream Custodian, to apply for Shares under the Offer on their behalf; • the number of Participating Beneficiaries and their names and addresses; • the number of Shares that you hold on behalf of each Participating Beneficiary; • the number or dollar amount of Shares that each Participating Beneficiary has instructed you, either directly or indirectly through a Downstream Custodian, to apply for on their behalf; • that the Issue Price for Shares applied for under the Offer for each Participating Beneficiary for whom you act in addition to the application price for any other Shares issued to you as Custodian (as a result of instruction given to you as Custodian or a Downstream Custodian) for that Participating Beneficiary under any arrangement similar to the Offer in the prior 12 months does not exceed $30,000; • that a copy of this Offer Booklet was given to each Participating Beneficiary; and • where you hold Shares on behalf of a Participating Beneficiary indirectly, through one or more Downstream Custodians, the name and address of each Downstream Custodian. Custodians should request a Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request a Custodian Certificate and if you would like further information on how to apply, you should contact the Share Registry during business hours by calling 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) or by emailing custodians@computershare.com.au. Custodians may not participate in the Offer on behalf of and may not distribute this Offer Booklet or any other document relating to the Offer to, any person that is outside Australia and New Zealand. 1.6 Scale back The Company reserves the right to determine the amount it raises through the Offer, including the right to scale back applications, in its absolute discretion. If there is a scale back, you may not receive all the Shares for which you have applied. The Company will use its best endeavours to ensure that applicants have a reasonable opportunity to participate equitably in the Offer. Factors which the Directors may take into account in determining any scale back include, but are not limited to: • the extent to which Eligible Shareholders have sold or bought additional Shares after the Record Date and the date the application was made; • the total Application Monies received; 6 • the amount applied for by each Eligible Shareholder; • the number of Shares held by each Eligible Shareholder at the Record Date; • whether an Eligible Shareholder remains on the register on the Closing Date; • the date the Company received the Application Monies from an Eligible Shareholder; and • any other such criteria as determined by the Directors in their absolute discretion. If a scale back produces a fractional number when applied to your parcel, the number of Shares you will be issued will be rounded down. 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 value of Shares issued to you. The Company reserves its right to reject or scale back any applications in whole or in part. The Company reserves absolute discretion regarding the final amount raised under the Offer (subject to the requirements of ASIC Instrument 2019/547 and the Listing Rules). If there is a rejection or scale back, your Application Monies may be greater than the value of Shares issued to you under the Offer, in which case the excess Application Monies will be refunded to you, without interest. 1.7 Offer period The Offer will open on the Opening Date and close on the Closing Date. 1.8 No rights trading Rights to participate in the Offer are non-renounceable, so they cannot be traded on the ASX or any other stock exchange, or privately transferred. 1.9 Minimum subscription There is no minimum subscription for the Offer. 1.10 Underwriting The Offer not underwritten. 1.11 Issue date and quotation An issue of Shares under this Offer Booklet is anticipated to occur as soon as reasonably practicable after the Closing Date (in accordance with the timetable set out in this Offer Booklet) and the Company will apply for quotation of the Shares on ASX. Following this, holding statements will be sent to investors as required by ASX. It is the responsibility of investors to determine their allocation prior to trading in the Shares. Investors who sell their securities before they receive their holding statement will do so at their own risk. 1.12 CHESS and issuer sponsorship The Company operates an electronic CHESS sub-register and an electronic issuer sponsored subregister. These two sub-registers will make up the Company’s register of Shares. The Company will not issue certificates to security holders. Rather, holding statements (similar to bank statements) will be sent to security holders as soon as practicable after the issue date. Holding statements will be sent either by CHESS (for security holders who elect to hold Shares on the CHESS sub-register) or by the Share Registry (for security holders who elect to hold Shares on the issuer sponsored sub-register). The statements will set out the number of securities issued under this Offer Booklet and the Holder Identification Number (for security holders who elect to hold Shares 7 on the CHESS sub register) or Shareholder Reference Number (for security holders who elect to hold Shares on the issuer sponsored sub-register). Updated holding statements will also be sent to a security holder following the month in which the balance of its security holding changes, and otherwise as required by the Listing Rules and the Corporations Act. 8 2 Risk Factors 2.1 Overview Activities in the Company and its controlled entities, as in any business, are subject to risks, which may impact on the Company’s future performance. The Company and its controlled entities have implemented appropriate strategies, actions, systems and safeguards for known risks, however, some are outside its control. The Company considers that the matters summarised in this section 2, which are not exhaustive, represent some of the major risk factors which Shareholders need to be aware of in evaluating the Company’s business and risks of increasing your investment in the Company. Shareholders should carefully consider the following factors in addition to the other information presented in this Offer Booklet. 2.2 Specific risks 2.2.1 Limited operational history The Company was incorporated on 27 October 2021 and therefore has limited operational and financial history on which to evaluate its business and prospects. The prospects of the Company must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stages of their development, particularly in the mineral exploration sector, which has a high level of inherent risk and uncertainty. No assurance can be given that the Company will achieve commercial viability through the successful exploration on, or mining development of, the Projects or any other mining assets it has an interest in. Until the Company is able to realise value from the Projects or such mining assets, it is likely to incur operational losses. 2.2.2 Future capital requirements The Company is an exploration company and currently has no operating revenue and is unlikely to generate any operational revenue unless the Company’s Tenements are successfully developed and exploited. The future capital requirements of the Company will depend on many factors including its business development activities. Should the Company consider that its exploration results justify commencement of production on any of its Projects, additional funding will be required to implement the Company’s development plans, the quantum of which remain unknown at the date of this Offer Booklet. The Company may seek to raise further funds through equity or debt financing, joint ventures, production sharing arrangements or other means. Any additional equity financing may be dilutive to Shareholders and may be undertaken at lower prices than the market price. Any debt financing, if available, may involve restrictions on financing and operating activities. There can be no assurance that additional finance will be available when needed. Failure to obtain sufficient financing for the Company’s activities and future projects may result in delay and indefinite postponement of exploration, development, or production on the Company’s Projects or even loss of interest in the Projects. 2.2.3 Title risk As at the date of this document, exploration licence applications E63/2153 and E74/693 have not yet been granted. There is a risk that the exploration licences may not be granted in their entirety or only granted on conditions deemed unacceptable to the Company or that such grant will be delayed. 2.2.4 Private land, Reserve Land and Land Access Risk The Company's interests in the Tenements are subject to Commonwealth and applicable state legislation and cannot be guaranteed. The Company may be required to obtain the consent of and / or compensate holders of third-party interests which overlay areas within the Tenements. The Tenements overlap certain third-party interests that may limit the Company's ability to conduct exploration activities including Crown land, proposed Crown reserves, pastoral leases and areas covered by native title determinations. The Grass Patch Project, comprising exploration licences 9 E63/2151, E63/2152, E63/2153, E63/2154, E63/2185 and E74/693 falls principally on private agricultural land that is intersected by multiple road reserves. The Company has applied f