Announcement PDF ASX Announcement 9 December 2024 Prospectus Dated 6 December 2024 Following is a copy of the Prospectus dated 6 December 2024 issued by Legacy Minerals Holdings Limited (ACN 650 398 897) (“Company”). This market announcement has been authorised for release to the market by the Board of Legacy Minerals Holdings Limited. For more information: Chris Byrne CEO & Managing Director chris.byrne@legacyminerals.com.au +61 (0) 499 527 547 Page 1 of 2 | ABN 43 650 398 897 3/202 Russell Street Bathurst, 2795 www.legacyminerals.com.au ASX: LGM Page 2 of 2 About Legacy Minerals Legacy Minerals is an ASX-listed public company that has been acquiring and exploring gold, copper, and basemetal projects in NSW since 2017. The Company has nine projects that present significant discovery opportunities for shareholders. 0BAu-Ag Black Range (EL9464, EL9589) 1BCu-Au Drake (EL6273, EL9616, EL9727, ALA75) Extensive low-sulphidation, epithermal system with limited historical exploration. Epithermal occurrences across 30km of strike. Large caldera (~150km2) with similar geological characteristics to other major pacific rim low-sulphidation deposits. 2BCu-Au Rockley (EL8926) 3B Au-Cu (Pb-Zn) Cobar (EL9511) Helix JV Prospective for porphyry Cu-Au and situated in the Macquarie Arc Ordovician host rocks with historic highgrade copper mines that graded up to 23% Cu. Undrilled targets next door to the Peak Gold Mines. Several priority geophysical anomalies and gold in lag up to 1.55g/t Au. Au-Ag Bauloora (EL8994, EL9464) Newmont JV One of NSW’s largest low-sulphidation, epithermal systems with a 27km2 epithermal vein field. 6B Au Harden (EL9657) Large historical high-grade quartz-vein gold mineralisation. Drilling includes 3.6m at 21.7g/t Au 116m and 2m at 17.17g/t Au from 111m. Au-Cu Fontenoy (EL8995) Earth AI JV Cu-Au Glenlogan (EL9614) S2 Resources JV Large, undrilled magnetic anomaly underneath Silurian cover located 55kms from Cadia Valley. Significant PGE, Au and Cu anomalism defined in soil sampling and drilling. Significant drill intercepts include 120m @ 0.3g/t PGE from 298, and 79m at 0.27% Cu from 1.5m. 4BCCu-Au Thomson (EL9190, EL9194, EL9728) Prospective for intrusion-related gold and copper systems the project contains numerous ‘bullseye’ magnetic and gravity anomalies that remain untested. Figure 1: Location of Legacy Minerals’ Projects in NSW, Australia, and major mines and deposits PREVIOUSLY REPORTED INFORMATION Information in this announcement is extracted from reports lodged as market announcements available on the Company’s website https://legacyminerals.com.au/. The Company confirms that it is not aware of any new information that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. SIGN UP TO LEGACY MINERALS’ INTERACTIVE INVESTOR HUB ASX: LGM Legacy Minerals Holdings Limited ACN 650 398 897 Prospectus For the offer to each Eligible Shareholder to subscribe for up to $30,000 of Shares at an issue price of $0.15 each, with 1 free-attaching quoted option exercisable at $0.205 on or before 22 January 2026 (New Option) for every 2 Shares issued, to raise $1,000,000 (before costs) (SPP Offer). This Prospectus is also being issued to make the offers set out in section 3.2 of this Prospectus (Additional Offers). The SPP Offer is fully underwritten by Westar Capital (Underwriter). SPP Information: The SPP Offer is currently scheduled to close at 5:00pm (AEDT) on Friday, 20 December 2024. Valid application must be received by that time. Details of how to apply for SPP Securities are set out in the Application Form accompanying this Prospectus. 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. Contents Important Information 0 Key Numbers and Dates 2 2 Background to the Offers 5 3 Offer Details 7 4 Effect of the Offers 16 5 Risk Factors 19 6 Applications 26 7 Material Contracts 29 8 Additional Information 36 9 Authorisation 49 Definitions 50 Corporate Directory 53 0 Important Information General This Prospectus is issued by Legacy Minerals Holdings Limited (ACN 650 398 897) (Company). The Prospectus is dated 6 December 2024, and a copy of this Prospectus was lodged with ASIC on that date. Neither ASIC or ASX take responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No securities will be issued pursuant to this Prospectus later than 13 months after the date of this Prospectus. This Prospectus is a transaction-specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) 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 representations 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 certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. Persons wishing to apply for Securities pursuant an Offers must do so using the relevant Application Form attached to or accompanying this Prospectus. Before applying for Securities, investors should carefully read this Prospectus. Any investment in the Company should be considered highly speculative. Investors who are in any doubt or have any questions about this document should promptly consult their stockbroker, accountant or other professional adviser before deciding to apply for securities under the Offers. No person is authorised to give any information or to make any representation in relation to the SPP Offer which is not contained in this Prospectus. Any such information or representations may not be relied upon as having been authorised by the Company. ASIC Instrument and Listing Rule 7.2, Exception 5 In certain circumstances, a listed company may undertake a share purchase plan in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument). The ASIC Instrument allows a share purchase plan to be conducted without the use of a prospectus once in any consecutive 12-month period. The Company is unable to wholly rely on the relief granted by the ASIC Instrument in respect of the SPP Offer on the basis that the Company is also proposing to issue free-attaching New Options to Eligible Shareholders who participate in the SPP Offer. The relief granted by the ASIC Instrument does not cover the issue of New Options, which the Company must instead offer pursuant to this Prospectus. As a result, the Board has determined to offer all Securities under this Prospectus to allow Eligible Shareholders to apply for both Securities at the same time. Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. The issue of:  Shares under the SPP Offer is being made in reliance on exception 5 of Listing Rule 7.2, as such, it will not take up any of the Company’s placement capacity under Listing Rule 7.1; and  New Options under the SPP Offer cannot be made in reliance of exception 5 of Listing Rule 7.2, as such, the issue of the Options under the SPP Offer is conditional on the Company receiving Shareholder approval at the General Meeting. Prospectus availability A copy of this Prospectus can be downloaded from the Company’s website at https://legacyminerals.com.au. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company at +61 2 9959 3520 or the Company Secretary on info@legacyminerals.com.au. Publicly available information Information about the Company is publicly available and can be obtained from ASIC and ASX (including at www.asx.com.au). The contents of any website, or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Offers. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Investors 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 securities. Not financial product advice The information in this Prospectus is not financial product advice and has been prepared without taking into account your financial and investment objectives, financial situation or particular needs (including financial or taxation issues). 0 No cooling-off rights Cooling-off rights do not apply to an investment in securities offered under this Prospectus. This means that, except where permitted by the Corporations Act, you cannot withdraw your Application once it has been accepted. Foreign restrictions 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 to extend such an invitation. The Offers are not being extended, and Securities will not be issued, to Shareholders with a registered address which is outside Australia and New Zealand. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions (other than those mentioned above) having regard to the number of overseas Shareholders, the number and value of Securities these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. No action has been taken to permit the offer of Securities to existing Shareholders in any jurisdiction other than Australia and New Zealand. Please refer to sections 3.15, for further information in relation to certain foreign jurisdictions. Target Market Determination In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of New Options issued under this Prospectus. The Company and the Lead Manager will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company’s website (https://legacyminerals.com.au). By making an application under the Offers, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD. Risk factors Before deciding to invest in the Company, investors should read the entire Prospectus and in particular, in considering the prospects of the Company, investors should consider the risk factors that could affect the financial performance and assets of the Company. Investors should carefully consider these factors in light of their personal circumstances (including financial and tax issues). See section 3 for further information. inherent risks and uncertainties (both known and unknown) which may or may not be within the control of the Company. You can identify such statements by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and are predictions or indicative of future events. Although the Directors believe these forward-looking statements (including the assumptions on which they are based) are reasonable as at the Prospectus Date, no assurance can be given that such expectations or assumptions will prove to be correct. Actual outcomes, events and results may differ, including due to risks set out in section 6 of this Prospectus. The Company and its Directors, officers, employees and advisors 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 forwardupdate 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. Information used in this Prospectus is extracted from reports lodged as market announcements available on the Company’s website https://legacyminerals.com.au/. The Company confirms that it is not aware of any new information that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. Financial amounts All references in this Prospectus to “$”, “A$”, “AUD”, “dollars” or “cents” are references to Australian currency unless otherwise disclosed. Any discrepancies between the totals and sums of components in tables contained in this Prospectus are due to rounding. Definitions and time A number of terms and abbreviations used in this Prospectus have defined meanings which are set out in the Definitions section of this Prospectus. All references to time relate to the time in Sydney, New South Wales unless otherwise stated or implied. Forward-looking statements Governing law Some of the statements appearing in this Prospectus are in the nature of forward looking statements, including statements of intention, opinion and belief and predictions as to possible future events. Such statements are not statements of fact and are subject to This Prospectus and the contracts that arise from the acceptance of applications under this Prospectus are governed by the law applicable in New South Wales and each applicant submits to the exclusive jurisdiction of the courts of New South Wales. 1 Key Numbers and Dates Key Numbers Amount Issue Price per Share under the SPP Offer $0.15 Minimum amount an Eligible Shareholder may invest under the Offer $2,000 Maximum amount an Eligible Shareholder may invest under the Offer $30,000 Maximum funds to be raised under the SPP Offer (before costs) Issue price per Share under the Placement Funds raised under the Placement (before costs) $1,000,000 $0.15 $2,000,000 Key Events1 Date Record Date Friday, 29 November 2024 Lodgement Date for Appendix 3B Monday, 2 December 2024 Release ASX Announcement Issue of Shares under the Placement Friday, 6 December 2024 Cleansing Notice lodged with ASX Dispatch of holding statements Lodgement of Appendix 2A Lodgement Date Dispatch of Prospectus (together with SPP Offer Application Form) to Eligible Shareholders Friday, 6 December 2024 Monday, 9 December 2024 Release Prospectus to ASX Opening Date Closing Date (estimated) Friday, 20 December 2024 Shortfall Notice Deadline Date (notice of the Shortfall Shares and Certificate) Monday, 23 December 2024 Shortfall Settlement Date Monday, 23 December 2024 Announcement of results of Share Purchase Plan to ASX Monday, 23 December 2024 Issue of Shares under the SPP Offer and Shortfall Offer Tuesday, 24 December 2024 Dispatch of holding statements Lodgement of Appendix 2A (before 12:00pm AEDT) 2 General Meeting Friday, 31 January 2025 Issue of New Options under SPP Offer, Shortfall Offer, Underwriter Offer and Placement Offer and issue of Lead Manager Options under the Lead Manager Offer Friday, 7 February 2025 Dispatch of holding statements Lodgement of Appendix 2A (before 12:00pm AEDT) 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 Offers or accepting late acceptances, either generally or in particular cases, without notice. 3 Chairman’s Letter 6 December 2024 Dear Shareholder On behalf of the Board of Legacy Minerals Holdings Limited (Company), I am pleased to offer you the opportunity to apply for new Shares via the share purchase plan under this Prospectus. Under the SPP Offer, the Company is seeking to raise a maximum of $1,000,000, subject to the requirements of the Listing Rules and Corporations Act. As announced to ASX on 2 December 2024, the SPP Offer forms part of a broader capital raising initiated by the Company that includes a $2,000,000 million placement to sophisticated and professional investors at $0.15 per Share to raise, in aggregate, up to $3,000,000 million (before costs). The Company is inviting Eligible Shareholders to each apply for up to $30,000 worth of new Shares under the SPP Offer, with each Share priced at $0.15 (being the same issue price of Shares under the Placement). Eligible Shareholders will be issued, subject to shareholder approval, one (1) free-attaching New Option for every two (2) Shares subscribed for and issued under the SPP. The issue price per Share under the Offer therefore represents an 16.8% discount to the 5-day VWAP of Shares immediately before the capital raising was announced to ASX on 2 December 2024, being $0.18. The Company’s exploration team has conducted, as well as facilitated, a significant amount of activity and drilling across several key projects. These include Bauloora, Fontenoy, and Glenlogan under joint venture agreements and across its wholly owned projects, including Thomson, Drake, and Black Range. The Company primarily intends to use funds raised towards exploration at the Thomson project, including geophysical target generation with partners Fleet Space and drilling. Funds raised under the SPP and the Placement will also be put towards the Drake project, which will include large scale airborne geophysics, mineral resource estimate updates, and drilling. The use of funds will also cover exploration at the Drake project, including target generation and drilling and working capital and costs of the Offers. 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 (AEDT) on 29 November 2024. Applications under the SPP Offer need to be made using an SPP Offer Application Form and received by 5:00pm (AEDT) on 20 December 2024. The Board urges you to read this Prospectus carefully. This Prospectus contains information about the Offers and the key risks associated with investing in the Company (see section 5), and it is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. An investment in the Company should be considered highly speculative. If you do not understand this Prospectus, then you should contact your professional adviser. The Board and Management of the Company appreciates the ongoing support of our shareholders and encourage all to review the Offer documentation and participate in the SPP Offer, allowing us to unlock the value in the Company and deliver value to our owners. David Carland Non-Executive Chairman Legacy Minerals Holdings Limited 4 2 Background to the Offers 2.1 Overview On 2 December 2024, the Company announced that it:   had received binding commitments for a placement of Shares to raise $2,000,000 (before costs) to be issued by the Company with one (1) free-attaching New Option (on the terms and conditions in section 8.8) for every two (2) Shares issued under the placement (Placement). The Placement comprises: ­ 10,800,002 Shares at an issue price of $0.15 per Share which have been issued to unrelated professional and sophisticated investors out of the Company’s existing Listing Rule 7.1 and 7.1A capacities to raise $1,620,001 (before costs), and, subject to shareholder approval, the proposed issue of 5,400,001 New Options (Tranche 1 Placement); ­ a further 366,660 Shares at an issue price of $0.15 per Share, together with 183,330 free-attaching New Options, proposed to be issued to Mr David Carland (or his nominee), a Director, subject to shareholder approval, to raise a further $54,999 (Tranche 2 placement); and ­ 1,625,000 Shares at an issue price of $0.20 per Shares which have been issued to Fleet Investment Fund Pty Ltd (Fleet Fund) out of the Company’s existing Listing Rule 7.1 and 7.1A capacities to raise $325,000 (before costs), and, subject to shareholder approval, the proposed issue of 812,500 New Options (Strategic Placement); will offer Eligible Shareholders the opportunity to apply, pursuant to a securities purchase plan, for (together, the SPP Offer): ­ up to $30,000 worth of Shares each, at an issue price of $0.15 per Share (the same price as the Shares offered under the Tranche 1 Placement and Tranche 2 Placement) to raise $1,000,000 (before costs) through the issue of 6,666,667 Shares (with the ability for the Directors to accept oversubscriptions in their sole and absolute discretion); and ­ subject to shareholder approval, one (1) free-attaching New Option (on the terms and conditions in section 8.8) for every two (2) Shares issued under the SPP Offer. The Company issued 12,425,002 Shares to the unrelated party Placement Participants pursuant to the Tranche 1 Placement and Strategic Placement on Friday, 6 December 2024 out of the Company’s available placement capacity under Listing Rules 7.1 and 7.1A. The Shares and New Options to be issued under the Tranche 2 Placement will be issued following shareholder approval at the General Meeting. As set out above, the Placement includes the issue of an aggregate of 6,395,831 free-attaching quoted New Options issued on the same terms and conditions as the Company’s existing quoted options under the ASX code LGMO and otherwise as set out in section 8.8. The issue of the New Options to the Placement Participants is the subject of the Placement Offer under this Prospectus (see section 3.2.3 for further details). Shareholders should note that the issue of New Options under the SPP Offer is conditional upon Shareholder approval at the General Meeting. If Shareholders do not approve the issue of those Options, then participants in the SPP Offer will not receive New Options as part of the SPP Offer. Refer to section 6 below for further information on how Eligible Shareholder can apply under the SPP Offer. 5 The Price represents a 16.7% discount to last closing price of the Company’s shares prior to the announcement of the Placement and SPP on 2 December 2024 and a 16.8% discount to the volume weighted average price of Shares over the 5 trading days prior to that date. In addition, the Company is seeking to issue: 2.2  4,000,000 unquoted options exercisable at $0.225 on or before the date that is three years from the date of issue (Lead Manager Options) to Bell Potter and Cumulus Wealth (or their nominees) (together, the Joint Lead Managers) as partial consideration for lead manager services provided in respect of the Placement (see section 7.2 for further details); and  3,333,333 New Options to the Underwriter (or its nominees) as partial consideration for underwriting services provided in respect of the SPP (see sections 7.1 for further details). General Meeting The Company proposes to convene a general meeting on or around Friday, 31 January 2025, (General Meeting) for the purposes of obtaining the approval of its shareholders for following nonexhaustive list of resolutions:  the participation of certain Directors in the Placement and, if required, the SPP Offer;  the issue of the fee-attaching New Options to the Placement Participants and participants in the SPP Offer;  ratification of the prior issue of Shares pursuant to the Placement;  the issue of the New Options to the Underwriter (or its nominee) as partial consideration for underwriting services in respect of the SPP;  the issue of Lead Manager Options to the Joint Lead Managers (or their nominees) as partial consideration for lead manager services provided in respect of the Placement; and  the issue of Shares and New Options the subject of the Shortfall Offer. Details of the resolutions and further information will be included in the Notice of Meeting for the General Meeting to be dispatched by the Company in due course. 6 3 Offer Details 3.1 SPP Offer The SPP Offer is an offer of up to 6,666,667 Shares at an issue price of $0.15 per Share, together with one (1) free-attaching New Option for every two (2) Shares subscribed for and issued to Eligible Shareholders, to raise up to $1,000,000 (before costs). The Directors reserve the right to accept subscriptions under the SPP Offer for an amount greater than $1,000,000. Each Eligible Shareholder (defined in section 3.4 below) is invited to subscribe for a maximum of $30,000 worth of Shares under the SPP Offer at an issue price of $0.15 per Share. The Company will seek Shareholder approval at the General Meeting to enable Eligible Shareholders who subscribe for Shares under the SPP Offer to also receive one (1) free-attaching New Option for every two (2) Shares subscribed for and issued to them. The Company will issue the Shares under the SPP Offer pursuant to Listing Rule 7.2 Exception 5 and, accordingly:  the total number of Shares issued under the SPP Offer will not equate to more than 30% of Shares on issue at the date of issue of the Shares under the SPP Offer; and  the issue price of the Shares under the SPP Offer (being $0.15 per Share) is equal to or greater than 80% of the volume weighted average price of Shares for the five days in which trading in the Shares occurred before the date of the announcement of the SPP Offer, being 2 December 2024. All of the Shares offered under the SPP Offer will rank equally with the Shares on issue at the date of this Prospectus. Please see section 8.7 for further information regarding the rights and liabilities attaching to the Shares. A summary of the rights and liabilities attaching to the New Options is in section 8.8. Shares issued upon exercise of the New Options will be fully paid and will rank equally with the Company’s existing Shares on issue at the date of this Prospectus. The New options are being issued on the same terms and conditions as the Company’s existing quoted options on issue trading under the ASX code LGMO. As such, the Company intends to apply for quotation of the New Options issued under the SPP Offer. The SPP Offer is non-renounceable, which means that Eligible Shareholders may not transfer their rights to any SPP Securities offered under the SPP Offer. Further details of the SPP are set out in the ASX announcement released on 2 December 2024 and will also be included in the Notice of Meeting for the General Meeting to be released to ASX in due course. 3.2 Additional Offers Pursuant to this Prospectus, the Company is also making the Additional Offers. The Additional Offers are being made under this Prospectus to: 3.2.1  ensure that the Securities offered pursuant to the Additional Offers are made in accordance with the disclosure requirements of Part 6D.2 of the Corporations Act; and  remove the need for an additional disclosure document to be issued upon the sale of any Shares and New Options (including any Shares issued on exercise of any New Options) that are issued pursuant to the Additional Offers. Shortfall Offer 7 Any Shares and New Options not taken up pursuant to the SPP Offer will become Shortfall Securities (Shortfall Offer). The Shortfall Offer is a conditional offer of up to 6,666,667 Shares and 3,333,333 New Options. The Shortfall Offer provides the Company with the opportunity to secure up to $1,000,000 (before costs) (Underwritten Amount) under the SPP Offer and Shortfall Offer. Shortfall Securities issued under the Shortfall Offer shall be granted on the same terms and conditions as the Shares and New Options being offered under the SPP Offer. In the event that Eligible Shareholders subscribe for an amount less than the Underwritten Amount (Subscription Amount), Shortfall Securities to the value of the difference between the Subscription Amount and the Underwritten Amount (Shortfall) will be subscribed for by the Underwriter or placed to third party investors identified by the Underwriter. SPP Shortfall Offer will remain open for up to three (3) months from the Closing Date and may be closed at any time by the Directors in their sole discretion. 3.2.2 Underwriter Offer In accordance with the Underwriting Agreement, the Company has agreed to issue New Options to the Underwriter (or its nominee) for the provision of its services as Underwriter to the SPP Offer (Underwriter Offer). See section 7.1 for a summary of the material terms of the Underwriting Agreement. The Offer of 3,333,333 New Options to the Underwriter (or its nominees) is being made pursuant to this Prospectus. The issue of the New Options pursuant to the Underwriter Offer is subject to the Company obtaining the approval of its shareholders at the General Meeting to be convened on or around Friday, 31 January 2025. The Underwriter Offer cannot be accepted by any person or entity other than the Underwriter (or its nominee). The Underwriter Offer is being made under this Prospectus to remove the need for an additional disclosure document to be issued upon the sale or transfer of any Shares issued upon exercise of any New Options issued under the Underwriter Offer into