Entitlement Offer Prospectus

Dear Shareholder, 

The Board is pleased to offer all Eligible Shareholders the opportunity to acquire one (1) New Share for every four (4) Shares held as at the Record Date at an issue price of $0.017 per New Share, together with one (1) Attaching Option for every two (2) New Shares issued for no additional consideration, with no minimum subscription (Offer). The Attaching Options have an exercise price of $0.034 and are exercisable at any time prior to 5:00pm (Sydney time) on 31 July 2027. 

If fully subscribed, the Offer will raise approximately $504,364 (before expenses). 

Eligible Shareholders are also entitled to subscribe for any New Shares and Attaching Options that are not subscribed for by other Eligible Shareholders in accordance with the Offer (Shareholder Shortfall Offer). Any New Shares not taken up under the Shareholder Shortfall Offer may be offered to investors who are not Eligible Shareholders under the Public Shortfall Offer. 

In parallel with the Offer, Copper Search has announced a private placement to sophisticated and professional investors to raise up to approximately $408,526 (before expenses) (Initial Placement). 24,030,966 Shares will be issued in accordance with the Initial Placement, at an issue price of $0.017 per Share, being the same issue price as the New Shares offered pursuant to the Offer. 

A further 25,969,034 Shares (50,000,000 Shares in total under the Placement) and approximately 25,000,000 Attaching Options are also proposed to be issued on the same terms as the Offer subject to Shareholder approval, to raise a further $441,474 ($850,000 in total), which approval will be sought at a meeting of shareholders to be convened in the coming weeks. 

The funds raised (after expenses) pursuant to the Offer and the Placement (together, the Capital Raising) (after expenses) are intended to be used to fund: 

(a) targeted delineation and high-impact air-core drilling to unlock Heavy Mineral Sands (HMS) potential in South Australia; 

(b) project generation of further HMS opportunities in South Australia; 

(c) low-cost drill target generation at the NSW Byrock and Theseus Projects; and 

(d) business development and general working capital purposes. 

As the Offer is non-renounceable, your Entitlements will not be tradeable on the ASX or otherwise transferable. Eligible Shareholders who do not take up their Entitlements in full will not receive any value for those Entitlements that they do not take up. 

Applicants for New Shares and Attaching Options pursuant to this Prospectus should be aware that there are various risks associated with an investment in New Shares, Attaching Options and Copper Search, including those risks summarised in section 5 of this Prospectus. Accordingly, any potential investors should consult with their professional advisers before deciding whether to apply for any New Shares or Attaching Options pursuant to this Prospectus. 

The Board thanks all Shareholders for their continuing support for Copper Search and recommends the Offer. 

Yours sincerely, 

Chris Sutherland

Chairman

Copper Search Limited