Prospectus

Target Market Determination

Made by: Beacon Minerals Limited (ACN 119 611 559) of 144 Vivian Street, Boulder WA 6432 (Company)

Product: Free attaching options in connection with a non-renounceable entitlement issue and sub-underwriting offer under a prospectus dated 18 September 2024 (Options)

Effective date: 18 September 2024

This target market determination (TMD) has been prepared by the Company in relation to an offer to issue the Options made by the Company under a prospectus dated 18 September 2024 (Prospectus). A copy of the Prospectus is available on the Company’s website, www.beaconminerals.com.au. Argonaut PCF Limited (ACN 099 761 547) has been appointed as the underwriter to the offer (Argonaut).

The offer will be made under, or accompanied by, a copy of the Prospectus. Any recipient of this TMD should carefully read and consider the Prospectus in full and consult their professional adviser if they have any questions regarding the contents of the Prospectus. Any recipient of this TMD who wants to acquire Options under the offer will need to complete the application form that will be in, or will accompany, the Prospectus. There is no cooling off period in respect of the issue of the Options. This TMD is not a disclosure document for the purposes of the Corporations Act 2001 (Cth), and therefore has not been lodged, and does not require lodgement, with the Australian Securities and Investments Commission (ASIC) nor does it contain a full summary of the terms and conditions of the Options

This TMD does not take into account what you currently have, or what you want and need, for your financial future. It is important for you to consider these matters and read the Prospectus before you make an investment decision. The Company is not licensed to provide financial product advice in relation to the Options.

1. Target Market

Factor	Target market
Investment Objective	The Company expects that an investment in Options will be suitable to investors who wish to gain exposure to equities in a mid-cap mining company listed on the Australian Securities Exchange (ASX).
Investment Timeframe	The target market of investors will take a medium-term outlook on their investment. Investors with a short-term outlook for their investment will benefit from an anticipated listing of the Options on ASX, as well as an ability to exercise Options and trade the underlying Shares issued on exercise should the exercise price of the Options be lower than the trading price of Shares. Investors with a medium-term outlook will benefit from an ability to exercise the Options within the 5 year term of the Options and increase their shareholding and exposure to the potential upside in the Company’s Shares into the future. Given the need to pay the exercise price in order to acquire Shares, Investors in the target market are in a financial position that is sufficient for them to invest their funds over a 5 year time horizon should they wish to exercise their Options. Any decision to exercise the Options is likely to be based on the trading price of the Shares.
Investment Metrics	While the Company does not have an established eligibility framework for investors based on metrics such as age, expected return or volatility, it is expected that the target market of investors will be able to withstand potential fluctuations in the value of their investment and who are accustomed to participating in speculative investments in the mining sector. An exercise price is required to be paid to acquire shares on exercise of Options. As such, the capacity to realise the underlying value of the Options would require that they be exercised on or before the expiry date. Investors in the target market will need to be in a financial position to have sufficient available funds so as to facilitate an exercise of the Options prior to the expiry date. Prior to the expiry date, investors’ ability to liquidate the Options may be limited by a lack of liquidity in the trading of Options and Shares and the price of the Shares. The Options offer no guaranteed income or capital protection.
Risk	The Company considers that an investment in the Options is highly speculative, such that an investment in the Company is not appropriate for an investor who would not be able to bear a loss of some or all of the investment. Investors should also have a sufficient level of financial literacy and resources (either alone or in conjunction with an appropriate adviser) to understand and appreciate the risks of investing in Options as an asset class generally and the more specific risks of investing in an Australian listed mining company.

2. Distribution Conditions

The offer of Options under the Prospectus is being made to those shareholders in the Company registered at the record date specified in the Prospectus (Eligible Shareholders).

Any entitlement not taken up under the offer will form a shortfall offer (Shortfall Offer). Eligible Shareholders may also subscribe for Options above their entitlement under the Shortfall Offer. In addition, Argonaut, as underwriter to the offer, may subscribe, or procure that subscriptions are made by third party investors, under the Shortfall pursuant to the underwriting agreement.

The Prospectus will include jurisdictional conditions on eligibility. The Company will also include on its web landing page for the offer of Options a copy of this TMD and require that retail clients confirm that they meet the eligibility criteria of the expected target market outlined in this TMD before they apply for Options.

The Company considers that these distribution conditions will ensure that persons who invest in Options fall within the target market in circumstances where personal advice is not being provided to those persons by the Company.

3. Review Triggers

The Options are being offered for a limited offer period set out in the Prospectus, after the conclusion of which the Options will no longer be available for investment by way of issue. It follows that the TMD will only apply in the period between the commencement of the offer of the Options and the issue of the Options shortly after the close of the Offer (Offer Period).

To allow the Company to determine whether circumstances exist that indicate this TMD is no longer appropriate to the Options and should be reviewed, the following review triggers apply for the Offer Period:

(a) a new offer of Options that requires preparation of a disclosure document is made after completion of the Offer Period;

(b) any event or circumstance that would materially change a factor taken into account in making this TMD;

(c) the existence of a significant dealing of the Options that is not consistent with this TMD. The Company does not consider that an on-sale of the Options on market is a significant dealing;

(d) ASIC raises concerns with the Company regarding the adequacy of the design or distribution of the Options or this TMD; and

(e) material changes to the regulatory environment that applies to an investment in the Options.

4. Review Period

If a review trigger occurs during the Offer Period, the Company will undertake a review of the TMD in light of the review trigger.

The Company will otherwise complete a review of the TMD immediately prior to the issue of Options under the Offer.

5. Information Reporting

The reporting requirements of all distributors is set out in the table below.

Reporting requirement	Period for reporting to the Company by the distributor	Information to be provided
Whether the distributor received complaints about the Options.	• For such time as the Offer Period remains open, within 10 business days after the end of each quarter. • Within 10 business days after the end of the Offer Period.	• The number of complaints received. • A summary of the nature of each complaint or a copy of each complaint.
A significant dealing of the Options that is not consistent with this TMD	As soon as reasonably practicable after the significant dealing occurs, but in any event no later than 10 business days after the significant dealing occurs.	• Details of the significant dealing. • Reasons why the distributor considers that the significant dealing is not consistent with this TMD.
A summary of the steps taken by the distributor to ensure that its conduct was consistent with this TMD.	Within 10 business days after the end of the close of the offer of Options in accordance with the Prospectus.	A summary of the steps taken by the distributor to ensure that its conduct was consistent with this TMD.

6. Contact details

Contact details in respect of this TMD for the Company are:

Sarah Shipway
Company Secretary
Phone:          +61 8 9093 2477
Email:            sarahs@beaconminerals.com.au

Before downloading, printing or viewing the Prospectus, please carefully read this information. By accessing the Prospectus (by clicking on the link below) you agree to and acknowledge that you have read and accept these terms and conditions of access. The information on this page is not part of the Prospectus. If you do not understand it, you should consult your professional adviser without delay.

Important Notice

Beacon Minerals Limited (ACN 119 611 559) (Company) has lodged a prospectus dated 18 September 2024 (Prospectus) with the Australian Securities and Investments Commission (ASIC) in respect of the following offers:

(a) a non-renounceable rights issue of one (1) fully paid ordinary share in the capital of the Company (Share) for every eight (8) Shares held by eligible shareholders at an issue price of $0.022 per Share to raise up to approximately $10,331,112 (together with one (1) free attaching option (New Option) for every one (1) Share issued, exercisable at $0.03 per New Option on or before the date that is five (5) years from the date of issue (the Entitlement Offer);

(b) an offer of 50,000,000 New Options to Argonaut Securities Pty Limited (ACN 108 330 650) (Broker Options Offer);

(c) an offer of 12,794,229 New Options to sub-underwriters to the Entitlement Offer (Sub-Underwriting Options Offer); and

(d) an offer of 1,400,000 New Options to related party sub-underwriters (Related Party Sub-Underwriting Options Offer).

The Entitlement Offer, Sub-Underwriting Options Offer and Related Party Sub-Underwriting Options Offer are herein referred to as the Offers.

The Company has specified a target market (Target Market) for investors under the Offers, which is set out in the target market determination available at www.beaconminerals.com.au (TMD). The Prospectus can only be accessed by investors in the TMD.

The Prospectus and TMD are important documents which should be read in their entirety. If, after reading the Prospectus you have questions about the Offers, TMD or any other matter, please contact your professional advisers without delay.

Neither ASIC nor ASX Limited, nor any of their respective officers, take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.

The electronic copy of the Prospectus available on this website does not constitute an offer of, or an invitation to subscribe for, any securities. You may print out a hard copy of the Prospectus from this website or copy the electronic Prospectus on this website into an electronic file for your personal use only. You must not alter the contents of this electronic file in any way.

Alternatively, you may obtain a hard copy of the Prospectus free of charge by contacting the Company by phone on + 61 8 9093 2477 during office hours or by emailing the Company at enquiries@beaconminerals.com.au.

To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus from this website, including, but not limited to, data corruption or download.

Entitlement and Acceptance

Anyone who wants to take up their entitlement and apply for shortfall securities beyond their entitlement will need to carefully consider the TMD and Prospectus and complete the personalised Entitlement and Acceptance attached to or accompanied by the Prospectus (Acceptance Form) or pay the applications monies in accordance with the details set out in the Prospectus and Acceptance Form. The Corporations Act 2001 (Cth) prohibits any person from passing onto another person an Acceptance Form unless it is attached to or accompanied by a complete and unaltered version of a prospectus.

The Company reserves the right not to accept Acceptance Form or payment of application monies from a person if it has reason to believe that when that person was given access to the electronic Acceptance Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

If an Acceptance Form is not completed correctly, or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Acceptance Form to be valid. The Company’s decision to treat an acceptance as valid, and how to construe, amend or complete the Acceptance Form, will be final.

No Advice

Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus does not take into account your financial or investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company, the securities being offered for and the terms of the offering, including the merits and risks involved. You should consult your professional advisers for investment, legal, business, tax or other advice.

Persons to whom Entitlement Offer is available

For legal reasons, the electronic version of the Prospectus accessible through this website is available to persons accessing this website from within Australia and New Zealand only. If you are accessing this website from anywhere outside Australia or New Zealand, please do not download the electronic version of the Prospectus.

The Prospectus does not constitute an offer, or invitation to apply for, of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or to make the offer or invitation. It is the responsibility of any applicant outside Australia or New Zealand to ensure compliance with all laws of any country relevant to their applications, and any such applicant should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be allotted any securities.

It is not practicable for the Company to comply generally with the securities laws of overseas jurisdictions having regard to the number of overseas shareholders, the number and value of securities those shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the offer pursuant to the Prospectus is only being extended and securities will only be issued to shareholders with a registered address in Australia and New Zealand.

Acknowledgement

By clicking “I Accept” below, you acknowledge and agree that:

You have read and understood the TMD and that you either fall within the Target Market or, if you do not fall within the Target Market, you are accessing the Prospectus for information purposes only and that you will not make an application under the Offers.
You have read and understood the above terms and conditions to access the electronic version of the Prospectus;
You are an Australian resident and you are requesting a copy of the Prospectus from within Australia;

If you are a non-Australian resident, you have consulted your professional adviser as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed before accessing the Prospectus; and

You will not pass onto any other person the Acceptance Form unless it is attached to or accompanied by the complete and unaltered electronic version of the Prospectus and the TMD.