Announcement PDF PROSPECTUS Coda Minerals Ltd (ACN 625 763 957) Entitlement Offer For a non-renounceable, pro rata offer of 1 New Share for every 6 Shares held by Eligible Shareholders registered at the Record Date, together with 1 attaching New Option for every 2 New Shares subscribed, at an issue price of $0.07 per New Share, to raise up to approximately $2,045,079 before costs, with the ability to accept oversubscriptions for up to an additional $1,000,000 (Entitlement Offer). The Entitlement Offer is underwritten by Westar Capital Limited up to $2,045,079.82. Please refer to Sections 2.1(g) and 8.2 for additional details of the underwriting. Shortfall Offer For an offer to the public (including Eligible Shareholders) to subscribe for the New Shares comprising the Shortfall to the Entitlement Offer, together with 1 attaching New Option for every 2 New Shares subscribed, at $0.07 per New Share (Shortfall Offer). Lead Manager Offer For an offer to the Lead Manager (or its nominee) to subscribe for up to: • 857,143 New Shares and 428,572 attaching New Options, in lieu of a $60,000 corporate advisory fee; and • 6,000,000 New Options at $0.00001 each, pursuant to the Lead Manager Mandate (Lead Manager Offer). Sub-Underwriter Offer For an offer to the Lead Manager (or its nominee) of up to 7,303,856 New Options for acting as priority subunderwriter, pursuant to the Underwriting Agreement (Sub-Underwriter Offer). Timetable The Offers open on Tuesday, 1 October 2024 and close at 4:00pm (WST) on Tuesday, 22 October 2024, unless extended. IMPORTANT NOTICES This Prospectus and the accompanying Application Forms contain important information about the Offers. Each document should be read in its entirety. Please read the instructions in this document and the accompanying Application Forms regarding making an Application. You should speak to your professional advisers if you have any questions about the Offers or this Prospectus generally. The securities offered by this Prospectus should be considered speculative. Important Information Introduction Limited participation – New Zealand and Hong Kong This Prospectus issued by Coda Minerals Ltd (ACN 625 763 957) (Company) is dated 23 September 2024 and was lodged with ASIC on that date. Application will be made to ASX for quotation of the New Shares and the New Options offered under this Prospectus within 7 days of this date. Without limiting the above, participation under this Prospectus will be permitted in respect of certain Shareholders and other investors resident in New Zealand and Hong Kong who meet specific eligibility criteria. Please refer to Sections 2.1(f) and 2.10(a) for details in this regard. Neither ASIC nor ASX (or any of their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. New Securities will not be allotted or issued pursuant to this Prospectus any later than 13 months after the Prospectus Date. Important document Before deciding whether or not to apply under an Offer, a potential Applicant should read the entire Prospectus and, in particular, in considering the Company’s prospects, should consider the risk factors that could affect the Company’s performance. Potential Applicants should carefully consider these factors in light of their own personal circumstances (including financial and taxation issues) and seek advice from their professional adviser before deciding to invest. The key risks relating to participating in the Offers and making an investment in the Company are summarised in Section 5 of the Prospectus. Transaction specific prospectus This Prospectus is a ‘transaction specific prospectus’ for an offer of ‘continuously quoted securities’ (as defined in the Corporations Act). It has been prepared in accordance with the special content rules set out in section 713 of the Corporations Act. As a ‘transaction specific prospectus’, this Prospectus does not contain the same level as disclosure as an initial public offering or ‘full form’ prospectus. In preparing this Prospectus, regard has been had to the fact that the Company is a ‘disclosing entity’ for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers. Jurisdictional restrictions This Prospectus does not constitute an offer or invitation in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or invitation. The Company has not taken any action to register or qualify New Securities or the Offers, or otherwise to permit a public offering of the New Securities, in any jurisdiction outside Australia. The distribution of this Prospectus (including in electronic form) in jurisdictions outside Australia may be restricted by law. Persons outside those jurisdictions who obtain a copy of this Prospectus should seek advice on, and observe, any such restrictions. Failure to comply with any restrictions may constitute a violation of applicable securities laws. The Company disclaims all liabilities in this regard. By applying or paying for New Securities, an Applicant represents and warrants that there has not been any breach of such laws. Coda Minerals Ltd (ACN 625 763 957) US Applications Without limiting the above, this Prospectus or other documents relating to the Offers may not be sent or distributed to (wholly or partially), nor relied upon by, persons in the USA or to persons that are acting for the account or benefit of a US Person. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any Securities in the USA or to, or for the account or benefit of, any person in the USA. The New Securities offered under this Prospectus have not been registered under the US Securities Act or any other state securities laws, and may not be offered, sold, or transferred directly or indirectly, in the USA, or to or for the account of a US Person, unless registered or an exception to the registration requirements applies. Prospectus availability A copy of this Prospectus can be obtained during the Entitlement Offer Period on the Company’s website, www.codaminerals.com or by contacting the Company on (08) 6270 6331 or by email at info@codaminerals.com. Potential Applicants who access an electronic copy of this Prospectus should ensure that they download and read the entire Prospectus. Potential Applicants will only be able to accept the Offers by completing the Application Form which accompanies this Prospectus. The electronic copy of this Prospectus available from the Company’s website will not include an Application Form. Publicly available information This Prospectus should be read in conjunction with the public announcements made by the Company which are available on the ASX market announcements platform, www.asx.com.au/markets/company/cod, using the Company’s ASX code ‘COD’. These announcements do not contain all of the information that would be included in a prospectus or other disclosure document, but still contain important information about the Company. Potential Applicants are encouraged to have regard to such announcements before making a decision whether or not to participate in the Offers. These announcements (and the contents of any websites on which they may be found) do not form part of this Prospectus. The Company may release further announcements after the Prospectus Date and throughout the Entitlement Offer Period, which may be relevant to potential Applicants consideration of the Offers. Potential Applicants are encouraged to check whether any new announcements have been released by the Company after the Prospectus Date before deciding on whether or not to participate in the Offers. Prospectus i Not investment or financial product advice The information in this Prospectus and any information provided by the Company does not constitute investment or financial product advice and does not take into account the investment objectives, financial situation, taxation impact or particular needs of individual Applicants. The potential tax effects of the Offers will vary between Applicants. Potential Applicants should contact their stockbroker, accountant or other professional adviser if they have any questions regarding the Offers and investing in the Company. Disclaimer of representations The Company has not authorised any person to give any information, or to make any representation, in relation to the Offers that is not contained in this Prospectus, and any such information or representation may not be relied on. Except and to the extent required by law, neither the Company nor any other person warrants or guarantees the future performance of the Company or any return on investment made pursuant to this Prospectus. Forward-looking statements This Prospectus contains forward-looking statements which incorporate an element of uncertainty or risk, such as ‘intends’, ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’ or ‘expects’. These statements have been prepared with all reasonable care and attention, based on an evaluation of current economic, financial and operating conditions, as well as assumptions regarding future events. These events are, as at the Prospectus Date, expected to take place, but there cannot be any guarantee that such events will occur as anticipated or at all given that many of the events are outside the Company’s control. They may be affected by matters such as those outlined in Section 5. This may result in the actual circumstances being materially different to those anticipated. Potential Applicants are cautioned not to place undue reliance on any forward-looking statements. The Company and its Directors 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 as and when stated. Except to the extent required by law (including the ASX Listing Rules), the Company does not give any undertaking to update or revise any forward-looking statements after the Prospectus Date to reflect any changes in expectations in relation to forward-looking statements or any change in events, conditions or circumstances on which any such statement is based. administrative functions. Corporate and taxation laws require the Company to collect some personal information. Applicants who do not provide the information requested may not have their Application processed efficiently, or at all. Websites Information on any website that is referred to in this Prospectus is not incorporated into, and does not form part of, this Prospectus. Governing law This Prospectus and the accompanying Application Form are governed by the laws applicable in the State of Western Australia. Applicants submit to the non-exclusive jurisdiction of the courts of the State of Western Australia and the Commonwealth of Australia. Meaning of terms Capitalised terms and certain other terms used and not otherwise defined in this Prospectus have the meaning given to them in the Glossary in Section 10. References to “our”, “us” and “we” are references to the Company. References to “I”, “you” and “your” are references to an Applicant. Currency References to “$” or “dollar” are references to Australian currency, unless otherwise stated. Time References to time relate to the time in Perth, Western Australia, unless otherwise stated. Interpretation In this Prospectus, the following rules of interpretation apply unless the context requires otherwise: (a) the singular includes the plural and the plural includes the singular; (b) other parts of speech and grammatical forms of a word or phrase defined in this Prospectus have a corresponding meaning; (c) a reference to a section or a paragraph is a reference to a section or a paragraph of this Prospectus; and (d) words and phrases not specifically defined in this Prospectus have the meaning given to them in the Corporations Act, and a reference to a statutory provision is to the Corporations Act. Potential Applicants should note that past performance (including past share price performance) cannot be relied on as an indicator of, and does not provide any guidance as to, future performance, including future share price performance. Privacy Potential Applicants who apply for New Securities will provide ‘personal information’ (within the meaning given to that term in the Privacy Act) to the Company and the Share Registry. By applying for New Securities under the Offers, an Applicant will be taken to have consented to the Company and the Share Registry collecting, holding and using the Applicant’s personal information in order to assess their Application, process the Applications, service their needs as a Shareholder, provide facilities and services that the Applicant request, and carry out appropriate Coda Minerals Ltd (ACN 625 763 957) Prospectus ii Corporate Directory Directors Lead Manager Keith Jones Non-Executive Chair Christopher Stevens Chief Executive Officer and Executive Director Cumulus Wealth Pty Ltd Level 7, 330 Collins Street Melbourne, Victoria 3000 AFSL 524450 Paul Hallam Non-Executive Director Telephone: +61 3 8393 5820 Andrew (Robin) Marshall Non-Executive Director Email: info@cumulus-wealth.com.au Underwriter Executives Susan Park Company Secretary Kudzai Mtsambiwa Chief Financial Officer Westar Capital Limited 216 St Georges Terrace Perth, Western Australia 6000 AFSL 255789 Head Office Telephone: +61 8 6268 2688 6 Altona Street West Perth, Western Australia 6005 Email: info@westarcapital.com.au Legal Advisers Telephone: (08) 6270 6331 Email: info@codaminerals.com Website: www.codaminerals.com ASX Code: COD Blackwall Legal LLP Level 26, 140 St Georges Terrace PERTH WA 6000 Share Registry* Automic Registry Services Level 5, 126 Phillip Street Sydney, New South Wales 2000 Telephone: 1300 288 664 (within Australia) +61 2 9698 5414 (outside Australia) Email: hello@automicgroup.com.au Auditor* RSM Partners Australia Level 32, 2 The Esplanade Perth, Western Australia 6000 *Included for information purposes only. These entities have not been involved in the preparation of this Prospectus. Coda Minerals Ltd (ACN 625 763 957) Prospectus iii Contents Page 1. Investment Overview .................................................................................................................................... 4 2. Details of the Offers .................................................................................................................................... 10 3. Applications for New Securities .................................................................................................................. 17 4. Effect of the Offers ...................................................................................................................................... 23 5. Risk Factors .................................................................................................................................................. 29 6. Terms of Securities ...................................................................................................................................... 37 7. Continuous Disclosure Documents ............................................................................................................. 42 8. Additional Information ................................................................................................................................ 45 9. Directors’ Statement ................................................................................................................................... 56 10. Glossary of Terms ........................................................................................................................................ 57 Coda Minerals Ltd (ACN 625 763 957) Prospectus iv Key Information Indicative Timetable Event Date Announcement of Offers and lodgement of Appendix 3B with ASX Monday, 23 September 2024 Lodgement of Prospectus with ASIC and ASX ‘Ex’ Date Record Date to determine entitlements (at 5:00pm WST) Wednesday, 25 September 2024 Thursday, 26 September 2024 Prospectus (with Entitlement & Acceptance Forms) despatched to Eligible Shareholders Tuesday, 1 October 2024 Opening Date for Offers Last date to extend the Offers Thursday, 17 October 2024 Closing Date for Offers (at 4:00pm WST) Tuesday, 22 October 2024 New Securities commence trading on deferred settlement basis Announce results of Offers to ASX Wednesday, 23 October 2024 Tuesday, 29 October 2024 Issue New Securities under the Offers Normal trading in New Securities expected to commence on ASX Wednesday, 30 October 2024 Notes: 1. The above events, dates and times are indicative only and may be subject to change. The Company reserves the right to amend any of these events, dates and times without notice, subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, the Company reserves the right to extend the Closing Date and to accept late Applications. The Directors will give at least 3 Business Days’ prior notice of any extension to the Closing Date. 2. The commencement of trading of New Securities on ASX is subject to confirmation by ASX. General Enquiries For general enquiries, please contact the Company on (08) 6270 6331 or at info@codaminerals.com any time between 9:00am and 5:00pm (WST) Monday to Friday until the Closing Date. Alternatively, please consult your stockbroker or other professional adviser. For further information about how to participate in the Offer, please contact the Share Registry: • by email at corporate.actions@automicgroup.com.au; or • by phone on 1300 288 664 (within Australia), or +61 2 9698 5414 (international) between 8:30 am and 7:00pm (EST) Monday to Friday. Coda Minerals Ltd (ACN 625 763 957) Prospectus 1 Chair’s Letter Dear Shareholders, On behalf of the Board, I am pleased to present you with the Company's non-renounceable, pro-rata entitlement offer. Each Eligible Shareholder is being offered the right to subscribe for additional Shares in the Company at an issue price of $0.07 per New Share, to raise approximately $2 million (before costs) with the ability to accept oversubscriptions for up to an additional $1 million (before costs). This has been determined on the basis of 1 New Share for every 6 Shares registered in your name as at the Record Date. You will also receive 1 free attaching New Option for every 2 New Shares issued under the Entitlement Offer, with the New Options proposed to be quoted. Each New Options is exercisable at $0.15 each and will expire on 28 March 2029. The Company will apply for quotation of the New Options. The Company’s strategy is to pursue value uplift by leveraging our assets at Elizabeth Creek with ongoing work on economic and technical studies as well as exploration to better define both copper-cobalt-silver, and copper-gold mineralisation. We have also expanded our copper-gold exploration portfolio with the Kinloch Project in South Australia, which covers over 3,000 km² held jointly with Boss Energy. At the Elizabeth Creek Project, we are prioritising improvements in processing and copper recoveries. Initial results indicate we can achieve significantly better recoveries 1 than those from our previous scoping study, potentially enhancing returns without substantial increases in capital or operating costs. We are targeting the release of a new scoping study next quarter, incorporating results from our metallurgical work, the new Cattle Grid South deposit, and updated macro-economic assumptions. Exploration work has also revealed that the Emmie Bluff resource likely extends to the east2, offering additional growth opportunities. The current study outlines a 12-year production plan, and increasing our mineable copper resource would enhance mine life and overall value. Beyond our copper-cobalt project, Emmie Deeps (IOCG) provides potential for a total rerate of the Company. While drilling costs are high, successful exploration with an appropriate partner could extend the life of Emmie Bluff or position Emmie Deeps as a primary asset. Funds raised will support further study work at Elizabeth Creek and advance exploration across our portfolio, including additional targeting at Emmie Deeps and Kinloch. We have one of Australia’s largest undeveloped copper resources, with substantial growth potential both adjacent to Emmie Bluff and at depth. 1 The information is extracted from the Company’s announcement to ASX of 20 August 2024 entitled ‘NextStage Metallurgical Testwork Confirms Recovery Uplift’ and is available to view at www.codaminerals.com/wp-content/uploads/2024/08/2024082-1.pdf. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, that all material assumptions and technical parameters underpinning the estimates derived the original market announcement continue to apply and have not materially changed 2 The information is extracted from the Company’s announcement to ASX of 13 February 2024 entitled ‘MT Data Reinforces Evidence for Emmie Bluff Extension’ and is available to view at www.codaminerals.com/wpcontent/uploads/2024/02/20240213_Coda_ASX-ANN_MT-Data-Reinforces-Evidence-for-Emmie-BluffExtension_RELEASE.pdf. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, that all material assumptions and technical parameters underpinning the estimates derived the original market announcement continue to apply and have not materially changed. Coda Minerals Ltd (ACN 625 763 957) Prospectus 2 We remain in discussions with a number of potential funding partners. To date, through their due diligence processes, we have not been made aware of any significant project or development issues. Despite a slow funding environment in the junior copper sector, we believe sentiment will improve, leading to new opportunities. 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 Entitlement Offer, allowing us to unlock the value in the Company and deliver value to shareholders. 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. Keith Jones Chair Coda Minerals Ltd Coda Minerals Ltd (ACN 625 763 957) Prospectus 3 1. Investment Overview This information is a selective overview only. Prospective investors should read the Prospectus in full before deciding to invest in New Securities. Question Response Further Information Entitlement and Shortfall Offers What is the Entitlement Offer? The Entitlement Offer is a non-renounceable, pro rata offer to Eligible Shareholders to subscribe for 1 New Share for every 6 Shares held at the Record Date, together with 1 attaching New Option for every 2 New Shares subscribed, at an issue price of $0.07 per New Share, to raise up to approximately $2,045,079 before costs, with the ability to accept oversubscriptions for up to an additional $1,000,000 before costs. Section 2.1 29,215,426 New Shares and 14,607,713 New Options will be issued if the Entitlement Offer is fully subscribed. 43,501,140 New Shares and 21,750,570 New Options will be issued if the Entitlement Offer is fully oversubscribed. What is the Shortfall Offer? The Shortfall Offer is an offer to the general public to apply for New Securities not acquired by Eligible Shareholders under the Entitlement Offer (i.e. the Shortfall) at the same issue price and with the same entitlement to attaching New Options as under the Entitlement Offer. Section 2.2 Eligible Shareholders may apply for additional New Shares and attaching New Options which form part of the Shortfall. What is the purpose of the Entitlement Offer? The purpose of the Entitlement Offer (and the Shortfall Offer) is to raise up to between $2,045,079.82 and $3,045,079.82 before costs. The funds raised are intended to be applied towards: • ongoing technical and economic study updating work for the Elizabeth Creek Project; • exploration at the Elizabeth Creek Project, target resource extensions and new growth opportunities; • ongoing permitting and environmental approvals; • the costs of the Offers; and Section 2.1(d) the general working capital requirements of the Company. Coda Minerals Ltd (ACN 625 763 957) Prospectus 4 Question Response Further Information Who is eligible to participate? Entitlement Offer Sections 2.1(e) , 2.1(f) and 2.2(a) Shareholders with a registered address in Australia and New Zealand who are registered as the holder of Shares at 5:00pm (WST) on the Record Date of Thursday, 26 September 2024 are eligible to participate in the Entitlement Offer. Shortfall Offer The Shortfall Offer is open to the general public, including Eligible Shareholders. Can Eligible Shareholders trade their Entitlements? No. The Entitlement Offer is non-renounceable. Accordingly, Eligible Shareholders may not trade their Entitlements. Section 2.1(b) Is the Entitlement Offer underwritten? Yes, the Entitlement Offer is underwritten by Westar Capital Limited for up to $2,045,079.82, representing up to 29,215,426 New Shares with corresponding attaching New Options. Sections 2.1(g) and 8.2 The Lead Manager and the Underwriter have entered into a Sub-Underwriting Agreement pursuant to which the Lead Manager is engaged as the priority sub-underwriter in relation to the full Underwriting Commitment. Will the rights issue exception to the takeover restrictions apply? No, the ‘rights issue’ exception to the takeovers restrictions in item 10 of section 611 of the Corporations Act does not apply to the Entitlement Offer. Section 2.1(j) How will the Shortfall be allocated? Any Shortfall will be allocated at the discretion of the Directors having regard to the best interests of the Company and to maximise the funds raised from the Offers, but not in a manner likely to exacerbate a potential unacceptable control effect on the Company. Section 2.2(b) Applications will be scaled back to the extent required to prevent any person (whether the Applicant or not) contravening the takeovers restrictions in section 606 of the Corporations Act (i.e. acquiring a controlling interest in 20% or more of the Shares on issue). Related Parties will not be allocated any Shortfall, other than pursuant to any sub-underwriting arrangement disclosed in this Prospectus. Has a lead manager been appointed? Yes, the Company has engaged Cumulus Wealth Pty Ltd as lead manager for the Entitlement Offer and Shortfall Offer. Section 2.5 Are the Directors participating? At the Prospectus Date, all Directors propose to participate in the Entitlement and Shortfall Offers by subscribing for a total of 1,669,743 New Shares for $116,882.01, including pursuant to sub-underwriting arrangements. Sections 2.1(g) and 8.4(c) Coda Minerals Ltd (ACN 625 763 957) Prospectus 5 Question Response Further Information The Lead Manager Offer is an offer to the Lead Manager (or its nominee) to subscribe for up to: Section 2.3 Lead Manager Offer What is the Lead Manager Offer? • 857,143 New Shares and 428,572 attaching New Options, in lieu of a $60,000 corporate advisory fee; and • 6,000,000 New Options at $0.00001 each, pursuant to the terms of the Lead Manager Mandate. Sub-Underwriter Offer What is the SubUnderwriter Offer? The Sub-Underwriter Offer is an offer to the Lead Manager (or its nominee) to subscribe for up to 7,303,856 New Options, for acting as priority sub-underwriter to the Entitlement Offer. Section 2.4 The Company has 175,292,556 Shares on issue at the Prospectus Date. Sections 4.1, 4.2 and 4.3 Effects of the Offers How will the Offers affect the capital structure? If the Entitlement Offer is fully subscribed (i.e. $2,045,079.82 is raised), a further 29,215,426 New Shares will be issued under all the Offers (including pursuant to underwriting arrangements). If the Entitlement Offer is fully oversubscribed (i.e. $3,045,079.82 is raised), a total of 43,501,140 New Shares will be issued under all the Offers (including pursuant to underwriting arrangements). If Eligible Shareholders do not take up their full Entitlements, their percentage shareholding in the Company may be diluted by between 14.29% and 19.88% from the position at the Prospectus Date. Further, the Company expects to issue between 28,340,141 and 35,482,998 additional Options under the Offers. If these Options are exercised, the resulting Shares would represent an increase to the Shares on issue of between 12.17% and 13.95%, based on the anticipated number of Shares on issue following close of the Offers. How will the Offers affect control of the Company? The Offers are not expected to have any material effect on control of the Company. However, the extent to which the Offers affect control (if at all) will largely depend upon the level of Entitlements taken up by Eligible Shareholders under the Entitlement Offer, and the number of New Shares for which the Underwriter (and sub-underwriters) is required to subscribe. Section 4.4 As noted above, the Company will seek to allocate the Shortfall to Applicants in a manner which does not exacerbat