Stanmore Resources : Retail Offer Booklet

Important Notices

This Retail Offer Booklet was prepared and issued by Stanmore Resources Limited (ACN 131 920 968) (Stanmore or Company) and is dated 10 March 2022.

This Retail Offer Booklet is not a prospectus

This Retail Offer Booklet contains an offer of New Shares to Eligible onlyRetail Shareholders and has been prepared in reliance on section

708AA of the Corporations Act (as modified by ASIC Corporations (Non-TraditionalRights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73) which

allows non-traditional rights issues to be conducted without a prospectus. This document is not a prospectus or other disclosure

document under the Corporations Act, and does not contain all of the information which would be found in a prospectus, or which may be required by an investor to make an informed decision in respect of the Retail Entitlement Offer. This document has not been lodged with

ASIC.

This is an important document and requires your immediate useatt ntion

It is important that you carefully read this Retail Offer Booklet in its

entirety before making a decision in relation to the Retail Entitlement Offer.

In particular, you should consider the risk factors outlined in the Investor Presentation which could affect the financial and operating performance of Stanmore or the value of your investment in Stanmore.

By applying for New Shares, including by submitting the Entitlement

and Acceptance Form or making a payment by BPAY® for your New personalShares, you acknowledge that you have read this Retail Offer Booklet

nd you have acted in accordance with and agree to the terms of the

Ret il Entitlement Offer detailed in this Retail Offer Booklet.

Investment decisions

The i formation in this Retail Offer Booklet does not constitute financial product advice and does not take into account your investment

bjectives, financial situation or particular needs. If after reading this

d cument, you have any questions about the Retail Entitlement Offer, y u should contact your stockbroker, accountant or other professional adviser.

The potential tax effects of the Retail Entitlement Offer will vary between investors. Investors should satisfy themselves of any possible tax consequences by consulting their professional tax advisor.

Publically available information

Announcements released by Stanmore in accordance with its periodic and continuous disclosure obligations under the Corporations Act and ASX Listing Rules are available from the ASX website (at www.asx.com.au) and Stanmore's website (at www.stanmore.net.au). Although these announcements are not incorporated into this Retail Offer Booklet, investors should have regard to them before making a decision whether or not to participate in the Retail Entitlement Offer, or

Forto otherwise invest in the Company.

Stanmore may release further announcements after the date of this Retail Offer Booklet and throughout the Offer Period which may be relevant to your consideration of the Retail Entitlement Offer. Investors should check whether any further announcements have been released by Stanmore after the date of this Retail Offer Booklet prior to taking action or deciding to do nothing in relation to the Entitlement Offer. These announcements will be available from the ASX website (at www.asx.com.au) and Stanmore's website (at www.stanmore.net.au).

Forward-looking statements

This Retail Offer Booklet contains certain forward-looking statements. Forward-looking statements may generally be identified by the use of forward-looking words such as "believe", "aim", "expect", "anticipate", "intending", "foreseeing", "likely", "should", "planned", "may", "estimate", "potential", or other similar words. Statements that describe Stanmore's objectives, plans, goals or expectations are or may be forward-looking statements.

Any forward-looking statements in this Retail Offer Booklet are made, and reflect views held, only as at the date of this Retail Offer Booklet. Stanmore makes no representation and gives no assurance or guarantee that the occurrence of the events or the achievement of results expressed or implied in such statements will actually occur. You are cautioned not to place reliance on any forward-looking statement, and all forward-looking statements attributable to Stanmore or any person acting on their behalf are qualified by this cautionary statement.

Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors many of which are outside the control of Stanmore and its directors and management. A number of important factors could cause the actual results, performance or achievements of Stanmore to be materially different from the results, performance or achievements expressed or implied by such statements, and the assumptions on which statements are based, certain of which are summarised in the "Risks" section of the Investor Presentation attached to this Retail Offer Booklet. You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the COVID-19 pandemic.

To the maximum extent permitted by law, Stanmore and its directors, officers, employees, agents, associates and advisers disclaim any obligations or undertaking to update or revise publicly any forward- looking statements after the date of the Retail Offer Booklet 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, or any changes as a result of new information, future events or results or otherwise.

Risks

Refer to the "Risks" section of the Investor Presentation attached to this Retail Offer Booklet for a summary of certain risk factors that may affect Stanmore.

Past performance

Investors should note that past performance, including past share price performance of the Company and the pro forma historical information in the Investor Presentation attached to this Retail Offer Booklet, is given for illustrative purposes only and cannot be relied on as an indicator of, and provides no guidance as to, future Company performance, including future share price performance.

Foreign jurisdictions

This Retail Offer Booklet and the accompanying Entitlement and Acceptance Form do not, and are not intended to, constitute an offer, invitation or issue in any place in which, or to any person to whom, it would be unlawful to make such an offer, invitation or issue. In particular, this Retail Offer Booklet does not constitute an offer to Ineligible Shareholders. By applying for New Shares, including by submitting the Entitlement and Acceptance Form or making a payment by BPAY® you represent and warrant that there has been no breach of such laws.

The distribution of this Retail Offer Booklet outside of Australia, New Zealand and Singapore is restricted by law, and persons who come into possession of it should seek advice and observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws. Stanmore disclaims all liabilities to such persons. Eligible Retail Shareholders who are not resident in Australia, New Zealand or Singapore are responsible for ensuring that taking up New Shares under the Retail Entitlement Offer does not breach the selling restrictions set out in this Retail Offer Booklet or otherwise violate the securities laws in the relevant overseas jurisdictions.

No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements, the New Shares or the Additional New Shares, or otherwise to permit a public offering of the New Shares, in any jurisdiction outside Australia, New Zealand and Singapore.

Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your application for New Shares is subject to all requisite authorities and clearance being obtained for Stanmore to lawfully receive your Application Monies.

New Zealand

The Entitlements and the New Shares are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021. The offer of New Shares is renounceable in favour of members of the public.

This Retail Offer Booklet has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This document is not a product disc osure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement

onlyThis Retail Offer Booklet and any accompanying ASX announcements and the Entitlement and Acceptance Form may not be distributed or released in the United States and do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or

u der New Zealand law is required to contain.

U ited States

to any persons who are acting for the account or benefit of a person in the United States.

useAccordingly, the Entitlements may not be taken up or exercised by, and the New Shares and Additional New Shares may not be offered, sold or resold to persons in the United States or persons who are acting for the account or benefit of a person in the United States, unless they have

N ith r the Entitlements, the New Shares or the Additional New Shares

offered in the Retail Entitlement Offer have been, or will be, registered under the US Securities Act of 1933 (US Securities Act) or the

ecurities laws of any state or other jurisdiction of the United States.

been registered under the US Securities Act or offered or sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable securities laws of any st te or other jurisdiction of the United States. The Entitlements, the New Shares and the Additional New Shares to be offered and sold in the Retail Entitlement Offer may only be offered and sold outside the

personalSingapore

This document and any other materials relating to the Entitlements and the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or pu chase, of Entitlements and New Shares, may not be issued, circulated or distributed, nor may the Entitlements and New Shares be off r d or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision

(4) of Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

ForThis document has been given to you on the basis that you are (i) an existing holder of the Company's shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined in the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the Entitlements or the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Entitlements or New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Time

Times and dates in this Retail Offer Booklet are indicative only and subject to change. Unless otherwise indicated, all times and dates refer to Sydney, New South Wales, Australia time.

Defined terms and abbreviations

Terms and abbreviations used in this Retail Offer Booklet are defined in section 6 of this Retail Offer Booklet.

Foreign exchange

All references to "$" are AUD unless otherwise noted.

Disclaimer

Determination of eligibility of investors for the purposes of the institutional or retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Company and the Underwriter. To the maximum extent permitted by law, each of the Company and the Underwriter and each of their respective affiliates disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion.

Neither the Underwriter nor any Underwriter Party has authorised, permitted or caused the issue or lodgement, submission, despatch or provision of this Retail Offer Booklet, and there is no statement in this Retail Offer Booklet which is based on any statement made by the Underwriter or by any Underwriter Party. To the maximum extent permitted by law, each Underwriter and the Underwriter Party expressly disclaims all duties and liabilities (including fraud, negligence and negligent misstatement) in respect of, and makes no responsibility from, any part of this Retail Offer Booklet or any action taken by you on the basis of the information in this Retail Offer Booklet, and make no representation or warranty as to the fairness, currency, accuracy, reliability or completeness of this Retail Offer Booklet.

The Underwriter makes no recommendation as to whether you or your related parties should participate in the Retail Entitlement Offer nor does it make any representations or warranties, express or implied, to you concerning the Entitlement Offer or any such information, and by applying for New Shares, including by submitting the Entitlement and Acceptance Form or making a payment by BPAY® you represent, warrant and agree that you have not relied on any statements made by the Underwriter or the Underwriter Party in relation to the New Shares or the Entitlement Offer generally.

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