For Personal Use Only Use Personal for Shares Pursuant to This Prospectus

Eagle Nickel Limited (to be renamed "Pure Minerals Limited") ACN 125 368 658 PROSPECTUS For an offer of 225,000,000 Shares (on a post-Consolidation basis) at an issue price of $0.02 each to raise $4,500,000 (before costs) (Public Offer). The minimum subscription under the Public Offer is $4,500,000. This Prospectus also contains the following Secondary Offers: 1. An offer of 17,500,000 Shares (on a post-Consolidation basis) to the vendors of Pure Manganese Pty Ltd (Pure Manganese) and the vendor of Minerals Development Pty Ltd (MDV) (or their respective nominees) for the acquisition of all of the shares in Pure Manganese by the Company and the acquisition of 80% of the shares in MDV by Pure Manganese (Consideration Offer). 2. An offer of 5,000,000 Shares (on a post-Consolidation basis) to the Lead Manager (or its nominees) in part consideration for corporate advisory services provided to the Company (Facilitation Offer). (Together, the Offers). Re-compliance with Chapters 1 and 2 In addition to the purpose of raising funds under the Public Offer, this Prospectus is issued for the purpose of re-complying with the admission requirements under Chapters 1 and 2 of the Listing Rules following a change to the scale of the Company's activities. Conditional Offers The Offers are conditional upon certain events occurring. Please refer to Section 2.3 for further information. The Offers are not underwritten. Important notice This is an important document and investors should read the document in its entirety and are advised to consult with their professional advisers before deciding whether to apply for For personal use only Shares pursuant to this Prospectus. Investment in the Shares offered pursuant to this Prospectus should be regarded as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 4 for a summary of the key risks associated with an investment in the Shares. Table of Contents Section Page No. Important Information .......................................................................... ii Corporate Directory ............................................................................ iv Letter from the Board ........................................................................... v Key Offer Details ................................................................................ vi Indicative Timetable ............................................................................ vii Investment Overview ........................................................................... ix 1. Transaction overview .................................................................. 1 2. Details of Offers ........................................................................ 4 3. Overview of the Company, Pure Manganese and the Merged Group ........ 14 4. Risk Factors ............................................................................. 22 5. Investigating Accountant's Report .................................................. 32 6. Independent Geologist's Report .................................................... 47 7. Independent Solicitors' Report .................................................... 123 8. Board, Management and Corporate Governance .............................. 146 9. Material Contracts ................................................................... 155 10. Additional information ............................................................. 162 11. Authorisation ......................................................................... 169 12. Glossary of Terms ................................................................... 170 For personal use only Page i IMPORTANT INFORMATION required on the relevant Application Form, the Company Prospectus may not be able to accept or process your Application. This Prospectus is dated, and was lodged with ASIC on, No document or information included on the Company's 4 May 2017. Neither ASIC nor ASX (or their respective website is incorporated by reference into this Prospectus. officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Offer outside Australia Prospectus relates. The expiry date of this Prospectus is 5.00pm WST on that date which is 13 months after the No action has been taken to register or qualify the Shares date this Prospectus was lodged with ASIC. No Shares the subject of this Prospectus, or the Offers, or otherwise to will be issued on the basis of this Prospectus after that permit the offering of the Shares, in any jurisdiction outside expiry date. Australia. The distribution of this Prospectus in jurisdictions outside of Australia may be restricted by law and persons Application will be made to ASX within 7 days of the who come into possession of this Prospectus outside of date of this Prospectus for Official Quotation of the Australia should seek advice on and observe any such Shares the subject of the Offers. restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This No person is authorised to give any information or to Prospectus does not constitute an offer of Shares in any make any representation in connection with the Offers, jurisdiction where, or to any person to whom, it would be other than as is contained in this Prospectus. Any unlawful to issue this Prospectus. information or representation not contained in this Prospectus should not be relied on as having been made See Section 2.12 for further information on Hong Kong. or authorised by the Company or the Directors in connection with the Offers. Speculative Investment Re-compliance with Chapters 1 and 2 of the Listing The Shares offered pursuant to this Prospectus should be Rules considered highly speculative. There is no guarantee that the Shares offered pursuant to this Prospectus will make a The Acquisition will constitute a change to the scale of return on the capital invested, that dividends will be paid on the Company's activities. Pursuant to Listing Rule 11.1.3, the Shares or that there will be an increase in the value of the Company must re-comply with the admission the Shares in the future. requirements of Chapters 1 and 2 of the Listing Rules, as if applying for admission to the official list of ASX. Prospective investors should read this Prospectus in its Accordingly, this Prospectus is issued for the purpose of entirety and carefully consider whether the Shares offered satisfying Chapters 1 and 2 of the Listing Rules, as well pursuant to this Prospectus are an appropriate investment as for the purpose of raising funds under the Public for them in light of their personal circumstances, including Offer. their financial and taxation position. Persons considering applying for Shares pursuant to the Prospectus should obtain Conditional Offers professional advice from an accountant, stockbroker, lawyer or other adviser before deciding whether to invest. Refer to The Offers contained in this Prospectus are conditional Section 4 for details relating to the key risks applicable to an on certain events occurring. If these events do not investment in the Shares. occur, the Offers will not proceed and investors will be refunded their Application Monies without interest. Using this Prospectus Please refer to Section 2.3 for further details on the conditions attaching to the Offers. Persons wishing to subscribe for Shares offered by this Prospectus should read this Prospectus in its entirety in Electronic Prospectus and Application Form order to make an informed assessment of the assets and liabilities, financial position and performance, profits and This Prospectus will generally be made available in losses, and prospects of the Company and the rights and electronic form by being posted on the Company's liabilities attaching to the Shares offered pursuant to this website at www.eaglenickel.com. Persons having Prospectus. If persons considering subscribing for Shares received a copy of this Prospectus in its electronic form offered pursuant to this Prospectus have any questions, they may obtain an additional paper copy of this Prospectus should consult their stockbroker, solicitor, accountant or and the relevant Application Form (free of charge) from other professional adviser for advice. the Company's registered office by contacting the Company as detailed in the Corporate Directory. The Forward-Looking Statements Offers constituted by this Prospectus in electronic form are only available to persons receiving an electronic This Prospectus contains forward-looking statements which version of this Prospectus and the relevant Application are identified by words such as "believes", "estimates", Form within Australia. "expects", "targets", "intends", "may", "will", "would", "could", or "should" and other similar words that involve risks and Applications will only be accepted on the relevant uncertainties. Application Form attached to, or accompanying, this Prospectus or in its paper copy form as downloaded in its These statements are based on an assessment of present For personal use only entirety from www.eaglenickel.com. The Corporations economic and operating conditions, and on a number of Act prohibits any person from passing on to another assumptions regarding future events and actions that, as at person any Application Form unless it is accompanied by the date of this Prospectus, are considered reasonable. or attached to a complete and unaltered copy of this Such forward-looking

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