Prospectus Until Those Conditions Are Met

17 February 2021 Maja McGuire Director TechGen Metals Limited TECHGEN METALS LIMITED (ACN 624 721 035) For an offer of a minimum of 25,000,000 fully paid ordinary shares in the capital of the Company (Shares) and a maximum of 30,000,000 Shares, at an issue price of $0.20 per Share, to raise between $5,000,000 and $6,000,000 (before costs) (the Offer). The Offer is conditional upon satisfaction of the Conditions, which are detailed further in Section 2.4. No Shares will be issued pursuant to this Prospectus until those Conditions are met. Co-Lead Managers: Novus Capital Limited Vert Capital Pty Ltd ACN 006 711 995 ACN 635 566 424 IMPORTANT INFORMATION This is an important document that should be read in its entirety. If you have any queries or do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered highly speculative. This Offer is not underwritten. PROSPECTUS CONTENTS 2 Prospectus | TechGen Metals Limited CORPORATE DIRECTORY DIRECTORS PROPOSED ASX CODE Maja McGuire (Non- Executive Chair) TG1 Ashley Hood (Managing Director) Andrew Jones (Executive Director) REGISTERED OFFICE AND Sathiaseelan (Rick) Govender (Non-Executive Director/ PRINCIPAL PLACE OF BUSINESS Chief Financial Officer) Level 28, AMP Tower COMPANY SECRETARY 140 St Georges Terrace Perth WA 6000 Sathiaseelan (Rick) Govender Telephone: +61 8 6557 6606 SOLICITORS Email: [email protected] Website: www.techgenmetals.com.au Nova Legal Pty Ltd Level 2, 50 Kings Park Road SHARE REGISTRY* West Perth WA 6005 Automic Pty Ltd INVESTIGATING ACCOUNTANT Level 5, 126 Phillip Street Sydney NSW 2000 PKF Brisbane Audit Level 6, 10 Eagle Street INVESTOR ENQUIRIES Brisbane QLD 4001 Automic Pty Ltd INDEPENDENT EXPERT GEOLOGIST Level 5, 126 Phillip Street Sydney NSW 2000 FRM Geological Services Phone: 1300 288 664 (within Australia) 56 London Street Phone: +61 2 9698 5414 (international) North Perth WA 6006 Fax: +61 2 8583 3040 Email: [email protected] LEGAL REPORT ON THE PROJECT House Legal Pty Ltd CO-LEAD MANAGERS 86 First Avenue Novus Capital Limited Mount Lawley WA 6050 Level 11, Plaza Building 95 Pitt Street, Sydney NSW 2000 Phone: +61 9375 0114 www.novuscapital.com.au Vert Capital Pty Ltd 326 Rokeby Road Subiaco WA 6008 AUDITOR PKF Brisbane Audit Level 6, 10 Eagle Street Brisbane QLD 4001 *This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus. 1 Prospectus | TechGen Metals Limited IMPORTANT NOTICE GENERAL APPLICANTS OUTSIDE AUSTRALIA This Prospectus is dated 17 February 2021 and was lodged with This Prospectus does not constitute an offer or invitation in the ASIC on that date. Neither ASX nor ASIC and its officers any place in which, or to any person to whom it would not be take responsibility for the contents of this Prospectus or the lawful to make such an offer or invitation. The distribution of merits of the investment to which this Prospectus relates. No this Prospectus (in electronic or hard copy form) in jurisdictions Shares may be issued on the basis of this Prospectus later outside Australia may be restricted by law and persons who than 13 months after the date of this Prospectus. come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply It is important that you read this Prospectus in its entirety with such restrictions may constitute a violation of applicable and seek professional advice where necessary. The Shares securities laws. No action has been taken to register to qualify the subject of this Prospectus should be considered highly the Shares, or the Offer, or otherwise permit a public offering speculative. of Shares, in any jurisdiction outside Australia. Refer to Section No person is authorised to give information or to make any 2.14 for more information. representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or NEW ZEALAND representation not so contained may not be relied on as having been authorised by the Company in connection with This Prospectus has not been registered, filed with or approved this Prospectus. by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the FMC Act). The Shares are EXPOSURE PERIOD not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to This Prospectus will be circulated during the Exposure Period. a person who: The purpose of the Exposure Period is to enable this Prospectus a) is an investment business within the meaning of clause 37 to be examined by market participants prior to the raising of of Schedule 1 of the FMC Act; funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus and, in b) meets the investment activity criteria specified in clause 38 those circumstances, any application that has been received of Schedule 1 of the FMC Act; may need to be dealt with in accordance with Section 724 c) is large within the meaning of clause 39 of Schedule 1 of of the Corporations Act. Applications for Shares under this the FMC Act; Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be d) is a government agency within the meaning of clause 40 of conferred on Applications lodged prior to the expiry of the Schedule 1 of the FMC Act; or Exposure Period. e) is an eligible investor within the meaning of clause 41 of the FMC Act. PROSPECTUS AVAILABILITY A copy of this Prospectus can be downloaded from the FORWARD LOOKING STATEMENTS website of the Company at www.techgenmetals.com.au. If This Prospectus contains forward-looking statements which you are accessing the electronic version of this Prospectus are identified by words such as ‘could’, ‘believes’, ‘may’, for the purpose of making an investment in the Company, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar you must be an Australian resident and must only access this words that involve risks and uncertainties. These statements Prospectus from within Australia. are based on an assessment of present economic and The Corporations Act prohibits any person passing onto operating conditions, and on a number of assumptions another person an Application Form unless it is attached to a regarding future events and actions that, as at the date of this hard copy of this Prospectus or it accompanies the complete Prospectus, are expected to take place. Such forward-looking and unaltered version of this Prospectus. You may obtain a statements are not guarantees of future performance and hard copy of this Prospectus free of charge by contacting the involve known and unknown risks, uncertainties, assumptions Company. The Company reserves the right not to accept an and other important factors, many of which are beyond the Application Form from a person if it has reason to believe control of the Company, and its Directors and management. that when that person was given access to the electronic The Company cannot and does not give any assurance that Application Form, it was not provided together with the the results, performance or achievements expressed or electronic Prospectus and any relevant supplementary or implied by the forward-looking statements contained in this replacement prospectus or any of those documents were Prospectus will actually occur and investors are cautioned not incomplete or altered. to place undue reliance on these forward-looking statements. 2 Prospectus | TechGen Metals Limited IMPORTANT NOTICE The Company has no intention to update or revise forward- SPECULATIVE INVESTMENT looking statements, or to publish prospective financial information in the future, regardless of whether new The Shares offered under this Prospectus are considered information, future events or any other factors affect the speculative. There is no guarantee that the Shares offered will information contained in this Prospectus, except where make a return on the capital invested, that dividends will be required by law. These forward looking statements are subject paid on the Shares, or that there will be an increase in the to various risk factors that could cause our actual results to value of the Shares in the future. Prospective investors should differ materially from the results expressed or anticipated in carefully consider whether the Shares offered under this these statements. These risk factors are set out in Section 5 of Prospectus are an appropriate investment for them in light of this Prospectus. their personal circumstances, including but not limited to their financial and taxation position. Refer to Section 5 for details of PHOTOGRAPHS AND DIAGRAMS the risks associated with an investment in the Company. Photographs used in this Prospectus which do not have RISK FACTORS descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the You should read this document in its entirety and, if in any Prospectus or its contents or that the assets shown in them doubt, consult your professional advisers before deciding are owned by the Company. Diagrams used in this Prospectus whether to apply for Shares. There are risks associated with are illustrative only and may not be drawn to scale. an investment in the Company. The Shares offered under this Prospectus carry no guarantee with respect to return on COMPETENT PERSONS STATEMENT capital investment, payment of dividends or the future value of the Shares. Refer to Section 5 for details of some of the The information in this Prospectus (including the Company key risks associated with an investment in the Company that Overview in Section 3 and the Independent Geologist’s Report should be considered by prospective investors.

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