Prospectus INITIAL PUBLIC OFFERING Prospectus for the offer of a minimum of 35,000,000 Shares at an issue price of A$0.20 each to raise $7,000,000 (Minimum Subscription) and a maximum of 50,000,000 Shares at an issue price of A$0.20 each to raise up to A$10,000,000 (Maximum Subscription) (Offer), including a priority offer of 5,000,000 Shares to Existing Magmatic Shareholders and Existing NSR Shareholders (Priority Offer). Lead Manager: Taylor Collison Limited For personal use only Australian Gold and Copper Limited (ACN 633 936 526) This document is important and it should be read in its entirety. If you are in any doubt as to the contents of this document, you should consult your sharebroker, solicitor, professional adviser, banker or accountant without delay. This Prospectus is issued pursuant to section 710 of the Corporations Act 2001 (Cth). The securities offered by this Prospectus are considered to be highly speculative. IMPORTANT INFORMATION provide financial product advice in respect of its securities or any other financial products. Offer This Prospectus is important and you should read it in its The offer contained in this prospectus (this Prospectus) is entirety, along with each of the documents incorporated by an offer for a Minimum Subscription of 35,000,000 Shares reference, prior to deciding whether to invest in the and a Maximum Subscription of up to 50,000,000 Shares Company’s Shares. There are risks associated with an in Australian Gold and Copper Ltd ACN 633 936 526 investment in the Shares, and you must regard the Shares (AGC, the Company, we or us) for subscription at A$0.20 offered under this Prospectus as a highly speculative each to raise a minimum of A$7,000,000 and up to a investment. Some of the risks that you should consider are maximum of A$10,000,000 (Offer), including a priority set out in Section 4 (Risk Factors). You should carefully offer of 5,000,000 Shares at $0.20 each to Existing consider these risks in light of your personal Magmatic Shareholders and Existing NSR Shareholders circumstances including financial and taxation issues. (Priority Offer). This Prospectus is issued by the There may also be additional risks that you should Company for the purposes of Chapter 6D of the consider in light of your personal circumstances. Corporations Act 2001 (Cth) (Corporations Act). If you do not fully understand this Prospectus or are in The Offer under this Prospectus is subject to the Spin-Off doubt as to how to analyse or interpret it, you should seek Conditions. described in the Investment Overview and set professional guidance from your stockbroker, lawyer, out in Section 3.8 of this Prospectus. No Shares will be accountant or other professional advisor before deciding issued under this Prospectus until such time as the Spin- whether to invest in the Shares. Off Conditions are satisfied. In the event that these conditions are not met then the listing of AGC on ASX will No person named in this Prospectus guarantees the not proceed and all Application Monies received will be Company’s performance or any return on investment or returned to applicants without interest. any return of capital made pursuant to this Prospectus. Lodgement and listing No offer where Offer would be illegal This Prospectus is dated 18 November 2020 and a copy of This Prospectus does not constitute a public offer or this Prospectus was lodged with the Australian Securities invitation in any place in which, or to any person to whom, and Investments Commission (ASIC) on that date. The it would not be lawful to make such an offer or invitation. Company will apply to the Australian Securities Exchange No action has been taken to register or qualify the Shares (ASX) for admission of the Company to the official list of or the Offer, or to otherwise permit a public offering of the the ASX (the Official List) within seven days after the date Shares in any jurisdiction outside Australia. of this Prospectus. The fact that the ASX may admit the Company to its Official List is not to be taken in any way as There may be legal restrictions related to the distribution of an indication of the merits of the Shares, the Offer or the this Prospectus (including in electronic form) outside Company. Australia and New Zealand, and therefore any person who resides outside Australia or New Zealand, and who ASIC, the ASX and their officers take no responsibility for receives this Prospectus outside Australia or New the contents of this Prospectus or the merit of the Zealand, should seek advice on, and observe, any such investment to which this Prospectus relates. restrictions. Any person who has a registered address in any country outside of Australia and New Zealand, and Expiry Date who receives this Prospectus may only apply for Shares if that person is able to reasonably demonstrate to the satisfaction of the Company that they may participate in No Shares will be allotted or issued on the basis of this the Offer relying on a relevant exception from, or are not Prospectus after 18 December 2021, which is 13 months otherwise subject to, the lodgement, filing, registration or from the date of this Prospectus. other requirements of any applicable securities laws in the jurisdiction in which they have such registered address. Exposure Period The Company will not offer to sell, nor solicit an offer to The Corporations Act prohibits the Company from purchase, any securities in any jurisdiction where such processing applications to subscribe for Shares under the offer, sale or solicitation may be unlawful. Any failure to Offer (Application) during the seven day period after the comply with these restrictions may constitute violation of date of lodgement of this Prospectus (the Exposure applicable securities laws. Period). This period may be extended by ASIC for a further seven days. This period is an Exposure Period to This document does not constitute an offer of Shares of enable market participants to examine this Prospectus the Company in any jurisdiction in which it would be prior to the raising of funds under the Offer. Applications unlawful. In particular, this document may not be received during the Exposure Period will not be processed distributed to any person, and the Shares may not be until after the expiry of the Exposure Period. No preference offered or sold, in any country outside Australia and New will be conferred on Applications received during the Zealand except to the extent permitted below. Exposure Period. For personal use only The Shares being offered pursuant to this Prospectus Notice to Applicants have not been registered under the United States Securities Act of 1933, as amended (US Securities Act) or The information in this Prospectus is not financial product any US state securities laws and may not be offered or advice and does not take into account your investment sold in the United States absent registration or an objectives, financial situation or particular needs. This applicable exemption from registration under the US Prospectus should not be construed as financial, taxation, Securities Act and applicable state securities laws. This legal or other advice. The Company is not licensed to Prospectus does not constitute an offer to sell, or the 2 solicitation of an offer to buy, nor shall there be any sale of The Shares have not been and will not be registered under the Securities in any state or other jurisdiction in which Article 4, paragraph 1 of the Financial Instruments and such offer, solicitation or sale would be unlawful under Exchange Law of Japan (Law No. 25 of 1948), as applicable law, including the US Securities Act. amended (the "FIEL") pursuant to an exemption from the registration requirements applicable to a private placement Hong Kong of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). WARNING: This document has not been, and will not be, Accordingly, the Shares may not be offered or sold, registered as a prospectus under the Companies (Winding directly or indirectly, in Japan or to, or for the benefit of, Up and Miscellaneous Provisions) Ordinance (Cap. 32) of any resident of Japan other than Qualified Institutional Hong Kong, nor has it been authorised by the Securities Investors. Any Qualified Institutional Investor who acquires and Futures Commission in Hong Kong pursuant to the Shares may not resell them to any person in Japan that is Securities and Futures Ordinance (Cap. 571) of the Laws not a Qualified Institutional Investor, and acquisition by any of Hong Kong (the "SFO"). No action has been taken in such person of Shares is conditional upon the execution of Hong Kong to authorise or register this document or to an agreement to that effect. permit the distribution of this document or any documents issued in connection with it. Accordingly, the Shares have not been and will not be offered or sold in Hong Kong Financial information and amounts other than to "professional investors" (as defined in the SFO and any rules made under that ordinance). All financial amounts contained in this Prospectus are expressed in Australian Dollars (Australian Dollars or No advertisement, invitation or document relating to the A$), unless otherwise stated. Any discrepancies between Shares has been or will be issued, or has been or will be in totals and sums of components in figures and tables the possession of any person for the purpose of issue, in contained in this Prospectus are due to rounding.