Prospectus

Made by: Cooper Metals Limited (ACN 647 594 956) (Company).

Product: Loyalty options (Options) in connection with a non-renounceable entitlement issue under a prospectus dated 16 July 2024.

Effective date: 16 July 2024

This target market determination (TMD) has been prepared by the Company in relation to an offer to issue one (1) Option for every ten (10) Shares held by Eligible Shareholders (Loyalty Offer) made by the Company under a prospectus dated 16 July 2024 (Prospectus). A copy of the Prospectus is available on ASX’s Announcement Platform: https://www.asx.com.au/markets/trade-our-cash-market/announcements.cpm.

The Loyalty Offer will be made under, or accompanied by, a copy of the Prospectus. Any recipient of this TMD should carefully read and consider the Prospectus in full and consult their professional adviser if they have any questions regarding the contents of the Prospectus. Any recipient of this TMD who wants to acquire Options under the offer will need to complete the application form that will be in, or will accompany, the Prospectus. There is no cooling off period in respect of the issue of the Options. This TMD is not a disclosure document for the purposes of the Corporations Act 2001 (Cth), and therefore has not been lodged, and does not require lodgement, with the Australian Securities and Investments Commission (ASIC) nor does it contain a full summary of the terms and conditions of the Options.

This TMD does not take into account what you currently have, or what you want and need, for your financial future. It is important for you to consider these matters and read the Prospectus before you make an investment decision. The Company is not licensed to provide financial product advice in relation to the Options.

1. TARGET MARKET

Factor	Target market
Investment Objective	The Company expects that an investment in Options will be suitable to investors who wish to gain exposure to equities in a small/mid-cap mining company listed on the Australian Securities Exchange (ASX).
Investment Timeframe	The target market of investors will take a short to medium term outlook on their investment. Investors with a short-term outlook for their investment will benefit from an anticipated listing of the Options on ASX, as well as an ability to exercise Options and trade the underlying Shares issued on exercise should the exercise price of the Options be lower than the trading price of Shares. Investors with a medium-term outlook will benefit from an ability to exercise the Options before the date that is 24 November 2026 and increase their shareholding and exposure to the potential upside in the Company’s Shares into the future. Given the need to pay the exercise price in order to acquire Shares, Investors in the target market are in a financial position that is sufficient for them to invest their funds until 24 November 2026 should they wish to exercise their Options. Any decision to exercise the Options is likely to be based on the trading price of the Shares.
Product description and key attributes	The key eligibility requirements and product attributes of the Options are: · the Loyalty Offer is a pro-rata non-renounceable offer to Eligible Shareholders of one (1) Option for every ten (10) Shares held by those shareholders; · the Options will be issued for an issue price of $0.003 per Option and are exercisable at $0.25 per Option with an expiry date of 24 November 2026; · a maximum of 7,835,565 Options will be issued under the Loyalty Offer; · the Loyalty Offer is non-renounceable, accordingly a shareholder may not sell or transfer all or part of their entitlement; and · the Loyalty Offer is not being extended to, and the Options will not be issued to, shareholders with a registered address which is outside Australia and New Zealand.
Investment Metrics	While the Company does not have an established eligibility framework for investors based on metrics such as age, expected return or volatility, it is expected that the target market of investors will be able to withstand potential fluctuations in the value of their investment. An exercise price is required to be paid to acquire shares on exercise of Options. As such, the capacity to realise the underlying value of the Options would require that they be exercised on or before the expiry date. Investors in the target market will need to be in a financial position to have sufficient available funds so as to facilitate an exercise of the Options prior to the expiry date. Prior to the expiry date, investors’ ability to liquidate the Options may be limited by a lack of liquidity in the trading of Options and Shares and the price of the Shares. The Options offer no guaranteed income or capital protection.
Risk	The Company considers that an investment in the Options is highly speculative, such that an investment in the Company is not appropriate for an investor who would not be able to bear a loss of some or all of the investment. Investors should also have a sufficient level of financial literacy and resources (either alone or in conjunction with an appropriate adviser) to understand and appreciate the risks of investing in Options as an asset class generally and the more specific risks of investing in an Australian listed mining company.

 2. DISTRIBUTION CONDITIONS

The offer of Options under the Prospectus is being made to those shareholders in the Company registered at the record date specified in the Prospectus (Eligible Shareholders).

Any entitlement not taken up under the offer will form a shortfall offer (Shortfall Offer). The Shortfall Offer is a separate offer made pursuant to the Prospectus and will remain open for up to three months following the Closing Date. The issue price for each Option to be issued under the Shortfall Offer shall be $0.003 being the price at which Options have been offered under the Loyalty Offer. The Directors reserve the right to issue Options under the Shortfall Offer at their absolute discretion. Accordingly, do not apply for Options under the Shortfall Offer unless instructed to do so by the Directors.

The Prospectus will include jurisdictional conditions on eligibility. The Company will also include on its web landing page for the offer of Options a copy of this TMD and require that retail clients confirm that they meet the eligibility criteria of the expected target market outlined in this TMD before they apply for Options.

The Company considers that these distribution conditions will ensure that persons who invest in Options fall within the target market in circumstances where personal advice is not being provided to those persons by the Company.

3. REVIEW TRIGGERS

The Options are being offered for a limited offer period set out in the Prospectus, after the conclusion of which the Options will no longer be available for investment by way of issue. It follows that the TMD will only apply in the period between the commencement of the offer of the Options and the issue of the Options shortly after the close of the Offer (Loyalty Offer Period).

To allow the Company to determine whether circumstances exist that indicate this TMD is no longer appropriate to the Options and should be reviewed, the following review triggers apply for the Loyalty Offer Period:

(a)  a new offer of Options that requires preparation of a disclosure document is made after completion of the Loyalty Offer Period;

(b) any event or circumstance that would materially change a factor taken into account in making this TMD;

(c) the existence of a significant dealing of the Options that is not consistent with this TMD. The Company does not consider that an on-sale of the Options on market is a significant dealing;

(d) ASIC raises concerns with the Company regarding the adequacy of the design or distribution of the Options or this TMD; and

(e) material changes to the regulatory environment that applies to an investment in the Options.

4.  REVIEW PERIOD

If a review trigger occurs during the Loyalty Offer Period, the Company will undertake a review of the TMD in light of the review trigger.

The Company will otherwise complete a review of the TMD immediately prior to the issue of Options under the Loyalty Offer.

5. INFORMATION REPORTING

The reporting requirements of all distributors is set out in the table below.

Reporting requirement	Period for reporting to the Company by the distributor	Information to be provided
Whether the distributor received complaints about the Options.	· For such time as the Loyalty Offer Period remains open, within 10 business days after the end of each quarter. · Within 10 business days after the end of the Loyalty Offer Period.	· The number of complaints received. · A summary of the nature of each complaint or a copy of each complaint.
A significant dealing of the Options that is not consistent with this TMD	As soon as reasonably practicable after the significant dealing occurs, but in any event no later than 10 business days after the significant dealing occurs.	· Details of the significant dealing. · Reasons why the distributor considers that the significant dealing is not consistent with this TMD.
A summary of the steps taken by the distributor to ensure that its conduct was consistent with this TMD.	Within 10 business days after the end of the close of the offer of Options in accordance with the Prospectus.	A summary of the steps taken by the distributor to ensure that its conduct was consistent with this TMD.

6. CONTACT DETAILS

Contact details in respect of this TMD for the Company are:

Alan Armstrong

Company Secretary

Telephone:   +61 (08) 9481 0389

Email:           [email protected]