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1 Chris Indermaur Director 23 August 2018 POSEIDON NICKEL LIMITED ACN ENTITLEMENT ISSUE PROSPECTUS For a renounceable entitlement issue of 11 Shares for every 10 Shares held by those Shareholders registered at the Record Date at an issue price of $0.05 per Share to raise approximately $68,771,552 (based on the number of Shares on issue as at the date of this Prospectus) (Offer). The Offer is fully underwritten by Petra Capital Pty Ltd (AFSL ) (Underwriter or Petra Capital). The Underwriter has entered into a sub-underwriting agreement in respect of 100% of the Offer with Squadron Resources Pty Ltd (Squadron Resources). Refer to Sections 3.6, 3.7, and 9.1 for details regarding the terms and effects of the underwriting and sub-underwriting. IMPORTANT NOTICE This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Shares being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. The Shares offered by this Prospectus should be considered as speculative.

2 T AB LE OF CONTENTS 1. CORPORATE DIRECTORY TIMETABLE IMPORTANT NOTICES CHAIRMAN S LETTER DETAILS OF THE OFFER PURPOSE AND EFFECT OF THE OFFER RIGHTS AND LIABILITIES ATTACHING TO SHARES RISK FACTORS MATERIAL CONTRACTS ADDITIONAL INFORMATION DIRECTORS AUTHORISATION GLOSSARY _1 i

3 1. CORPORATE DIRECTORY Directors Chris Indermaur Non-Executive Chairman David Singleton Non-Executive Director Geoff Brayshaw Non-Executive Director Robert Dennis Chief Executive Officer Company Secretary Eryn Kestel ASX Code POS Registered Office Unit 8, Churchill Court Hay Street Subiaco WA 6008 Telephone: Facsimile: Website: Underwriter Petra Capital Pty Ltd (AFSL ) Martin Place Sydney NSW 2000 Share Registry* Computershare Investor Services Pty Limited Level 11, 172 St Georges Terrace Perth WA 6000 Telephone: (within Australia) International: Solicitors Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street Perth WA 6000 Auditor KPMG 235 St George s Terrace Perth WA 6000 *This entity is included for information purposes only. They have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. 1

4 2. TIMETABLE Lodgement of Prospectus with the ASIC 23 August 2018 Lodgement of Prospectus & Appendix 3B with ASX 23 August 2018 Notice sent to Shareholders 27 August 2018 Ex-date 28 August 2018 Rights start trading 28 August 2018 Placement Shares and Performance Rights Shares issued 28 August 2018 Record Date for determining Entitlements 29 August 2018 Prospectus sent out to Shareholders and Opening Date of Offer 31 August 2018 Rights stop trading 5 September 2018 Shares quoted on a deferred settlement basis 6 September 2018 Last day to extend the Closing Date 7 September 2018 Closing Date* 12 September 2018 ASX notified of under subscriptions 17 September 2018 Issue date / Shares entered into Shareholders security holdings 19 September 2018 Quotation of Shares issued under the Offer 20 September 2018 *The Directors may extend the Closing Date by giving at least 3 Business Days notice to ASX prior to the Closing Date. As such the date the Shares are expected to commence trading on ASX may vary. 2

5 3. IMPORTANT NOTICES This Prospectus is dated 23 August 2018 and was lodged with the ASIC on that date. The ASIC, the ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered highly speculative. Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form. This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. This Prospectus is also being issued to remove any secondary trading restrictions that may attach to Shares issued by the Company prior to the Closing Date, in accordance with section 708A(11) of the Corporations Act. Specifically, this includes: (a) (b) a total of 116,777,000 Shares to be issued pursuant to the Placement; and a total of 19,053,182 Shares to be issued upon conversion of performance rights held by Director, Chris Indermaur (Performance Rights Shares). 3.1 Risk factors Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 8. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus. Some of the Company s key risks include: (a) Recommissioning; 3

6 (b) (c) (d) (e) Underwriting Agreement; Going Concern; Fluctuations in Metal Prices; and Future Funding Risks. Refer to Section 8 for full details. 3.2 Directors interests in Securities The relevant interest of each of the Directors in the securities of the Company as at the Record Date, together with their respective Entitlement, is set out in the table below. Director 2 Shares Performance Rights Offer Entitlement $ Chris Indermaur 24,196,637 1 Nil 26,616,300 $1,330,815 David Singleton 8,970,000 3,706,041 9,867,000 $493,350 Geoff Brayshaw 3,984,671 4,881,546 4,383,138 $219,157 Robert Dennis 3,714,245 4,216,012 4,085,669 $204,283 TOTAL 40,865,553 12,803,599 44,952,107 $2,247,605 Notes: 1. Includes 19,053,182 Shares intended to be issued to Mr Indermaur on conversion of Performance Rights. Mr Indermaur has confirmed his present intention to convert the Performance Rights Shares prior to the Record Date. 2. Other than Mr Indermaur (whose present intentions are detailed in footnote 1 above), the Directors reserve the right to convert their respective performance rights (in whole or in part) into Shares following the date of this Prospectus. 3. Refer to the Appendix 3Y for each Director for further details with respect to their relevant interest in the securities of the Company. The Board recommends all Shareholders take up their Entitlement and advises that all directors presently intend to take up their full Entitlement. 3.3 Substantial Holders The Company is aware that as at the date of this Prospectus, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below: Substantial Holder Shares Performance Rights Convertible Notes Voting Power (%) 2 Squadron 139,425,240 1 Nil Nil 12.51% Resources 5 Black Mountain 4 84,986,534 Nil % Following the issue of the Placement Shares and Performance Rights Shares, those persons which (together with their associates) will have a relevant interest in 5% or more of the Shares on issue are set out below: 4

7 Substantial Holder Shares Performance Rights Convertible Notes Voting Power (%) 3 Squadron Resources 5 225,202,240 1 Nil Nil 18.01% Black Mountain 4 114,986,534 Nil % Notes: 1. Comprising Shares held by Squadron Resources and its associates. 2. This voting power is based on 1,114,561,668 Shares on issue as at the date of this Prospectus, which excludes the Shares to be issued pursuant to the Placement and on conversion of Mr Indermaur s performance rights. 3. This voting power is based on 1,250,391,850 Shares on issue following the issue of the Placement Shares and Performance Rights Shares. 4. Black Mountain has not indicated its intention with respect to its Entitlement (including with respect to the additional 30,000,000 Shares to be issued to Black Mountain pursuant to the Placement). 5. Squadron Resources and its associates have agreed to take up their full Entitlements under the Offer. In the event that all Entitlements are accepted there will be no change to the substantial holders on completion of the Offer. The effect on the control of the Company in the event that Shareholders do not participate in the Offer is further described in Section 3.4 below. 3.4 Effect on control of the Company Shareholders should note that if they do not participate in the Offer, their holdings are likely to be diluted by approximately 52.38% (as compared to their holdings and number of Shares on issue as at the Record Date). Examples of how the dilution may impact Shareholders assuming no performance rights are converted is set out in the table below: Holder Holding as at Record date % at Record Date 1 Entitlements under the Offer Holdings if Offer not taken Up % post Offer 2 Shareholder 1 50,000, % 65,000,000 50,000, % Shareholder 2 10,000, % 13,000,000 10,000, % Shareholder 3 5,000, % 6,500,000 5,000, % Shareholder 4 1,500, % 1,950,000 1,500, % Shareholder 5 400, % 520, , % Notes: 1. This voting power is based on 1,250,391,850 Shares on issue following the issue of the Placement Shares and Performance Rights Shares. 2. This voting power is based on 2,625,882,884 Shares on issue following completion of the Offer. The effect on the control of the Company and in particular the sub-underwriter s shareholding in the event that Shareholders do not participate in the Offer is further described in Section

8 3.5 Shortfall Offer Any Entitlement not taken up pursuant to the Offer will form the Shortfall Offer. The Shortfall Offer is a separate offer pursuant to this Prospectus and will remain open for up to three months following the Closing Date. Eligible Shareholders may apply for Shares under the Shortfall Offer (Shortfall Shares) subject to such applications being received by the Closing Date. The issue price for each Shortfall Share shall be $0.05 being the price at which Shares have been offered under the Offer. Allocation of the Shortfall Shares will be at the discretion of the Board in conjunction with the Underwriter and will otherwise be subject to the terms of the Underwriting Agreement and sub-underwriting agreement, as detailed in Section 3.6 below. The Shortfall Shares will be allocated among applying Eligible Shareholders in accordance with their proportionate shareholding in the Company. The Company notes that no Shares will be issued to an applicant under this Prospectus or via the Shortfall Offer if the issue of Shares would contravene the takeover prohibition in section 606 of the Corporations Act. Similarly, no Shares will be issued via the Shortfall Offer to any related parties of the Company. 3.6 Underwriting and Sub-Underwriting The Offer is fully underwritten by Petra Capital. summary of the terms of the underwriting. Refer to Section 9.1 for a The Underwriter has entered into a sub-underwriting agreement in respect of 100% of the Offer with Squadron Resources. To the extent that Squadron Resources andits associates) will hold Shares in the Company at the Record Date (refer to Section 3.3 above), Squadron Resources and its associates have agreed to take up their Entilements. Further information about Squadron Resources and the control effects of its sub-underwriting of the Offer are set out in Section 3.7. Under the terms of the underwriting, any Shortfall Shares will be allocated as follows: (a) (b) Shortfall Shares may be subscribed for by Eligible Shareholders subject to such applications being received prior to the Closing Date. The allocation of the Shortfall Shares will be at the discretion of the Board and the Underwriter. The Board and the Underwriter do not intend to refuse an application for Shortfall Shares from Eligible Shareholders other than in circumstances of oversubscription or where acceptance may result in a breach of the Corporations Act or where the Board, acting in good faith, determines that such an allocation would not be in the interests of all Shareholders. The Shortfall Shares will be allocated among applying Eligible Shareholders in accordance with their proportionate shareholdings in the Company. As soon as practicable after the Closing Date, following any allocation of Shortfall Shares pursuant to paragraph (a) above, the Company and the Underwriter will seek to procure the placement of any remaining Shortfall Shares to sophisticated and/or professional investors (Shortfall Bookbuild). The Shortfall Bookbuild will be offered at the same price as the Offer. No Shares under the Shortfall Bookbuild will be issued to Squadron Resources (or its associates) or any related parties of the Company. 6

9 (c) In the event that there are any Shortfall Shares remaining after the allocation referred to in paragraphs (a) and (b) above, any remaining Shortfall Shares will be allocated to Squadron Resources, as subunderwriter to the Offer. The Company has agreed to pay the Underwriter: (a) (b) in respect of the Placement, a management fee of 1% of the underwritten amount (being $58,389); and in respect of the Offer, an underwriting commission of 1% of the underwritten amount (being $687,716) and 4% of the sub-underwritten amount (being $2,750,862, which the Underwriter will pay to Squadron Resources in consideration for sub-underwriting 100% of the Offer). 3.7 Effect on control of the Company The Underwriter is not presently a shareholder of the Company and is not a related party of the Company for the purpose of the Corporations Act. The Underwriter has entered into a sub-underwriting agreement with Squadron Resources in respect of 100% of the Offer. The relevant interest of Squadron Resources (and its associates) in the Company as at the date of the Prospectus is set out in Section 3.3. Squadron Resources (together with its associates) will hold 225,202,240 Shares on the Record Date following the issue of 85,777,000 Shares pursuant to the Placement. Squadron Resources is not a related party of the Company for the purpose of the Corporations Act. The table below sets out Squadron Resources voting power in the Company as at the Record Date and the potential increase to its voting power under several scenarios relating to the percentage acceptance of Entitlements under the Offer. Event Number of Shares held by Squadron Resources and its associates 1 Voting power of Squadron Resources 1 As at the Record Date 225,202, % 75% take up from Eligible Shareholders (excluding Squadron Resources and associates) 50% take up from Eligible Shareholders (excluding Squadron Resources and associates) 25% take up from Eligible Shareholders (excluding Squadron Resources and associates) 0% take up from Eligible Shareholders (excluding Squadron Resources and associates) 2 754,851, % 1,036,778, % 1,318,706, % 1,600,633, % 7

10 Notes: 1. Based on a total of 1,250,391,850 Shares on issue following the issue of the Placement Shares and Performance Rights Shares and 2,625,822,884 Shares on issue following completion of the Offer (including the issue of the Placement Shares and Performance Rights Shares). 2. The Company considers this to be an unlikely scenario on the basis that: a. the Directors have confirmed their present intentions to take up their full Entitlements (refer to Section 3.2), including Mr Indermaur in respect of an additional 19,053,182 Shares to be issued to him upon conversion performance rights prior to the Record Date (equating to a further Entitlement of 20,958,500 Shares); and b. the Company has in place a dispersion policy for Shortfall Shares (refer to Sections 3.5 and 3.6). The number of Shares held by Squadron Resources (and its associates) and Squadron Resources voting power in the table above show the potential effect of Squadron Resources sub-underwriting the Offer. The sub-underwriting obligation and therefore voting power of Squadron Resources will reduce for the amount of Entitlements accepted under the Offer and Shortfall Shares allocated to parties other than Squadron Resources. Squadron Resources is a proudly Australian company focused on exploration and development projects in the natural resources sector. Its mission is to develop the next generation of world-class natural resources projects. Notwithstanding the potential control effect of Squadron Resources subunderwriting the Offer, the Company understands that, other than as disclosed in this Prospectus and previously announced by the Company, Squadron Resources and its associates: (a) (b) (c) (d) (e) (f) have no present intention of making any significant changes to the business of the Company or its board of Directors; will consider participating in further capital raisings of the Company to maintain their shareholding interest; have no present intention of making changes regarding the future employment of the present employees of the Company (with future changes, if any, to be made in consultation with the Company's management team); have no present intention to redeploy any fixed assets of the Company; have no present intention to transfer any property between the Company and any other entity; and have no present intention to change the Company s existing policies in relation to financial matters or dividends. These present intentions are based on information concerning the Company, its business and the business environment which is known to Squadron Resources at the date of this Prospectus. These present intentions may change as new information becomes available, as circumstances change or in the light of all material information, facts and circumstances necessary to assess the operational, commercial, taxation and financial implications of those decisions at the relevant time. 8

11 3.8 Market price of Shares The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX. The highest, lowest and last market sale prices of the Shares on ASX during the three month and 6 month periods immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were: Last 3 months 1 Last 6 months ($) Date ($) Date Highest and 20 Aug 2018 Lowest , 9-13 and Jul and 20 Aug Mar 2018 Last Aug Aug The Company was suspended from trading from 22 March to 18 July Further, the Company s securities were placed in a trading halt from 16 August 2018 to 23 August The last 3 months trading data therefore includes a total of 20 trading days. 3.9 Forward-looking statements This Prospectus contains forward-looking statements which are identified by words such as may, could, believes, estimates, targets, expects, or intends and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management. The Company cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. The Company have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. These forward-looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 8. 9

12 4. CHAIRMAN S LETTER The Company has previously announced an intention to commit to a re-start process at its Silver Swan and Black Swan operations. This decision is based on a firming nickel price, falling stock levels and a fundamental change in demand for the potential use of nickel product in batteries. The strategy of the Company has been to accumulate nickel assets, economically maintain the assets in good standing and await an anticipated recovery in the nickel price. The Company has gathered a suite of projects which are strategically located and offer near term production opportunities with an anticipated and positive swing in nickel demand. Subject to successful completion of the Offer, the Company plans to initially recommission the Black Swan site just North of Kalgoorlie, including the Silver Swan underground mine, Black Swan open pit and concentrator. It is proposed that the Black Swan plant will also utilise previously mined ore stockpiled on the site. It is currently anticipated that this work will take approximately 12 months to complete. Subject to a successful restart program, the Company intends to restart its Windarra and Lake Johnston nickel operations utilising cash flow from the Silver Swan and Black Swan operations. Exploration drilling will also continue to augment existing resource inventory and potentially create longevity to the intended operations at Silver Swan and Black Swan. To fund the restart of operations, the Company is seeking to raise approximately $5.8 million through a placement of Shares at $0.05 per Shares and approximately $68.8 million under a fully underwritten renounceable rights issue of 11 new Shares at $0.05 for each 10 Shares held by Eligible Shareholders at the Record Date. Further details regarding the Offer, the proposed use of funds and the risks of investing are detailed in the Prospectus. Each of the Directors presently intend to take up their respective Entitlements under the Offer. The Board has considered a number of alternate transaction proposals and believe the completion of the Offer (on the terms proposed) and a restart of operations represents the best outcome for Poseidon stakeholders. I recommend the Offer to you. Yours faithfully Mr Chris Indermaur Non-Executive Chairman POSEIDON NICKEL LIMITED 10

13 5. DETAILS OF THE OFFER 5.1 General Background The Company is seeking to raise a total of approximately $74.6 million to fund a restart process of its Silver Swan and Black Swan Operations, by way of: (a) (b) a placement of 116,777,000 Shares at an issue price of $0.05 per Share (Placement Shares) to sophisticated and professional investors (including Squadron Resources) to raise $5.8 million (Placement); and a fully underwritten, renounceable entitlement issue of 11 new Shares for every 10 Shares held by Eligible Shareholders at the Record Date at an issue price of $0.05 per Share to raise approximately $68.8 million before costs. The Placement Shares will be issued prior to the Record Date (in accordance with the timetable set out in Section 2) under the Company s available placement capacity pursuant to ASX Listing Rules 7.1 and 7.1A. Investors should note that the Company was suspended from official quotation on the ASX from 22 March 2018 to 19 July On 18 July 2018 the Company advised that it was successful in its Federal Court proceedings for validation orders in relation to secondary trading in Shares previously issued by the Company. Following conclusion of the Federal Court proceedings, the Company s securities were reinstated to trading on the official list of ASX from 19 July The Offer The Offer is being made as a renounceable entitlement issue of 11 Shares for every 10 Shares held by Shareholders registered at the Record Date at an issue price of $0.05 per Share. Fractional entitlements will be rounded down to the nearest whole number. Based on the anticipated capital structure of the Company as at the Record Date (which includes the issue of the Placement Shares and Performance Rights Shares), a maximum of 1,375,431,034 Shares will be issued pursuant to this Offer to raise up to approximately $68.8 million (subject to rounding). As at the date of this Prospectus, the Company has 77,094,818 incentive and performance rights on issue (of which 40,609,789 incentive rights will be cancelled and 19,053,182 performance rights will be converted into Shares prior to the Record Date) and one unsecured convertible note on issue. Refer to Section 6.4 for further details in relation to these securities. All of the Shares offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 7 for further information regarding the rights and liabilities attaching to the Shares. The purpose of the Offer and the intended use of funds raised are set out in Section Minimum subscription As the Offer is fully underwritten, the minimum subscription under the Entitlement Offer is the full subscription. 11

14 5.4 What Eligible Shareholders may do The number of Shares to which Eligible Shareholders are entitled is shown on the accompanying personalised Entitlement and Acceptance Form. Eligible Shareholders may: (a) take up all of their Entitlement (refer to Section 5.5); (a) take up all of their Entitlement and apply for additional Shares under the Shortfall Offer (refer to Section 5.6); (b) sell all of their Entitlement on ASX (refer to Section 5.7); (c) (d) (e) take up a proportion of their Entitlement and sell the balance on ASX (refer to Section 5.8); take up a proportion of their Entitlement and allow the balance to lapse (refer to Section 5.9); sell all or a proportion of their Entitlement other than on ASX (refer to Section 5.10); or (f) allow all or part of their Entitlement to lapse (refer to Section 5.11). 5.5 Taking up all of your Entitlement Should you wish to accept all of your Entitlement, then applications for Shares under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus or by completing a BPAY payment, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully. Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided and attach a cheque for the Application Monies indicated on the Entitlement and Acceptance Form. Completed Entitlement and Acceptance Forms must be accompanied by a cheque, bank draft or money order in Australian dollars, crossed Not Negotiable and made payable to Poseidon Nickel Limited and lodged and received at any time after the issue of this Prospectus and on or before the Closing Date at the Company's Share Registry (by delivery or by post) to the address specified on the Entitlement and Acceptance Form. You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies. If the amount of your cheque for your Application Monies is insufficient to pay in full for the number of New Shares for which you have applied in your Application Form, you will be taken to have applied for such lower number of whole New Shares as your cleared Application Monies will pay for. Alternatively, your application may not be accepted. If you wish to pay via BPAY you must follow the instructions in your personalised Entitlement and Acceptance Form. Make sure that you use the specific Biller Code and unique Reference Number (Ref No) on your personalised Entitlement and Acceptance Form. You do not need to return a completed Entitlement and Acceptance Form but are taken to have made the declarations in the Entitlement and Acceptance Form and the representations outlined below in Section If you have more than one shareholding of Shares and consequently receive more than one Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those Shareholdings only use the 12

15 Ref No specific to that Shareholding as set out in the applicable Entitlement and Acceptance Form. Do not use the same Ref No for more than one of your Shareholdings. This can result in your Application Monies being applied to your Entitlement in respect of only one of your Shareholdings (with the result that any application in respect of your remaining Shareholdings will not be valid). You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted through BPAY are received by 5:00pm (AEST) on the Closing Date. The Company shall not be responsible for any postal or delivery delays or delay in the receipt of the BPAY payment. 5.6 Taking up all of your Entitlement and applying for Shares under the Shortfall Offer Should you wish to accept all of your Entitlement and apply for additional Shares under the Shortfall Offer, then applications for Shares under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus or by completing a BPAY payment, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully. 5.7 Selling all your Entitlement on ASX The Entitlements under the Offer are renounceable which means that all or part of an Eligible Shareholder s rights to subscribe for Shares under the Offer may be traded on ASX. If you wish to sell all of your Entitlement on ASX, provide instructions to your stockbroker regarding the Entitlement you wish to sell on ASX. Trading of Entitlements will commence on ASX on 28 August 2018 and will cease on 5 September There is no guarantee that an Eligible Shareholder will be able to sell all or any part of their Entitlement on ASX or that any particular price will be paid for the Entitlements sold on ASX. 5.8 Taking up a proportion of your Entitlement and selling the balance on ASX If you wish to take up only part of your Entitlement, complete the accompanying personalised Entitlement and Acceptance Form for the number of Shares you wish to take up and follow the steps in Section 5.5, or make a payment by BPAY in accordance with Section Subsequently, provide instructions to your stockbroker regarding the proportion of your Entitlement you wish to sell on ASX. Trading of Entitlements will commence on ASX on 28 August 2018 and will cease on 5 September Taking up a proportion of your Entitlement and allowing the balance to lapse If you wish to take up only part of your Entitlement and allow the balance to lapse, complete the accompanying personalised Entitlement and Acceptance Form for the number of Shares you wish to take up and follow the steps in Section 5.5. If you take no further action, the balance of your Entitlement will lapse and you will have forfeited any potential benefit to be gained from taking up or selling that part of your Entitlement. 13

16 5.10 Selling all or a proportion of your Entitlement other than on ASX You may elect to transfer all or a proportion of your Entitlement to another person other than on ASX. If the purchaser of your Entitlement is an Ineligible Shareholder or a person that would be an Ineligible Shareholder if they were a registered holder of Shares, that purchaser will not be able to take up the Entitlement they have purchased. If you are a shareholder on the issuer sponsored subregister and you wish to transfer all or a proportion of your Entitlement to another person other than on ASX, forward a completed standard renunciation and transfer form (obtainable from the Share Registry) and the applicable transferee's cheque for the Shares they wish to subscribe for payable to Poseidon Nickel Limited and crossed Not Negotiable to the Share Registry (by delivery or by post at any time after the issue of this Prospectus and on or before the Closing Date) at the address specified on the Entitlement and Acceptance Form. If you wish to transfer all or a proportion of your Entitlement to or from another person on the CHESS subregister you must engage your CHESS controlling participant (usually your stockbroker). If the transferee wants to exercise some or all of the Entitlement, you should follow your stockbroker's instructions as to the most appropriate way to take up the Entitlement on their behalf. The Application Monies for Shares the transferee of the Entitlement wants to acquire must be received by Share Registry in accordance with Section Allow all or part of your Entitlement to lapse Shareholders should be aware that their Entitlement may have value. Entitlement are renounceable, which enable Eligible Shareholders who do not wish to take up part or all of their Entitlement to seek to sell or trade all or some of their Entitlement on ASX. If you do not wish to accept or trade any part of your Entitlement, you are not obliged to do anything. If you do not take up your Entitlement or dispose of your Entitlement by the Closing Date, the Offer to you will lapse Implications of an acceptance Returning a completed Entitlement and Acceptance Form or paying any Application Monies by BPAY will be taken to constitute a representation by you that: (a) (b) you have received a copy of this Prospectus and the accompanying Entitlement and Acceptance Form, and read them both in their entirety; you acknowledge that once the Entitlement and Acceptance Form is returned, or a BPAY payment instruction is given in relation to any Application Monies, the application may not be varied or withdrawn except as required by law Payment by cheque/bank draft/money order All cheques and money orders must be drawn on an Australian bank or bank draft made payable in Australian currency to Poseidon Nickel Limited and crossed Not Negotiable. Your completed Entitlement and Acceptance Form and cheque must reach the Company s share registry no later than 5:00 pm (AEST) on the Closing Date. 14

17 5.14 Payment by BPAY For payment by BPAY, please follow the instructions on the personalised Entitlement and Acceptance Form. You can only make a payment via BPAY if you are the holder of an account with an Australian financial institution that supports BPAY transactions. Please note that should you choose to pay by BPAY : (a) (b) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of Shares which is covered in full by your application monies. It is your responsibility to ensure that your BPAY payment is received by the share registry by no later than 5:00 pm (AEST) on the Closing Date. You should be aware that your financial institution may implement either cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any application monies received for more than your final allocation of Shares (only where the amount is $1.00 or greater) will be refunded either by cheque or direct transfer at the Company s sole discretion. No interest will be paid on any application monies received or refunded ASX listing Application for Official Quotation of the Shares offered pursuant to this Prospectus will be made in accordance with the timetable set out at the commencement of this Prospectus. If ASX does not grant Official Quotation of the Shares offered pursuant to this Prospectus before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest. The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription Issue of Shares Shares issued pursuant to the Offer will be issued in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus. Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest. Holding statements for Shares issued under the Offer will be mailed in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus. 15

18 5.17 Overseas shareholders This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Shares will not be issued to Shareholders with a registered address which is outside Australia and New Zealand. New Zealand The 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 transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).. This Prospectus has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain. Nominees and custodians Nominees and custodians may not submit an Entitlement and Acceptance Form on behalf of any Shareholder resident outside Australia or New Zealand without the prior consent of the Company, taking into account relevant securities law restrictions. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations Appointment of Nominee Pursuant to ASX Listing Rule 7.7 and section 615 of the Corporations Act, the Company has appointed a nominee, Petra Capital, to sell the Entitlements to which Ineligible Shareholders are entitled. The nominee will have the absolute and sole discretion to determine the timing and price at which the Entitlements may be sold and the manner of any such sale. The Company will seek to obtain ASIC approval for the appointment of the nominee, as required by section 615 of the Corporations Act. The proceeds of the sale of these Entitlements will firstly be applied against expenses of such sale, including brokerage, and any balance will accrue to the relevant Ineligible Shareholders as described below. The net proceeds of the sale of these Entitlements will then be forwarded by the Company as soon as practicable to the Ineligible Shareholders, in proportion to their share of such Entitlements (after deducting brokerage commission and other expenses). If any such net proceeds of sale are less than the reasonable costs that would be incurred by the Company for distributing those proceeds, such proceeds may be retained by the Company. 16

19 Notwithstanding that the nominee must sell Entitlements, Ineligible Shareholders may nevertheless receive no net proceeds if the costs of the sale are greater than the sale proceeds. In this regard, the nominee will not be required to sell Ineligible Shareholders Entitlements at a particular price. Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement under the Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations 5.19 Enquiries Any questions concerning the Offers should be directed to Ms Eryn Kestel, Company Secretary, on

20 6. PURPOSE AND EFFECT OF THE OFFER 6.1 Purpose of the Offer Completion of the Offer will result in an increase in cash in hand of up to approximately $68.8 million (before the payment of costs associated with the Offer). The funds raised from the Offer and Placement are currently intended to be used in accordance with the table set out below: Proceeds of the Offer and Placement Funds Available Full Subscription ($) % Placement (net of fees) 5,780, % Offer 68,771, % Total 74,552, % Allocation of funds Activities to progress Silver Swan 35,500, % Project to restart 1 Activities to progress Black Swan Project to restart 2 27,000, % Project overruns 2,947, % Corporate overheads 5,500, % Expenses of the Offer 3 3,604, % Total 74,552, % Notes: 1. Comprising: Item $ (million) Development capital (lateral and vertical) 18 Initial works and refurbishment 10 Ventilation, cooling, safety and electrical works 1.2 Equipment mobilisation and safety 2 General site care and maintenance 1.5 Contingencies 2.8 Sub-total Comprising: Item $ (million) Pit mobilisation, access and related services 2.5 Plant refurbishment and infrastructure 17 Administration, workshop and mobile fleet costs 4 Other site costs including haulage, tailings and road access Sub-total Refer to Section 10.6 for further details relating to the estimated expenses of the Offer. 18

21 The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis. 6.2 Effect of the Offer The principal effect of the Offer, assuming all Entitlements are accepted prior to the Record Date, will be to: (a) (b) increase the cash reserves by approximately $ million (after deducting the estimated expenses of the Offer) immediately after completion of the Offer; and increase the number of Shares on issue from 1,114,561,668 as at the date of this Prospectus to approximately 2,625,822,884 Shares (subject to rounding) following the issue of the Placement Shares and Performance Rights Shares and completion of the Offer. 6.3 Pro-forma balance sheet To illustrate the effect of the issue on the Company, the pro-forma consolidated balance sheet has been prepared based on the unaudited balance sheet as at 30 June The reviewed balance sheet as at 31 December 2017 has been provided for information purposes. The pro-forma balance sheet shows the effect of the Offer as if the Offer is fully subscribed and as if the Offer (under this Prospectus) and Placement had been made on 30 June The Statements are presented in abbreviated form insofar as they do not include all disclosures that are present in annual financial reports as required by Australian Accounting Standards. The accounting policies adopted in preparation of the pro-forma consolidated balance sheet are consistent with the policies adopted and as described in the Company s financial statements for the year ended 30 June The balance sheets for the half year ended 31 December 2017 and year ended 30 June 2018 are prepared in accordance with the same policies. The Statements have been prepared on the basis that there are no material movements in the assets and liabilities of the Company between 30 June 2018 and the completion of the Offer. The significant effects of the Offer (assuming the Offer is fully subscribed and no existing performance rights are converted other than as detailed in this Prospectus) as well as the Placement will be to: (a) increase cash reserves by approximately $ million comprising: (i) (ii) $5.839 million raised from the Placement less Placement costs of $0.058 million; and $ million raised from the full take up of the Offer less cash expenses of the Offer which are estimated to be $3.605 million 19

22 (b) increase the number of issued Shares on issue by 1,492,208,034 to 2,625,822,884 and increase the issued capital by $ million being the new Shares issued under the Placement and Offer (together $ million) less the combined costs of the Placement and the Offer of $3.663 million. If an Eligible Shareholder does not take up their Entitlement in full it will result in their percentage holding in the Company being diluted by the Offer. $ 000 Reviewed 31 Dec 2017 Actual Unaudited 30 Jun 2018 Actual Adjustments Pro-forma 30 Jun 2018 Pro-forma Cash and cash equivalents 3,898 2,048 70,947 72,995 Trade and other receivables Total current assets 4,275 2,327 70,947 73,274 Plant and equipment 25,090 24,922-24,922 Exploration and evaluation expenditure 53,825 54,270-54,270 Other 3,500 3,500-3,500 Total non-current assets 82,415 82,692-82,692 Total assets 86,690 85,019 70, ,966 Trade and other payables 756 1,442-1,442 Loans and borrowings Employee benefits Provisions 3,500 3,500-3,500 Total current liabilities 4,562 5,132-5,132 Loans and borrowings 1 19,430 20,944-20,944 Convertible note derivative 5,000 2,888-2,888 Provisions 43,071 42,766-42,766 Total non-current liabilities 67,501 66,598-66,598 Total liabilities 72,063 71,730-71,730 Net Assets 14,627 13,289 70,947 84,236 Share capital 154, ,337 70, ,284 Reserves 1,075 1,173-1,173 Accumulated losses (141,335) (144,221) - (144,221) Total equity attributable to equity holders of the Company 14,627 13,289 70,947 84,236 20

23 *Differences are due to rounding. 6.4 Effect on capital structure The effect of the Offer on the capital structure of the Company, assuming all Entitlements are accepted, is set out below. Shares Number Shares currently on issue 1,114,561,668 Shares to be issued upon exercise of Performance Rights 19,053,182 Shares to be issued pursuant to Placement 116,777,000 Shares to be issued pursuant to the Offer 1,375,431,034 Total Shares on issue after completion of the Offer 1 2,625,822,884 Notes: 1. In January 2016, the Company issued a convertible note to Jefferies LLC (Jefferies) with a face value of USD$17.5 million (Convertible Note). The Convertible Note was transferred to Black Mountain on 17 August The material terms of the Convertible Note are as follows: (a) (b) Principal amount: AUD$23,972,603 (being, USD$17,500,000, based on an exchange rate of 1 AUD = 0.73 USD as at 20 August 2018). Conversion: The Convertible Note is convertible in whole or part into Shares at a conversion price of $0.09, at any time during the term of the Convertible Note. As at 20 August 2018, the Convertible Note is convertible into approximately 266,362,253 Shares (based on the exchange rate of 1 AUD = 0.73 USD). (c) Maturity Date: 30 September (d) Interest Rate: 5% per annum, payable quarterly in arrears in cash or Shares at the election of the Company. Shares issued on conversion of the interest component of the Convertible Note will be issued at a price of the lower of $0.09 and the average of the volume weighted average price for Shares calculated over the 5 trading days up to but not including the interest payment date. Performance and Incentive Rights Number Performance Rights currently on issue1,2 31,856,781 Incentive Rights currently on issue 3 45,238,039 Less Performance Rights to be converted into Shares prior to (19,053,182) the Record Date 2 Less Incentive Rights to be cancelled prior to the Record Date 3 (40,609,789) Performance Rights and Incentive Rights offered pursuant to the Offer Total Performance and Incentive Rights on issue after completion of the Offer Nil 17,431,849 21

24 Notes: 1. Consisting of 31,856,781 unlisted performance rights issued to the Directors in lieu of Director fees pursuant to the Director Fees Performance Rights Plan adopted by Shareholders on 26 November Mr Indermaur intends to convert his performance rights (19,053,182) to Shares prior to the Record Date. 3. The Company has resolved to cancel a total of 40,609,789 incentive rights prior to the Record Date. As such, as at the Record Date, a total of 4,628,248 incentive rights will remain on issue comprising: (a) 46, December 2022 Short Term Incentive Rights under the Poseidon Nickel Limited Incentive Performance Rights Plan approved by Shareholders on 26 November 2015; and (b) 4,581, October 2023 Long Term Incentive Rights issued under the Poseidon Nickel Limited Incentive Performance Rights Plan approved by Shareholders on 26 November Convertible Note Participation Right The terms of the Convertible Note require that whenever the Company makes an offer of Shares (including pursuant to a rights issue), the Company must, subject to compliance with the Corporations Act and ASX Listing Rules, use its best endeavours to ensure that the holder of the Convertible Note is entitled to subscribe for the same number of Shares that they would be entitled to subscribe for, had the offer been made on a pro-rata basis to all Shareholders and the Convertible Note had been converted into Shares immediately before the record date for the offer (Participation Right). The Company confirms that its intention to comply with its obligations pursuant to the Participation Right and any offer made will proceed in accordance with the Corporations Act and ASX Listing Rules. Additional capital raised from the offer of Shares pursuant to the Participation Right will be used to supplement general working capital. 22