Announcement PDF FULCRUM LITHIUM LTD ACN 665 528 307 SUPPLEMENTARY PROSPECTUS IMPORTANT INFORMATION This is a supplementary prospectus (Supplementary Prospectus) intended to be read with the prospectus dated 21 August 2024 (Prospectus) issued by Fulcrum Lithium Ltd (ACN 665 528 307) (Company). This Supplementary Prospectus is dated 18 October 2024 and was lodged with the Australian Securities and Investments Commission (ASIC) on that date. The ASIC, the ASX and their respective officers take no responsibility for the contents of this Supplementary Prospectus. This Supplementary Prospectus should be read together with the Prospectus. Other than as set out below, all details in relation to the Prospectus remain unchanged. Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail. This Supplementary Prospectus will be issued with the Prospectus as an electronic prospectus and may be accessed on the following website: www.computersharecas.com.au/fulcrumoffer. This is an important document and should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. 1. BACKGROUND 1.1 Purpose of this document This Supplementary Prospectus has been prepared to: 1.2 (a) decrease the Minimum Subscription under the Offer from $10,000,000 to $6,000,000; (b) introduce the ability to accept oversubscriptions of up to a further $4,000,000 under the Offer for a maximum subscription of $10,000,000 (Maximum Subscription); (c) reduce the Offer Price from $0.25 per Share to $0.20 per Share; (d) provide investors with updated information flowing on from the reduction to the Minimum Subscription and Offer Price; (e) provide investors with a revised indicative timetable for the Offer; and (f) provide investors with historical financial information and pro forma historical financial information of the Company, which is updated for 30 June 2024. Repayment of Application Monies received under the Offer The Directors have resolved to refund all Application Monies received under the Offer to date (without interest). This Supplementary Prospectus advises investors who wish to subscribe for Shares under the Offer that no Applications will be processed by the Company unless they are received on the relevant Supplementary Application Form attached to or accompanying this Supplementary Prospectus (or otherwise in accordance with section 1.3 below). To date, no Shares have been issued pursuant to the Prospectus. The Company will repay all Application Monies received from Applicants within the time period prescribed by the Corporations Act, without interest. The Company will refund Application Monies by cheque to the Applicant's registered address details as per on record. This Supplementary Prospectus is intended to be read with the Prospectus dated 21 August 2024 issued by Fulcrum Lithium Ltd (ACN 665 528 307). 1 1.3 New Applications Applications for Shares under the Offer must be made using a Supplementary Application Form attached to or accompanying this Supplementary Prospectus. Applications after the date of this Supplementary Prospectus must not be made on the Application Form attached to or accompanying the Prospectus and will not be valid. Applications for Shares under the Offer must be made by: 2. (a) completing a printed copy of the Supplementary Application Form attached to the electronic version of the Supplementary Prospectus available at www.computersharecas.com.au/fulcrumoffer and paying the Application Monies; or (b) completing the electronic Supplementary Application Form located at the offer website www.computersharecas.com.au/fulcrumoffer that forms part of and is attached to, or accompanies, this Supplementary Prospectus and paying the Application Monies. AMENDMENTS TO THE PROSPECTUS The Directors have resolved to: (a) reduce the Minimum Subscription to be raised pursuant to the Offer to $6,000,000; (b) reduce the Offer Price from $0.25 per Share to $0.20 per Share; and (c) accept oversubscriptions above the Minimum Subscription of an additional $4,000,000 up to a maximum of $10,000,000. As a result of the reduction in the Minimum Subscription and reduction in the Offer Price, the amendments are made to the Prospectus as set out in sections 3 to 14 below. 3. GENERAL All references to: 4. (a) the Offer being an offer of 40,000,000 Shares at an issue price of $0.25 per Share to raise $10,000,000 are replaced with the Offer being an offer of 30,000,000 Sh ares at $0.20 per Share to raise a minimum of $6,000,000, with the ability to acc ept oversubscriptions of up to a further 20,000,000 Shares at $0.20 per Share to r aise up to a further $4,000,000; (b) $10,000,000 being the Minimum Subscription in respect of the Offer are replaced with the Minimum Subscription being $6,000,000; (c) the Offer Price of $0.25 per Share are replaced with $0.20 per Share; and (d) applications for Shares on an Application Form are replaced with applications for Shares on a Supplementary Application Form. AMENDED SUMMARY OF OFFER AND KEY DATES The “Key Offer Statistics” and “Key Dates” tables in the Summary of Offer and Key Dates section of the Prospectus are replaced by the following: KEY OFFER STATISTICS MINIMUM SUBSCRIPTION ($6,000,000) MAXIMUM SUBSCRIPTION ($10,000,000) Offer Price per Share $0.20 $0.20 82,600,005 82,600,005 Total number of Shares currently on issue held by Existing Shareholders This Supplementary Prospectus is intended to be read with the Prospectus dated 21 August 2024 issued by Fulcrum Lithium Ltd (ACN 665 528 307). 2 MINIMUM SUBSCRIPTION ($6,000,000) MAXIMUM SUBSCRIPTION ($10,000,000) Total number of Shares to be issued under the Offer 30,000,000 50,000,000 Number of Performance Rights to be issued to Directors 3,000,000 3,000,000 Total proceeds of the Offer $6,000,000 $10,000,000 Total number of Shares to be held by Existing Shareholders following completion of the Offer 82,600,005 82,600,005 Total number of Shares on issue following completion of the Offer 112,600,005 132,600,005 Total number of Performance Rights on issue on completion of the Offer 3,000,000 3,000,000 Market capitalisation of the Company following completion of the Offer (undiluted and at the Offer Price) $22,520,001 $26,520,001 KEY OFFER STATISTICS KEY DATES Lodgement of Supplementary Prospectus with ASIC 18 October 2024 Opening Date for the Offer 18 October 2024 Closing Date for the Offer (5:00pm) 1 November 2024 Allotment and issue of Shares under the Offer 18 November 2024 Expected date for despatch of holding statements 20 November 2024 Expected date for quotation of Shares on ASX 22 November 2024 The timetable above is indicative only. All times are AEDT. The Company reserves the right to vary the dates and times set out above subject to the Corporations Act and other applicable laws. In particular, the Company reserves the right to close the Offer early, extend the Closing Date, accept late Applications or cancel the Offer before settlement without notifying any recipients of this Supplementary Prospectus or any Applicants. If the Offer is cancelled before the issue of Shares, then all Application Monies will be refunded in full without interest as soon as practicable in accordance with the requirements of the Corporations Act. Investors who wish to submit a Supplementary Application are encouraged to do so as soon as practicable after the Offer opens. 5. INVESTMENT OVERVIEW (a) The “Key risks” section of the Investment Overview Section of the Prospectus is amended as follows: The “Title risk” risk factor is replaced with the following: The Company’s activities are dependent upon the maintenance (including renewal) of the claims in which the Company has or acquires an interest. Maintenance of the Company’s claims is dependent on, among other things, the Company’s ability to meet the licence conditions imposed by relevant authorities. Although the Company has no reason to believe that the claims in which it currently has an interest will not be renewed, there is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed by the relevant authority. Failure of the Company to have its claim licences renewed will have a material adverse effect on the Company’s financial position, activities and results of This Supplementary Prospectus is intended to be read with the Prospectus dated 21 August 2024 issued by Fulcrum Lithium Ltd (ACN 665 528 307). 3 operations. Specifically, paragraph E of the Solicitor’s Report on Title indicates that (while the federal annual mining claim maintenance fees have been paid for the Claims for the annual assessment year 1 September 2023 to 1 September 2024) mining claim maintenance fees must be paid in advance of the annual assessment year on or before 1 September 2024, and September 1 of each succeeding year. Further, under Nevada law, the owner of the Nevada Claims must record in the office of the recorder an affidavit of payment of federal annual mining claim maintenance fees and intent to hold the claims for each annual assessment year on or before 1 November 2024. The Company paid the annual mining claim maintenance on 29 August 2024. Accordingly, the Company’s claims are currently valid for the annual assessment year of 1 September 2024 to 1 September 2025. The Company confirms that it has sufficient title and access to its projects to satisfy the commitments test under Listing Rule 1.3.2(b) for its proposed exploration program and budget. (b) The “Board and its interests” section of the Investment Overview Section of the Prospectus is amended by replacing the table showing interests of Directors on completion of the Offer and replacing it with each of the following: SECURITIES ON COMPLETION OF THE OFFER (MINIMUM SUBSCRIPTION OF $6,000,000) DIRECTOR NUMBER OF NUMBER OF PERFORMANCE SHARES SHARES RIGHTS HELD HELD DIRECTLY INDIRECTLY % OF TOTAL SHARES ON ISSUE FOLLOWING COMPLETION OF THE OFFER (UNDILUTED) % OF TOTAL SHARES ON ISSUE FOLLOWING COMPLETION OF THE OFFER (DILUTED) Norman A. Seckold 5 34,928,000 Nil 31.02 30.21 Peter J. Nightingale Nil 3,000,000 2,000,000 2.66 4.33 Anthony Sgro 1,000,000 Nil 1,000,000 0.89 1.73 Foster V. Wilson 21,212,000 Nil Nil 18.84 18.35 DIRECTOR SECURITIES ON COMPLETION OF THE OFFER (MAXIMUM SUBSCRIPTION OF $10,000,000) NUMBER OF SHARES HELD DIRECTLY NUMBER OF SHARES HELD INDIRECTLY PERFORMANCE RIGHTS % OF TOTAL SHARES ON ISSUE FOLLOWING COMPLETION OF THE OFFER (UNDILUTED) % OF TOTAL SHARES ON ISSUE FOLLOWING COMPLETION OF THE OFFER (DILUTED) Norman A. Seckold 5 34,928,000 Nil 26.34 25.76 Peter J. Nightingale Nil 3,000,000 2,000,000 2.26 3.69 Anthony Sgro 1,000,000 Nil 1,000,000 0.75 1.47 Foster V. Wilson 21,212,000 Nil Nil 16.00 15.64 The tables above account for a subscription of 5,000,000 Shares ($1,000,000) by Seckold Pty Ltd (an entity controlled by Norman A. Seckold) under the Offer. Norman A. Seckold (through Seckold Pty Ltd) has indicated to the Company that it is his intention to subscribe for 5,000,000 Shares under the Offer in addition to his current Shareholding. This Supplementary Prospectus is intended to be read with the Prospectus dated 21 August 2024 issued by Fulcrum Lithium Ltd (ACN 665 528 307). 4 Norman A. Seckold (and his associates) has a current relevant interest in 29,928,005 Shares in the Company, equating to a relevant interest of 36.23% in the voting Shares of the Company. As detailed in the tables above, Norman A. Seckold’s relevant interest in voting Shares of the Company will be diluted under both the Minimum Subscription and Maximum Subscription scenarios under the Offer. (c) The “Related party transactions” section of the Investment Overview Section of the Prospectus is amended as follows: The details of the “Loan Facility Agreement” be replaced with the following: The Company has entered into a loan facility agreement with Norman A. Seckold whereby Norman A. Seckold (or his nominee) has agreed to make a loan facility in the amount of $1,000,000 available to the Company (Loan Facility). The Company has drawn the full $1,000,000 available under the Loan Facility for the purpose of paying the annual BLM fees that were due on 1 September 2024, which totalled $815,923, and other expenses of the Offer which totalled $184,077. The Loan Facility was put in place for circumstances where Completion of the Offer had not occurred prior to the due date for the payment of the BLM fees. Payment of the annual mining claim maintenance fee for the year 1 September 2024 to 1 September 2025 was required to maintain the Company’s mining claims. The necessary payments have been made. The Company intends to use proceeds raised under the Offer to repay the amount owing ($1,000,000) to Norman A Seckold under the Loan Facility. The Loan Facility was negotiated and agreed to on arm’s length commercial terms for the purpose of providing the Company with a source of funding to the extent the Company requires it prior to completion of the Offer. A summary of the terms of the Loan Facility agreement is set out in section 13. (d) The “Substantial shareholders” section of the Investment Overview Section of the Prospectus is amended by replacing the table showing those Shareholders holding 5% or more of the Shares on issue as at completion of the Offer with each of the following: SHAREHOLDER SECURITIES ON COMPLETION OF THE OFFER (MINIMUM SUBSCRIPTION OF $6,000,000) SHARES PERCENTAGE (%) PERCENTAGE (%) (UNDILUTED) (DILUTED) Seckold Pty Ltd1 34,928,000 31.02 30.21 Foster V. Wilson2 21,212,000 18.84 18.35 SHAREHOLDER SECURITIES ON COMPLETION OF THE OFFER (MAXIMUM SUBSCRIPTION OF $10,000,000) SHARES PERCENTAGE (%) PERCENTAGE (%) (UNDILUTED) (DILUTED) Seckold Pty Ltd1 34,928,000 26.34 25.76 Foster V. Wilson2 21,212,000 16.00 15.64 Notes: 1. Seckold Pty Ltd is an entity controlled by Norman A. Seckold, Executive Chairman of the Company. 2. Foster V. Wilson is a Non-Executive Director of the Company. This Supplementary Prospectus is intended to be read with the Prospectus dated 21 August 2024 issued by Fulcrum Lithium Ltd (ACN 665 528 307). 5 The tables above account for a subscription of 5,000,000 Shares ($1,000,000) by Seckold Pty Ltd (an entity controlled by Norman A. Seckold) under the Offer. Norman A. Seckold (through Seckold Pty Ltd) has indicated to the Company that it is his intention to subscribe for 5,000,000 Shares under the Offer in addition to his current Shareholding. Norman A. Seckold (and his associates) has a current relevant interest in 29,928,005 Shares in the Company, equating to a relevant interest of 36.23% in the voting Shares of the Company. As detailed in the tables above, Norman A. Seckold’s relevant interest in voting Shares of the Company will be diluted under both the Minimum Subscription and Maximum Subscription scenarios under the Offer. (e) The “what will the market capitalisation of the Company be at the Offer Price” section of the Investment Overview Section of the Prospectus is amended with the following: The market capitalisation will be approximately: (i) $22,520,001 at Minimum Subscription; and (ii) $26,520,001 at Maximum Subscription, based on the Offer Price and the issued capital of the Company following completion of the Offer. (f) (g) The pro forma balance sheet table in the “Financial information” section of the Investment Overview Section is amended by replacing the table with the following which is based on the pro forma statement of financial position of the Company as at 30 June 2024: PRO FORMA PRO FORMA (MINIMUM SUBSCRIPTION $6,000,000) (MAXIMUM SUBSCRIPTION $10,000,000) Total assets 8,162,998 11,917,998 Total liabilities (107,676) (107,676) Net assets 8,055,322 11,810,322 Total equity 8,055,322 11,810,322 The “Offer” section of the Investment Overview Section of the Prospectus is amended by replacing the “what is the percentage of Shares being offered based on the number of Shares currently on issue” with the following: Following completion of the Offer assuming the Minimum Subscription is raised, the Shares issued under the Offer will represent 26.64% of the Company’s total number of Shares on issue (on an undiluted basis). Following completion of the Offer assuming the Maximum Subscription is raised, the Shares issued under the Offer will represent 37.71% of the Company’s total number of Shares on issue (on an undiluted basis). (h) The “What is the capital structure after completion of the Offer” section of the Investment Overview Section of the Prospectus is amended by replacing the table showing the issued capital at completion of the Offer with the following: MINIMUM SUBSCRIPTION OF $6,000,000 Fully paid ordinary shares currently on issue MAXIMUM SUBSCRIPTION OF $10,000,000 SHARES % (UNDILUTED) SHARES % (UNDILUTED) 82,600,005 73.36 82,600,005 62.29 This Supplementary Prospectus is intended to be read with the Prospectus dated 21 August 2024 issued by Fulcrum Lithium Ltd (ACN 665 528 307). 6 MINIMUM SUBSCRIPTION OF $6,000,000 (i) MAXIMUM SUBSCRIPTION OF $10,000,000 SHARES % (UNDILUTED) SHARES % (UNDILUTED) Fully paid ordinary shares under the Offer 30,000,000 26.64 50,000,000 37.71 Total Shares 112,600,005 100.00% 132,600,005 100.00% The “Will any Shares be subject to escrow” section of the Investment Overview Section of the Prospectus is amended as follows: The number of Securities that are subject to ASX imposed escrow are at the ASX’s discretion in accordance with the ASX Listing Rules and underlying policy. A good faith estimate of the Securities that are expected to be subject to ASX imposed escrow is 55,600,005 Shares and 3,000,000 Performance Rights as follows: (i) 55,600,005 Shares are expected to be subject to escrow for a period of 24 months commencing on the date on which quotation of the Shares commences; and (ii) 3,000,000 Performance Rights to be held by Directors are expected to be subject to escrow for a period of 24 months commencing on the date on which the Performance Rights are granted. In addition to the likely ASX imposed escrow noted above, Existing Shareholders holding a total of 27,000,000 Shares have agreed to a voluntary escrow of their Shares until 1 June 2025. Accordingly, 100% of the existing Shares on issue are expected to be subject to escrow (including both ASX imposed and voluntary escrow) upon admission of the Company to the ASX. During the period in which restricted Shares are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of Shares in a timely manner. The Company will announce to the ASX full details (including quantity and duration) of the Securities required to be held in escrow prior to the Company’s Shares being quoted on the official list of the ASX. Shares issued to Applicants under the Offer will not be subject to any escrow restrictions. (j) The “What is the minimum application amount under the Offer” section of the Investment Overview Section of the Prospectus is amended by replacing it with the following: You may apply for a minimum parcel of 10,000 Shares, for a minimum of $2,000, and thereafter in multiples of 2,500 Shares. 6. SECTION 2 – DETAILS OF THE OFFER 6.1 Section 2.7 (Applications and payment options) of the Prospectus is amended as follows: The statement “Applications for Shares under the Offer must be for a minimum of $2,000 worth of Shares (8,000 Shares) and thereafter in multiples of 2,000 Shares and payment for the Shares must be made in full at the Offer Price of $0.25 per Share” is replaced with the following: Applications for Shares under the Offer must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter in multiples of 2,500 Shares and payment for the Shares must be made in full at the Offer Price of $0.20 per Share. This Supplementary Prospectus is intended to be read with the Prospectus dated 21 August 2024 issued by Fulcrum Lithium Ltd (ACN 665 528 307). 7 6.2 Section 2.16 (Use of proceeds of the Offer) is replaced with the following: The Company intends to use its current funds and the funds raised from the Offer as follows: USE OF FUNDS FROM THE OFFER MINIMUM SUBSCRIPTION OF $6,000,000 MAXIMUM SUBSCRIPTION OF $10,000,000 $ % $ % 56,000 0.92 56,000 0.56 Funds from the Offer 6,000,000 99.08 10,000,000 99.44 Total funds available 6,056,000 100.00 10,056,000 100.00 Expenses of the Offer2, 3 580,923 9.59 825,923 8.21 Repayment of Loan Facility3 1,000,000 16.51 1,000,000 9.94 1,122,077 18.53 2,060,077 20.49 Exploration/drilling program expenditure4 – year 2 2,413,000 39.85 4,786,000 47.59 Working capital5 800,000 13.21 800,000 7.96 Total expenditure 5,916,000 97.69 9,472,000 94.19 Total funds available – end of year 2 140,000 2.31 584,000 5.81 Funds available Cash on hand (reviewed as at 30 June 2024)1 Exploration/drilling expenditure3,4 – year 1 program Notes: 1. As at the date of the Supplementary Prospectus the Company had a cash balance of approximately $21,000. 2. Total expenses of the Offer will be funded from the proceeds of the Offer. Refer to section 14.3 for a breakdown of these expenses. They include capital raising costs ($360,000 at Minimum Subscription or $600,000 at Maximum Subscription), ASX and ASIC fees ($108,718 at Minimum Subscription and $113,584 at Maximum Subscription), accounting, legal and other professional adviser fees ($260,000) and Prospectus design, printing and related costs ($36,282 at Minimum Subscription and $36,416 at Maximum Subscription). 3. The Company has entered into a loan facility agreement with Norman A. Seckold whereby Norman A. Seckold (or his nominee) agreed to make a loan facility in the amount of $1,000,000 available to the Company (Loan Facility). The Company has drawn the full $1,000,000 available under the Loan Facility for the purpose of paying the annual BLM fees that were due on 1 September 2024, which totalled $815,923, and other expenses of the Offer which totalled $184,077. Accordingly, Exploration/drilling program expenditure – year 1 has been reduced by the amount paid ($815,923) and Expenses of the Offer has been reduced by the amount paid ($184,077) and funds from the Offer will be used for Repayment of the Loan Facility ($1,000,000). 4. The exploration and drilling program expenditure is in respect of areas which are the subject of granted tenements and includes rental payments. It is the Company’s intention to undertake exploration and drilling programs to achieve results as soon as practicable and, subject to encouraging results being obtained, to delineate a mineral resource estimate in accordance with the JORC Code. The Company may seek to raise additional funds within 2 years after listing on the ASX to the extent required to increase and accelerate exploration and drilling programs. Refer to section 7 for a summary of the proposed exploration programs at the Projects. 5. Working capital expenditure is to be applied towards administration costs associated with the Company. These costs include wages and salaries, occupancy costs, professional consultant’s fees, compliance and reporting costs associated with running an ASX listed company, as well as other typical administration costs. It is anticipated that funds available as unallocated working capital may be applied to any contingency resulting in the unforeseen expenses associated with the Company’s Projects and also towards expenses incurred in identifying and generating new mineral exploration projects or assets. The use of funds set out above represents the Company's current intentions based upon its present plans and business conditions. The amounts and timing of the actual expenditures may vary significantly and will depend upon numerous factors, including the timing and success of the Company’s exploration efforts. It is anticipated that the This Supplementary Prospectus is intended to be read with the Prospectus dated 21 August 2024 issued by Fulcrum Lithium Ltd (ACN 665 528 307). 8 funds raised under the Offer will enable two years of full operations (if the Minimum Subscription is raised). The Directors are of the opinion that, following completion of the Offer, the Company will have sufficient working capital to carry out its stated objectives as set out in the table in this section 2.16. 6.3 Section 2.18 (Capital structure following completion of the Offer) of the Prospectus is replaced with following: On the completion of the Offer, the issued capital of the Company will be as set out in the tables below: MINIMUM SUBSCRIPTION OF $6,000,000 MAXIMUM SUBSCRIPTION OF $10,000,000 SHARES % (UNDILUTED) SHARES % (UNDILUTED) Fully paid ordinary shares currently on issue 82,600,005 73.36 82,600,005 62.29 Fully paid ordinary shares under the Offer 30,000,000 26.64 50,000,000 37.71 Total Shares 112,600,005 100.00% 132,600,005 100.00% The rights attaching to the Shares are summarised in section 13.2 of the Prospectus. PERFORMANCE RIGHTS (NUMBER) Performance Rights currently on issue Nil Performance Rights to be issued to the Directors 3,000,000 Total Performance Rights on issue on completion of the Offer 3,000,000 The Company will issue a total of 3,000,000 Performance Rights to Directors prior to Completion of the Offer, comprising: (a) 2,000,000 Performance Rights to Director Peter J. Nightingale (or his nominee); and (b) 1,000,000 Performance Rights to Director Anthony Sgro (or his nominee). A summary of the terms and conditions attaching to the Performance Rights is included in section 13.3 of the Prospectus. 6.4 Section 2.19 (Substantial Shareholders) – The table showing the substantial Shareholders as at completion of the Offer be replaced with each of the following: SHAREHOLDER SECURITIES ON COMPLETION OF THE OFFER (MINIMUM SUBSCRIPTION OF $6,000,000) SHARES PERCENTAGE (%) PERCENTAGE (%) (UNDILUTED) (DILUTED) Seckold Pty Ltd1 34,928,000 31.02 30.21 Foster V. Wilson2 21,212,000 18.84 18.35 This Supplementary Prospectus is intended to be read with the Prospectus dated 21 August 2024 issued by Fulcrum Lithium Ltd (ACN 665 528 307). 9 SHAREHOLDER SECURITIES ON COMPLETION OF THE OFFER (MAXIMUM SUBSCRIPTION OF $10,000,000) SHARES PERCENTAGE (%) PERCENTAGE (%) (UNDILUTED) (DILUTED) Seckold Pty Ltd1 34,928,000 26.34 25.76 Foster V. Wilson2 21,212,000 16.00 15.64 Notes: 1. Seckold Pty Ltd is an entity controlled by Norman A. Seckold, Executive Chairman of the Company. 2. Foster V. Wilson is a Non-Executive Director of the Company. The tables above account for a subscription of 5,000,000 Shares ($1,000,000) by Seckold Pty Ltd (an entity controlled by Norman A. Seckold) under the Offer. Norman A. Seckold (through Seckold Pty Ltd) has indicated to the Company that it is his intention to subscribe for 5,000,000 Shares under the Offer in addition to his current Shareholding. Norman A. Seckold (and his associates) has a current relevant interest in 29,928,005 Shares in the Company, equating to a relevant interest of 36.23% in the voting Shares of the Company. As detailed in the tables above, Norman A. Seckold’s relevant interest in voting Shares of the Company will be diluted under both the Minimum Subscription and Maximum Subscription scenarios under the Offer. 7. SECTION 4 – PROJECTS Section 4 of the Prospectus which relates to the Projects overview is amended as follows: Section 4.1 (Introduction) the table detailing the budgeted expenditure at each of the Company’s Projects for the first two years of operation is replaced with each of the following: Minimum Subscription YEAR 1 YEAR 2 TOTAL ($’000) ($’000) ($’000) Drilling 500 500 1,000 Assaying 162 162 324 Geophysical tests 100 - 100 Metallurgy 100 300 400 Logistics 50 100 150 BLM fees 680 680 1,360 Alkali Flats Total 1,592 1,742 3,334 Drilling - 100 100 Assaying - 25 25 Geophysical tests 100 - 100 Metallurgy - 100 100 BLM fees 48 48 96 Summit Total 148 273 421 PROJECT ALKALI FLATS SUMMIT This Supplementary Prospectus is intended to be read with the Prospectus dated 21 August 2024 issued by Fulcrum Lithium Ltd (ACN 665 528 307). 10 YEAR 1 YEAR 2 TOTAL ($’000) ($’000) ($’000) Drilling - 200 200 Assaying - 50 50 Geophysical tests 100 - 100 Metallurgy - 50 50 BLM fees 98 98 196 Fairway Total 198 398 596 Grand Totals 1,938 2,413 4,351 YEAR 1 YEAR 2 TOTAL ($’000) ($’000) ($’000) Drilling 800 1,200 2,000 Assaying 200 300 500 Geophysical tests 300 100 400 Metallurgy 200 500 700 Logistics 100 150 250 BLM fees 680 680 1,360 Alkali Flats Total 2,280 2,930 5,210 Drilling - 200 200 Assaying - 40 40 Geophysical tests 200 240 440 Metallurgy - 200 200 BLM fees 48 48 96 Summit Total 248 728 976 Drilling 100 400 500 Assaying 50 180 230 Geophysical tests 100 250 350 Metallurgy - 200 200 BLM fees 98 98 196 Fairway Total 348 1,128 1,476 Grand Totals 2,876 4,786 7,662 PROJECT FAIRWAY Maximum Subscription PROJECT ALKALI FLATS SUMMIT FAIRWAY The above budgeted exploration expenditure represents the Company’s current intentions based upon its present plans and business conditions. The amounts and timing of actual expenditure may vary significantly and will depend upon numerous factors, including the timing and success of the Company’s exploration efforts. This Supplementary Prospectus is intended to be rea