Announcement PDF X` Prospectus For an offer of 40,000,000 Shares at $0.25 per Share to raise $10,000,000 (Offer). Important notice This Prospectus must be read in its entirety. If you do not understand their contents or are in doubt as to the course you should follow, you should consult your professional advisor. The Shares offered by this Prospectus should be considered as highly speculative. Fulcrum Lithium Ltd ACN 665 528 307 Lead Manager Bell Potter Securities Limited 1 Important Notice Offer The Offer contained in this Prospectus is an invitation to acquire ordinary shares in Fulcrum Lithium Ltd (ACN 665 528 307) (Company). Lodgement and listing This Prospectus is dated 21 August 2024 and a copy of this Prospectus was lodged with ASIC on that date. The Company will apply to the ASX for admission of the Company to the official list of the ASX and for quotation of the Shares on the ASX within seven days after the date of this Prospectus. Neither ASIC nor the ASX or their officers take any responsibility for the contents of this Prospectus or for the merits of the investment to which this Prospectus relates. Expiry date No Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Notice to Applicants The information in this Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. This Prospectus should not be construed as financial, taxation, legal or other advice. This Prospectus is important and should be read in its entirety prior to deciding whether to invest in the Company's Shares. There are risks associated with an investment in the Shares. Some of the risks that should be considered are set out in section 7. You should carefully consider these risks in light of your personal circumstances including financial and taxation issues. There may also be risks in addition to these that should be considered in light of your personal circumstances. If you do not fully understand this Prospectus or are in doubt as to how to deal with it, you should seek professional guidance from your stockbroker, lawyer, accountant or other professional advisor before deciding whether to invest in the Shares. No person named in this Prospectus guarantees the Company's performance or any return on investment made pursuant to this Prospectus. No offer where Offer would be illegal This Offer does not constitute a public offer or invitation in any jurisdiction other than Australia and New Zealand. No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of Shares, in any jurisdiction outside Australia and New Zealand. The distribution of this Prospectus outside Australia may be restricted by law and therefore any person who resides outside Australia and who receives this Prospectus should seek advice on and observe any such restrictions. Any person who has a registered address in any other country who receives this Prospectus may only apply for Shares where that person is able to reasonably demonstrate to the satisfaction of the Company that they may participate in the Offer relying on a relevant exception from, or are not otherwise subject to, the lodgement, filing, registration or other requirements of any applicable securities laws in the jurisdiction in which they have a registered address. The Company will not offer to sell, nor solicit an offer to purchase, any securities in any jurisdiction where such offer, sale or solicitation may not lawfully be made. Any failure to comply with these restrictions may constitute violation of applicable securities laws. Refer to section 2.14 for further details on Applicants outside of Australia. 2 Notice to United States residents The securities being offered pursuant to this Prospectus have not been registered under the United States Securities Act of 1933, as amended (US Securities Act) and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the US Securities Act and applicable United States securities laws. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful. Each Applicant will be taken to have represented, warranted and agreed as follows:  it understands that the Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in the US, except in a transaction exempt from, or not subject to, registration under the US Securities Act and any other applicable securities laws;  it is not in the US;  it has not and will not send this Prospectus or any other material relating to the Offer to any person in the US; and  it will not offer or resell the Shares in the US or in any other jurisdiction outside Australia except in transactions exempt from, or not subject to, registration under the US Securities Act and in compliance with all applicable laws in the jurisdiction in which the Shares are offered and sold. Selling restrictions Please see section 2.14 for selling restrictions for non-Australian residents. Financial information and amounts The historical financial information included in this Prospectus has been prepared and presented in accordance with the recognition and measurement principles of Australian Accounting Standards (AAS), which include Australian Equivalents to International Financial Reporting Standards (AIFRS) and is expressed in A$ except where otherwise stated. Disclaimer Australian investors should not rely on any information which is not contained in this Prospectus in making a decision as to whether to acquire securities in the Company under the Offer. No person is authorised by the Company to give any information or make any representation in connection with the Offer that is not contained in the Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Company, its Directors or any other person in connection with the Offer. The Company’s business, financial condition, results of operations and prospects may have changed since the date of this Prospectus. This Prospectus contains forward-looking statements concerning the Company’s business, operations, financial performance and condition as well as the Company’s plans, objectives and expectations for its business, operations and financial performance and condition. Any statements contained in this Prospectus that are not of historical facts may be deemed to be forward-looking statements. You can identify these statements by words such as “aim”, “anticipate”, “assume”, “believe”, “could”, “due”, “estimate”, “expect”, “goal”, “intend”, “may”, objective”, “plan”, “predict”, “potential”, “positioned”, “should”, “target”, “will”, “would” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements are based on current expectations, estimates and projections about the Company's business and the industry in which the Company operates and management’s beliefs and assumptions. These forward looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond the Company's control. As a result, any or all of the Company’s forward-looking statements in this Prospectus may turn out to be inaccurate. Factors that may cause such differences include, but are not limited to, the risks described in section 7. 3 Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. These forward-looking statements are current only as at the date of this Prospectus. Unless required by law, the Company does not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise. You should, however, review the factors and risks the Company describes in the reports to be filed from time to time with the ASX after the date of this Prospectus. This Prospectus contains market data and industry forecasts that were obtained from industry publications, third-party market research and publicly available information. These publications generally state that the information contained in them has been obtained from sources believed to be reliable, but the Company has not independently verified the accuracy and completeness of such information. Some numerical figures included in this Prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that preceded them. Lead Manager Disclaimer Bell Potter Securities Limited (Lead Manager) is acting as lead manager to the Offer. To the maximum extent permitted by law, the Lead Manager and its related bodies corporate, affiliates, officers, directors, employees, agents and advisers (Lead Manager Parties): (i) disclaim all responsibility and liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) for any loss (including consequential or contingent loss or damage) arising from this Prospectus or reliance on anything contained in or omitted from it or otherwise arising in connection with this Prospectus; (ii) disclaim any obligations or undertaking to release any updates or revision to the information in this Prospectus to reflect any change in expectations or assumptions; and (iii) do not make any representation or warranty, express or implied, as to the accuracy, reliability, completeness of the information in this Prospectus or that this Prospectus contains all material information about the Company, the Offer or that a prospective investor or purchaser may require in evaluating a possible investment in the Company or acquisition of shares in the Company, or likelihood of fulfilment of any forward-looking statement or any event or results expressed or implied in any forward-looking statement. The Lead Manager Parties take no responsibility for the Offer and make no recommendations as to whether any person should participate in the Offer nor do they make any representations or warranties (express or implied) concerning the Offer, and they disclaim (and by accepting this Prospectus you disclaim) any fiduciary relationship between them and the recipients of this Prospectus, or any duty to the recipients of this Prospectus or participants in the Offer or any other person. The Lead Manager Parties have not authorised, permitted or caused the issue, submission, dispatch or provision of this Prospectus and, for the avoidance of doubt, and except for references to their name, none of the Lead Manager Parties makes or purports to make any statement in this Prospectus and there is no statement in this Prospectus which is based on any statement by any of them. The Lead Manager Parties may rely on information provided by or on behalf of institutional investors in connection with managing, conducting and underwriting the Offer and without having independently verified that information and the Lead Manager Parties do not assume any responsibility for the accuracy or completeness of that information. The Lead Manager Parties may have interests in the securities of the Company, including by providing corporate advisory services to the Company. Further, the Lead Manager Parties may act as market maker or buy or sell those securities or associated derivatives as principal or agent. The Lead Manager may receive fees for acting in its capacity as Lead Manager to the Offer. You acknowledge and agree that determination of eligibility of investors for the purposes of the Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Company and the Lead Manager and each of the Company and the Lead Manager (and their respective related bodies corporate, affiliates, officers, directors, employees, agents and advisers) disclaim any duty or liability (including for negligence) in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law. For the avoidance of doubt, the Offer is not underwritten. 4 Financial Forecasts The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection. Exposure Period The Corporations Act prohibits the Company from processing Applications under the Offer in the seven day period after the date of lodgement of the Prospectus with ASIC (Exposure Period). The Exposure Period may be extended by ASIC for a further period of up to seven days. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds under the Offer. This Prospectus will be made generally available to Australian residents during the Exposure Period by being posted on the following website: www.computersharecas.com.au/fulcrumoffer. Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on any Applications received during the Exposure Period. Electronic Prospectus and Application Forms This Prospectus will be made generally available by being posted on the following website: www.computersharecas.com.au/fulcrumoffer. Persons who access the electronic version of this Prospectus should ensure that they download and read the Prospectus in its entirety. Persons having received an electronic version of this Prospectus may obtain an additional paper copy (including any supplementary or replacement document) and the relevant Application Form (free of charge) from the Company’s registered office during the offer period by contacting the Company by phone on +61 2 9300 3377 during office hours or by emailing the Company at pnightingale@fulcrumlithium.com. Applications will only be accepted on the relevant Application Form attached to, or accompanying, this Prospectus. The Corporations Act prohibits any person from passing on to another person the Application Form unless it is accompanied by or attached to a complete and unaltered copy of this Prospectus. Prospective investors wishing to subscribe for Shares under the Offer should complete the relevant Application Form. If the required information on the Application Form is not complete, the Company may not be able to accept or process the Application. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. Privacy By filling out an Application Form to apply for Shares, you are providing personal information to the Company through the Company’s service provider, the Share Registry, which is contracted by the Company to manage Applications. The Company, and the Share Registry on its behalf, collect, hold and use that personal information in order to process your Application, service your needs as a Shareholder, provide facilities and services that you request and carry out appropriate administration. If you do not provide the information requested in the Application Form, the Company and the Share Registry may not be able to process or accept your Application. Your personal information may also be provided to the Company’s agents and service providers on the basis that they deal with such information in accordance with the Company’s privacy policy. The types of agents and service providers (who may be located outside of Australia) that may be provided with your personal information and the circumstances in which your personal information may be shared are: 5 • the Share Registry for ongoing administration of the Shareholder register; • printers and other companies for the purpose of preparing and distributing statements and for handling mail; • market research companies for the purpose of product development, product planning and analysing the Company's Shareholder base; and • legal and accounting firms, auditors, contractors, consultants and other advisers for the purpose of administering, and advising on, the Shares and for associated actions. You may request access to your personal information held by (or on behalf of) the Company. You may be required to pay a reasonable charge to the Share Registry in order to access your personal information. You can request access to your personal information by contacting the Share Registry on 1300 850 505 (from within Australia) or +61 3 9415 4000 (from outside Australia), Monday to Friday, between 9:00 am and 5:00 pm AEST. If any of your information is not correct or has changed, you may require it to be corrected. Website Any documents included on the website www.Fulcrumlithium.com (and any reference to them) are provided for convenience only and none of the documents or other information on the website are incorporated by reference into this Prospectus with the exception of the policies and procedures relating to corporate governance set out in section 6.6. No cooling-off rights Cooling-off rights do not apply to an investment in Shares issued under this Prospectus. This means that, in most circumstances, you cannot withdraw your application once it has been accepted. Continuous disclosure obligations Following admission to the official list of ASX, the Company will be a “disclosing entity” (as defined in section 111AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the securities. Price sensitive information will be publicly released through ASX before it is disclosed to Shareholders and market participants. Distribution of other information to Shareholders and market participants will also be managed through disclosure to the ASX. In addition, the Company will post this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience. Definitions and abbreviations Defined terms and abbreviations used in this Prospectus are explained in the Glossary in section 14. Time All references to time in this Prospectus refer to Australian Eastern Standard Time (AEST) unless stated otherwise. Photographs and diagrams Photographs used in this Prospectus should not be interpreted to mean that any person shown endorses this Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in the Prospectus are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available as at 21 August 2024. Competent Person’s Statement 6 The information in this Prospectus that relates to exploration results, exploration targets or mineral resources is based on, and fairly represents, information and supporting documentation prepared by Mr Bill R. Fleshman of Global Geological Services, LLC, a geologist who is a Fellow and Chartered Professional of the Australasian Institute of Mining and Metallurgy and (FAusIMM CP Geology #107342) and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activities which are being undertaken to qualify as a Competent Person as defined in the 2012 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Fleshman is an independent consulting geologist and consents to the inclusion of the exploration results, exploration targets and supporting information in the form and context in which it appears. Mr Fleshman has more than 45 years’ experience in the exploration of mineral projects in North America, Australia, Mexico, Myanmar, Norway and Finland. 7 Contents Important Notice 2 Contents 8 Summary of the Offer and Key Dates 9 Letter from the Chairman 10 1. Investment overview 12 2. Details of the Offer 28 3. Company overview 38 4. Projects 42 5. Industry overview 57 6. Board, management and corporate governance 62 7. Risk factors 80 8. Financial information 90 9. Investigating Accountant's Report 98 10. Independent Geological Report 103 11. Solicitor's Report on Title 272 12. Material contracts 355 13. Additional information 358 14. Glossary 374 Application Form 376 8 Summary of the Offer and Key Dates Key Offer Statistics Offer Offer Price per Share $0.25 Total number of Shares currently on issue held by Existing Shareholders 82,600,005 Total number of Shares to be issued under the Offer 40,000,000 Number of Performance Rights to be issued to Directors 3,000,000 Total proceeds of the Offer $10,000,000 Total number of Shares to be held by Existing Shareholders following completion of the Offer 82,600,005 Total number of Shares on issue following completion of the Offer 122,600,005 Total number of Performance Rights on issue on completion of the Offer 3,000,000 Market capitalisation of the Company following completion of the Offer (undiluted and at the Offer Price) $30,650,001 Key Dates Lodgement of Prospectus with ASIC 21 August 2024 Exposure Period begins 21 August 2024 Exposure Period ends 28 August 2024 Opening Date for the Offer 29 August 2024 Closing Date for the Offer (5:00pm) 6 September 2024 Allotment and issue of Shares under the Offer 7 October 2024 Expected date for despatch of holding statements 8 October 2024 Expected date for quotation of Shares on ASX 11 October 2024 The timetable above is indicative only. All times are AEST. 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 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 an Application are encouraged to do so as soon as practicable after the Offer opens. 9 Letter from the Chairman Dear Investor, I am pleased to present to you this offer to invest in the future of Fulcrum Lithium Ltd (Fulcrum or the Company). Fulcrum has assembled the following portfolio of lithium exploration projects in Nevada, USA, in the heart of Nevada’s “lithium belt” which hosts Albemarle Corporation’s (NYSE: ALB) Silver Peak mine, the only lithium producing mine in the USA:  the Alkali Flats lithium project comprising 2,276 lode claims (approximately 190 km2);  the Fairway lithium project comprising 327 lode claims (approximately 27 km2); and  the Summit lithium project comprising 160 lode claims (approximately 13 km2), (together the Company’s Projects). The Company’s Projects represent one of the largest known portfolios of lode claims in Nevada focused on the exploration for claystone hosted lithium deposits. Exploration results to date, particularly at the Company’s flagship project, Alkali Flats, have shown that claystone hosted lithium is present on the Company’s claims. The claystone present on the Company’s claims exhibit geologic and topographic characteristics considered to be instrumental in the significant accumulations of lithium in claystone reported at several nearby projects. The key risks associated with an investment in the Company are summarised in section 1.2 and section 7.2 of the Prospectus and include, but are not limited to, the following:  risk of challenge to mining claims;  the risk of potentially conflicting third party unpatented mining claims;  exploration risk;  future funding risk;  risks associated with the maintenance and renewal of mining claims; and  inherent industry risks. Although these risks are common for most exploration stage resource companies, I recommend investors consider these risks when deciding whether to invest in the Company. Under this Prospectus, the Company is offering 40,000,000 Shares at an issue price of $0.25 per Share to raise $10.0 million. The purpose of this fund raising is, as demanded by exploration results to date, to enable the Company to step up its exploration activities with the objective of defining, developing and exploiting lithium opportunities that are critical to the transition to clean energy. The Company’s Projects are intended to be long term projects. The Company has assembled an experienced leadership team with expertise in mineral exploration, project development and finance. The team has a track record of effectively deploying capital and creating shareholder wealth. This Prospectus contains detailed information about the Offer, the current and proposed operations of the Company, as well as the risks associated with an investment in the Company. I ask that prospective investors please take the time to fully review this Prospectus to appreciate the quality of the Company’s portfolio of exploration assets, the team that will drive the Company’s strategy and the risks associated with investing in 10 the Company. We look forward to the growth of our portfolio of projects and to the successful exploration and exploitation of those projects with optimism. I commend this opportunity to invest in the Company to you and I look forward to welcoming you as a Shareholder of the Company. Sincerely Norman A. Seckold Chairman 11 1. Investment overview 1.1 General The information set out in this section 1 (Investment overview) is intended to be a selective overview of the key information relating to the Offer only and is not intended to provide full information for investors intending to apply for Shares under the Offer. It should be read in conjunction with the more detailed information contained in this Prospectus. In deciding whether to apply for Shares, you should read this Prospectus carefully and in its entirety. If you are in doubt as to the course you should follow, please consult your professional advisers. 1.2 Key Offer information and frequently asked questions Set out below is a summary of the key Offer information and frequently asked questions. This information is intended to be a summary only and should be read in conjunction with the more detailed information contained in the Prospectus and as cross referenced in the third column of the table below. Summary For more information Who is the issuer of this Prospectus? Fulcrum Lithium Ltd, a company incorporated in New South Wales, Australia on 6 February 2023. Refer to section 3.1 What does the Company do? The Company is a mineral exploration company focused on discovering and developing lithium projects in Nevada, USA. Since incorporation, the Company has identified and acquired an interest in several lode claims in Nevada, USA, prospective for lithium comprising the Alkali Flats, Fairway and Summit lithium projects (together the Company’s Projects). Following admission to the ASX, the Company intends to undertake systematic exploration programs on each of the Projects in accordance with its proposed use of funds and detailed exploration budget. Refer to sections 3 and 4 What are the Company’s Projects? The Company’s 100% owned lithium exploration Projects which cover a total of 230 km2 located in Esmeralda County, Nevada, USA, include: (a) the Alkali Flats lithium project comprising 2,276 unpatented lode claims, an area of approximately 190 km2; (b) the Fairway lithium project comprising 327 unpatented lode claims, an area of approximately 27 km2; and (c) the Summit lithium project comprising 160 unpatented lode claims, an area of approximately 13 km2. The Company’s Projects are located in the heart of Nevada’s “lithium belt” and based on limited exploration data, all three of the Company’s Projects are considered to be prospective for lithium mineralisation hosted in layered claystone units. Neighbouring projects include the Silver Peak mine owned by Albemarle Corporation (NYSE: ALB). The Company plans to systematically explore all three Projects through geophysical tests, drilling and metallurgical test work with the aim of defining an economic mineral resource. Refer to sections 4.10, 10 and 11 Topic General 12 Topic Summary For more information Further details on the Company’s Projects are set out in section 4, the Independent Geological Report in section 10 and the Solicitor’s Report on Title in section 11. Prospective investors are encouraged to read the risk factors related to the Company’s business and industry in which the Company operates, which are set out in sectio