BCI Minerals : Cleansing Notice Under Section 708A(12C)

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ASX Release

24 December 2021

ASX Market Announcements Office

Dear Sir/Madam

CLEANSING NOTICE UNDER SECTION 708A(12C) OF THE CORPORATIONS ACT 2001 (CTH)

BCI Minerals Limited ABN 21 120 646 924 (ASX: BCI) (BCI or Company) gives this cleansing notice (Cleansing Notice) under section 708A(12C)(e) of the Corporations Act 2001 (Cth) (Corporations Act) as amended by the ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2016/82 (the Instrument).

The Company hereby gives notice that:

1. the series 1 convertible notes (Convertible Notes) (as approved by shareholders at the
   Company's extraordinary general meeting on 20 December 2021) were issued without disclosure to investors under Part 6D.2 of the Corporations Act; and
2. this Cleansing Notice has been given in accordance with section 708A(12C)(e) of the Corporations Act as amended by the Instrument.

The issue of this Cleansing Notice enables the fully paid ordinary shares in the capital of the Company (Shares) issued on the conversion of the Convertible Notes issued by the Company on the terms described below, to be on-sold to retail investors without further disclosure.

The Cleansing Notice is important and should be read in its entirety.

The Company has entered into a subscription deed in relation to the Convertible Notes with AustralianSuper Pty Ltd (ABN 65 714 394 898) as trustee for AustralianSuper (AustralianSuper) dated 17 November 2021 (Deed). Pursuant to the Deed, the Company has issued 46,662,048 Convertible Notes in exchange for the transfer of 31,147,824 ordinary shares in Agrimin Limited (AMN) and 26,349,498 ordinary shares in Highfield Resources Limited (HFR).

The Directors consider that the raising of capital by the issue of the Convertible Notes is in the best interests of the Company.

1 Contents of this Cleansing Notice

The Cleansing Notice sets out the following:

1. in relation to the Convertible Notes:
2. 1. the effect of the issue on the Company;
   2. a summary of the rights and liabilities attaching to the Convertible Notes;

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1. 1. a summary of the rights and liabilities attaching to the Shares that will be issued on the conversion of the Convertible Notes; and
2. any information that:
3. 1. has been excluded from continuous disclosure notices in accordance with the ASX Listing Rules; and

1. 1. is information that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:
   2. 1. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and
      2. the rights and liabilities attaching to the Shares; and
2. other information relating to the Company's status as a disclosing entity.

2 The effect of the issue on the Company

The principal effect of the issue of the Convertible Notes on the Company will be to:

1. result in the Company acquiring and becoming the registered holder of 31,147,824 ordinary shares in AMN and 26,349,498 ordinary shares in HFR;
2. increase the number of unquoted Convertible Notes on issue from zero to 46,662,048;
3. give rise to the Company having a liability for the aggregate amount of the Face Value of the Convertible Notes (A$29,093,787); and
4. if the Convertible Notes are converted, either wholly or in part to Shares increase the number of Shares as a consequence of the issue of Shares on such conversion.

3 Potential effect on capital structure

As at the date of this Cleansing Notice, the issued capital of the Company is 1,206,098,756 ordinary shares.

The capital structure of the Company will be affected by the conversion of the Convertible Notes to Shares by AustralianSuper.

The maturity date of the Convertible Notes is 10 years after date of issuance (unless all Convertible Notes are redeemed or converted earlier).

Upon conversion, the number of Shares to be issued to AustralianSuper will be calculated on the following basis: Principal Outstanding / Conversion Price.

The "Principal Outstanding" is the face value of the Convertible Notes, together with the establishment fee accrued and capitalised interest (if any). The Convertible Notes do not bear any interest.

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The "Conversion Price" is the initial conversion price of A$0.6235 adjusted for certain corporate actions of the Company during the term of the Convertible Notes in accordance with certain adjustment rules.

For further information please see the rules annexed in the notice of general meeting lodged with the ASX on 18 November 2021.

In addition, the Company will have 46,622,048 Convertible Notes on issue.

4 Rights and liabilities attaching to the Convertible Notes

A broad summary of the rights, privileges and restrictions attaching to the Convertible Notes was set out in the Company's announcement of 18 November 2021 (ASX Announcement), and is reproduced in Schedule 1 of this Cleansing Notice (noting any terms not defined in Schedule 1 have the same meaning as in the ASX Announcement). The summary is not exhaustive and does not constitute a definite statement of the rights and liabilities of the Noteholders.

5 Rights and liabilities attaching to Shares issued under the Convertible Notes

The Shares issued to the Noteholders on the conversion of the Convertible Notes will rank equally in all respects with all of the Company's existing Shares. The rights and liabilities attaching to the Shares, including new Shares to be issued to the Noteholders on the conversion of the Convertible Notes, are set out in the Company's constitution, and, in certain circumstances, regulated by the Corporations Act, the ASX Listing Rules and the general law. The Company's constitution can be inspected free of charge, at the Company's registered office during normal business hours.

The Company intends to apply to ASX for quotation of the Shares issued on conversion of any Convertible Notes.

The following is a broad summary of the rights, privileges and restrictions attaching to all Shares. This summary is not exhaustive and does not constitute a definitive statement of rights and liabilities of Shareholders.

General meetings	Each Shareholder is entitled to receive notice of and to attend general
	meetings for the Company and to receive all notices, accounts and
	other documents required to be sent to Shareholders under the
	Constitution of the Company, the Corporations Act or the Listing Rules.
Voting	Every holder of Shares present in person or by proxy, attorney or
	representative at a meeting of Shareholders has one vote on a vote
	taken by a show of hands, and, on a poll every holder of Shares who is
	present in person or by proxy, attorney or representative has one vote
	for every Share held by him or her, and a proportionate vote for every
	Share, registered in such shareholder's name on the Company's share
	register. A poll may be demanded by the chairman of the meeting, by
	any five Shareholders entitled to vote on the particular resolution
	present in person or by proxy, attorney or representative, or by any
	one or more Shareholders who are together entitled to not less than

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	5% of the total voting rights of, or paid up value of, the Shares of all
	those Shareholders having the right to vote on the resolution.
Dividends	Dividends may be paid to Shareholders as declared by the Board at its
	discretion.
Liquidation	If the Company is wound up, the liquidator may, with the authority of a
	special resolution, divide among the Shareholders in kind the whole or
	any part of the property of the Company, and may for that purpose set
	such value as he considers fair upon any property to be so divided, and
	may determine how the division is to be carried out as between the
	Shareholders or different classes of Shareholders.
Rights on winding up	If the Company is wound up, the right of a Shareholder to participate in
	the distribution of the surplus assets of the Company is dependent
	upon the class of shares they hold.
Transfer of Shares	A Shareholder may transfer Shares by a market transfer in accordance
	with any computerised or electronic system established or recognised
	by the Listing Rules or the Corporations Act for the purpose of
	facilitating transfers in Shares or by an instrument in writing in a form
	approved by ASX or in any other usual form or in any form approved by
	the Directors. The Directors of the Company may refuse to register any
	transfer of Shares, (other than a market transfer) where the Company
	is permitted or required to do so by the Listing Rules or the ASX
	Settlement Operating Rules. The Company must not prevent, delay or
	interfere with the registration of a proper market transfer in a manner
	which is contrary to the provisions of any of the Listing Rules or the
	ASX Settlement Operating Rules.
Variation of rights	If at any time the share capital is divided into different classes of
	shares, the rights attached to any class (unless otherwise provided by
	the terms of issue of the shares of that class), whether or not the
	Company is being wound up, may be varied with the consent in writing
	of the holders of 75% of the issued shares of that class or if authorised
	by a special resolution passed at a separate meeting of the holders of
	the shares of that class.
ASX Listing Rules	If the Company is admitted to the Official List, then despite anything in
	the constitution of the Company, if the Listing Rules prohibit an act
	being done, the act must not be done. Nothing in the constitution
	prevents an act being done that the Listing Rules require to be done. If
	the Listing Rules require an act to be done or not to be done, authority
	is given for that act to be done or not to be done (as the case may be).
	If the Listing Rules require the constitution to contain a provision or not
	to contain a provision the constitution is deemed to contain that
	provision or not to contain that provision (as the case may be). If a
	provision of the constitution is or becomes inconsistent with the Listing
	Rules, the constitution is deemed not to contain that provision to the
	extent of the inconsistency.

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6 Compliance with disclosure obligations

The Company is a disclosing entity under the Corporations Act and, as such, is subject to regular reporting and disclosure obligations under both the Corporations Act and the ASX Listing Rules.

These obligations require the Company to notify ASX of information about specific events and matters as they arise. In particular, the Company is obliged to continuously disclose to the market immediately any information which a reasonable person would expect to have a material effect on the price or the value of the Shares.

The Company is also required to prepare and lodge with ASIC yearly and half-yearly financial

statements accompanied by a directors' statement and report, and an audit report or review. Copies

of documents lodged with ASIX in relation to the Company may be obtained from, or inspected at, an ASIC office.

The Company will provide a copy of each of the following documents, free of charge, to any person on request:

1. the annual financial report most recently lodged by the Company with ASIC, being the financial report of the Company for the year ended 30 June 2021;
2. any half-year financial report lodged by the Company with ASIC after the lodgement of the annual financial report referred to above and before lodgement of this Cleansing Notice with ASX; and
3. any continuous disclosure notices given by the Company to ASX after the lodgement of the annual financial report referred to above and before the lodgement of this Cleansing Notice with ASX.

A list of the continuous disclosure documents given by the Company to ASX after the lodgement of the financial report referred to in (a) and before the lodgement of this Cleansing Notice with ASX is set out in the table below. All of these documents will be provided, free of charge, to any person on request.

Name of ASX announcement	Date of ASX announcement
Mardie Project - Final Investment Decision Made	21/10/2021
Notice of Annual General Meeting/Proxy Form	22/10/2021
Letter to Shareholders - Notice of Annual General Meeting	22/10/2021
Quarterly Activities Report	28/10/2021
Mardie Appeals Determined	11/11/2021
Trading Halt	17/11/2021

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