Before downloading, printing or viewing the Prospectus, please carefully read this information. By accessing the Prospectus (by clicking on the link below) you agree to and acknowledge that you have read and accept these terms and conditions of access. The information on this page is not part of the Prospectus. If you do not understand it, you should consult your professional adviser without delay.
Important Notice
Barkly Rare Earths Limited (ACN 641 565 139) (Company) has lodged a prospectus dated 1 December 2025 (Prospectus) with the Australian Securities and Investments Commission (ASIC) for an offer of 40,000,000 shares at an issue price of $0.20 per share, together with 1 free attaching option for every 2 shares subscribed and issued, to raise $8,000,000 (before costs) (Public Offer).
The Prospectus also contains the following secondary offers:
(together, the Secondary Offers).
The Public Offer and the Secondary Offers are together the Offers.
The Company has specified a target market (Target Market) for investors under the Offers, which is set out in the target market determination available at www.barklyrareearths.com (TMD). The Prospectus can only be accessed by investors in the TMD.
The Prospectus and TMD are important documents which should be read in their entirety. If, after reading the Prospectus you have any questions about the Offers, TMD or any other matter, please contact your professional advisers without delay.
Neither ASIC nor ASX Limited, nor any of their respective officers, take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.
The electronic copy of the Prospectus available on this website does not constitute an offer of, or an invitation to subscribe for, any securities. You may print out a hard copy of the Prospectus from this website or copy the electronic Prospectus on this website into an electronic file for your personal use only. You must not alter the contents of this electronic file in any way.
Alternatively, any Australian resident may obtain a hard copy of the Prospectus free of charge by contacting the Company by phone on +61 8 9386 0855 during office hours or by emailing the Company at admin@barklyrareearths.com.
To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus from this website, including, but not limited to, data corruption or download.
Applications
Anyone who wants to acquire securities in the Company will need to carefully consider the TMD and Prospectus and complete an application form attached to or accompanied by the Prospectus (Application Form). The completed Application Form must be lodged, and the application monies paid, in accordance with the details set out in the Prospectus and Application Form. The Corporations Act 2001 (Cth) (Corporations Act) prohibits any person from passing onto another person an Application Form unless it is attached to or accompanied by a complete and unaltered version of the Prospectus.
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.
If an Application Form is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Application Form to be valid. The Company’s decision to treat an application as valid and how to construe, amend or complete the Application Form, will be final.
No Advice
Nothing contained on this website or in the Prospectus constitutes investment, financial, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus does not take into account your financial or investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company, the securities being offered for subscription and the terms of the offering, including the merits and risks involved. You should consult your professional advisers for investment, financial, legal, business or tax advice.
Exposure Period
In accordance with the Corporations Act, the Prospectus is subject to an exposure period of seven days from the date of lodgement of the Prospectus with the ASIC. This period may be extended by the ASIC for a further period of up to seven days.
Persons to whom the Public Offer is Available
For legal reasons, the electronic version of the Prospectus accessible through this website is available to persons accessing this website from within Australia only, with the exception of institutional or professional investors resident in New Zealand, Hong Kong, Singapore or the United Kingdom. If you are accessing this website from anywhere outside of Australia, New Zealand, Hong Kong, Singapore or the United Kingdom, please do not download the electronic version of the Prospectus.
The Prospectus does not constitute an offer or invitation to apply for, securities in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. It is the responsibility of any applicant outside Australia to ensure compliance with all laws of any country relevant to their applications, and any such applicant should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be allotted any securities.
The securities being offered pursuant to the Prospectus have not been, and will not be, registered under the US Securities Act of 1933 (US Securities Act) or the securities laws of any state or other jurisdiction in the United States and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. The Prospectus does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful under applicable law.
Secondary Offers
The Secondary Offers are only being extended to selected parties as detailed in the Prospectus. Applications for securities under each of the Secondary Offers must only be made by those selected parties using the application form to be provided by the Company and attached to or accompanying the Prospectus. An application form and instructions on how to apply for securities under each of the Secondary Offers will only be provided to the selected parties in accordance with the terms of the Prospectus.
Acknowledgement
By clicking “I Accept” below, you acknowledge and agree that: