Adavale Resources : Non-Renounceable Rights Issue Prospectus

For personal use only

ADAVALE RESOURCES LIMITED

ACN 008 719 015

ENTITLEMENT ISSUE PROSPECTUS

For a pro-ratanon-renounceable entitlement issue of up to 1 Share for every 6 Shares held by those Shareholders registered at the Record Date at an issue price of $0.02 per Share for the issue of up to 59,554,598 Shares, together with 1 free Option for every 3 Shares subscribed for and issued to raise up to $1,200,000 (before costs) (based on the number of Shares on issue as at the date of this Prospectus) (Offer).

IMPORTANT NOTICE

This document is important and should be read in its entirety. If, after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your professional advisers without delay.

The Securities offered by this Prospectus should be considered as highly speculative.

I M P O RT ANT NO T I CE

For personal use only

This Prospectus is dated 29 July 2022 and was lodged with the ASIC on that date. The ASIC, 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 Securities 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 this 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 Securities offered by

this Prospectus should be considered as highly speculative.

Applications for Securities offered pursuant to this Prospectus can only be made by an original Entitlement and Acceptance Form or Shortfall Application 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 and is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

Representations contained in this Prospectus are made taking into account that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters are publicly available information or may reasonably be expected to be known to investors and professional advisers whom prospective investors may consult.

No Investment Advice

The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your

financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for Securities under this Prospectus to determine whether it meets your objectives, financial situation and needs.

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 the Company, the Directors and the Company's management.

The Company cannot and does 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 has 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 the Company's actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 5.

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.

For further information on overseas Shareholders please refer to Section 2.9.

Continuous disclosure obligations

The Company is a "disclosing entity" (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is 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.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the three months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Please refer to Section 6.2 for further details.

Target Market Determination

In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of attaching Options issued

under this Prospectus. The Company and the Lead Manager will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company's website (www.adavaleresources.com/).

1

For personal use only

By making an application under the

statements (similar to a bank

registry at the relevant contact

Offer, you warrant that you have

account statement) that set out the

number set out in this Prospectus.

read and understood the TMD and

number of Securities issued to them

Collection,

maintenance

and

that you fall within the target market

under this

Prospectus.

The notice

disclosure

of certain

personal

set out in the TMD.

will

also

advise holders

of

their

information

is

governed

by

Electronic Prospectus

Holder

Identification

Number or

legislation including the Privacy Act

Security Holder Reference Number

1988

(as

amended),

the

A copy of this

Prospectus

can be

and

explain,

for future

reference,

Corporations Act and certain rules

downloaded

from

the

website

of

the sale and purchase procedures

such

as

the

ASX

Settlement

the

Company

at

under CHESS and issuer sponsorship.

Operating Rules.

You should note

www.adavaleresources.com/.

Electronic sub-registers also mean

that if you do not provide the

The Corporations Act prohibits any

ownership of securities can be

information

required

on

the

person passing onto another person

transferred without having to rely

application

for

Securities,

the

an Application Form unless it is

upon

paper

documentation.

Company may not be able to

attached to a hard copy of this

Further monthly statements will be

accept or process your application.

Prospectus

or

it accompanies

the

provided

to

holders

if

there have

Use of Trademarks

complete and unaltered version of

been any changes in their security

this Prospectus.

You may obtain a

holding in the Company during the

This

Prospectus

includes

the

hard copy of this Prospectus free of

preceding month.

Company's

registered

and

charge

by

contacting

the

Photographs and Diagrams

unregistered trademarks.

Company by phone on +61 2 8003

Photographs used in this Prospectus

All other trademarks,

tradenames

6733

during

office hours

or

by

and service marks appearing in this

emailing

the

Company

at

which do not have descriptions are

Prospectus are the property of their

[e-mail].

for illustration

only

and

should

not

respective owners.

be interpreted to mean that any

The Company reserves the right not

person

shown

endorses

the

Enquiries

to accept an Application Form from

Prospectus or its contents or that the

If you are in any doubt as to how to

a person if it has reason to believe

assets shown in them are owned by

that when that person was given

the Company. Diagrams used in this

deal with any of the matters raised

access to the electronic Application

Prospectus are illustrative only and

in this Prospectus, you should consult

Form, it was not provided together

may not be drawn to scale.

with your broker or legal, financial or

with the electronic Prospectus and

Definitions and Time

other

professional

adviser

without

any

relevant

supplementary

or

delay. Should you have any

replacement prospectus or any of

Unless

the

contrary

intention

questions about the Offers or how to

those documents were incomplete

accept the

Offer

please

call

the

appears

or the context

otherwise

or altered.

Company Secretary on +61 2 8003

requires,

words

and

phrases

6733.

Company Website

contained in this Prospectus have

No documents or other information

the

same

meaning

and

interpretation as given in the

available

on

the

Company's

Corporations

Act and

capitalised

website is incorporated into this

terms have the meaning given in

Prospectus by reference.

the Glossary in Section 0.

Financial forecasts

All references to time in this

The Directors have considered the

Prospectus

are

references

to

Australian Western Standard Time.

matters set out in ASIC Regulatory

Guide 170 and believe that they do

Privacy statement

not

have

a

reasonable

basis

to

If you

complete

an

Application

forecast future earnings on the basis

Form, you will be providing personal

that the operations of the Company

information to the Company.

The

are

inherently

uncertain.

Company

collects,

holds

and

will

Accordingly,

any

forecast

or

use that information to assess your

projection

information

would

application, service your needs as a

contain

such

a broad

range

of

Shareholder

and

to

facilitate

potential outcomes and possibilities

distribution

payments

and

that it is not possible to prepare a

corporate

communications to

you

reliable

best

estimate

forecast

or

as a Shareholder.

projection.

Clearing House Electronic Sub-

The information may also be used

Register System (CHESS) and Issuer

from time to time and disclosed to

Sponsorship

persons

inspecting

the

register,

The Company will apply to

including bidders for your securities

in the context of takeovers,

participate in CHESS, for those

regulatory

bodies

including

the

investors who have, or wish to have,

Australian

Taxation

Office,

a sponsoring stockbroker.

Investors

authorised securities

brokers,

print

who do not wish to participate

service providers, mail houses and

through CHESS will be issuer

the share registry.

sponsored by the Company.

You can access, correct and

Electronic sub-registers mean that

update

the

personal

information

the Company will not be issuing

that we hold about you. If you wish

certificates

to

investors.

Instead,

to do so, please contact the share

investors

will

be

provided with

2

For personal use only

CO RP O R A T E DIRECTORY

Directors		Share Registry*
Grant Pierce		Computershare Investor Services Pty Ltd
(Non-Executive Chairman)		Level 3, 60 Carrington Street
David Riekie		Sydney, New South Wales 2000
(Executive Director)		Telephone: [phone] (outside
John Hicks		Australia)
	Telephone: [phone] (within Australia)
(Non Executive Director)		Website:www.computershare.com/au
CEO
Allan Ritchie
CFO &Company Secretary
Leonard Math

Registered Office	Legal Advisers
CBSW Pty Ltd	Steinepreis Paganin
Level 2, 49 Oxford Close	Lawyers and Consultants
West Leederville WA 6007	Level 4, The Read Buildings
Telephone: + 61 02 8003 6733]	16 Milligan Street
PERTH WA 6000
Email:[e-mail]	Lead Manager
Website:www.adavaleresources.com/	Discovery Capital Partners Pty Limited
ASX Code	Level 1/3 Ord Street
ADD	West Perth WA 6005

Auditor*

HLB Mann Judd (WA)

Level 4

30 Stirling Street

Perth WA 6000

*These entities are 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.

3

For personal use only

TABLE OF CONTENTS
1.	KEY OFFER INFORMATION..............................................................................................	5
2.	DETAILS OF THE OFFER ..................................................................................................	10
3.	PURPOSE AND EFFECT OF THE OFFER...........................................................................	18
4.	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES...................................................	23
5.	RISK FACTORS ...............................................................................................................	28
6.	ADDITIONAL INFORMATION.........................................................................................	40
7.	GLOSSARY.....................................................................................................................	48

4