Draig Resources : Non-Renounceable Rights Issue Prospectus

Microsoft Word - Prospectus (KPC00129500-016) (002)GR CLEAN Signed

Prospectus

DRAIG RESOURCES LIMITED ACN 110 439 686

For:

• a non-renounceable pro rata offer to Eligible Shareholders of two New Shares for every five Existing Shares at an issue price of $0.02 per New Share to raise up to

  $610,479 before issue costs (Offer); and

• an offer of Shortfall Securities on terms set out in section 8.6 (Shortfall Offer).

The Offer is partially underwritten by Patersons Securities Limited. See section 8.5 for details.

ASX Code: DRG

This Prospectus provides important information about the Company. You should read the entire document including the Entitlement and Acceptance Form. If you have any questions about the New Shares being offered under this Prospectus, or any other matter relating to an investment in the Company, you should consult your professional adviser. An investment in the New Shares offered under this Prospectus is highly speculative.

This Prospectus is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the District of Columbia). This Prospectus is not an offer of securities for sale into the United States or to, or for the account or benefit of, US Persons. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons. No public offering of securities is being made in the United States.

Important Notice

This Prospectus is dated 12 January 2016 and was lodged with ASIC on that date. Application has been made to ASX for quotation of the New Shares offered under this Prospectus.

Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No securities will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Nature of this Prospectus

The New Shares offered under this Prospectus are in the same class of Shares that have been quoted on the official list of the ASX during the 12 months prior to the issue of this Prospectus.

This Prospectus is a 'transaction specific prospectus' to which the special content rules under section 713 of the Corporations Act apply. That provision allows the issue of a more concise prospectus in relation to an offer of securities in a class which has been continuously quoted by ASX in the 3 months prior to the date of the prospectus. In general terms 'transaction specific prospectuses' are only required to contain information in relation to the effect of offer on the company and the rights attaching to the securities offered. 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.

This Prospectus contains information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in it. It does not include all of the information that would be included in a prospectus for an initial public offer.

Prospectus availability

Eligible Shareholders can obtain a copy of this Prospectus at any time prior to the Closing Date on the Company's website at www.draigresources.com or by contacting the Company. If you access an electronic copy of this Prospectus, you should ensure that you download and read the entire Prospectus.

The electronic copy of this Prospectus available from the Company's website will not include a personalised Entitlement and Acceptance Form. Eligible Shareholders will only be able to accept the Offer by completing the personalised Entitlement and Acceptance Form which accompanies this Prospectus or by making payment using BPAY® (refer to section 7.5 of this Prospectus for further information).

Foreign jurisdictions

The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be

restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are residents in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

Disclaimer of representations

No person is authorised to provide any information or make any representation in connection with the Offer which is not contained in this Prospectus.

Forward looking statements

This Prospectus contains forward looking statements that, despite being based on the Company's current expectations about future events, are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Directors. These known and unknown risks, uncertainties and assumptions, could cause actual results, performance or achievements to materially differ from future results, performance or achievements expressed or implied by forward- looking statements in this Prospectus. These risks, uncertainties and assumptions include, but are not limited to, the risks outlined in section 6 of this Prospectus. Forward-looking statements include those containing such words as 'anticipate', 'estimate', 'believe', 'should', 'will', 'may' and similar expressions.

Privacy

Please read the privacy information located in section 8.15 of this Prospectus. By submitting an Entitlement and Acceptance Form, you consent to the matters outlined in that section.

Definitions

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in section 12.

Enquiries

If you have any questions please call the Company Secretary on [phone] or Security Transfer Registrars Pty Limited (Share Registry) on [phone] at any time between 8.00am and 5.00pm (WST) Monday to Friday until the Closing Date. Alternatively, consult your broker, accountant or other professional adviser.

Table of Contents

1. TIMETABLE TO THE OFFER 4

2. KEY OFFER TERMS AND CAPITAL STRUCTURE 4

3. LETTER TO SHAREHOLDERS 5

4. INVESTMENT OVERVIEW AND KEY RISKS 6

5. PURPOSE AND EFFECT OF THE OFFER 8

6. RISK FACTORS 11

7. ACTIONS REQUIRED BY ELIGIBLE SHAREHOLDERS 13

8. DETAILS OF THE OFFER 16

9. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES 22

10. ADDITIONAL INFORMATION. 26

11. DIRECTORS' RESPONSIBILITY AND CONSENT 31

12. GLOSSARY 32

13. CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED) 34

Corporate Directory Directors

Mr Peter Doherty (Executive Chairman) Mr Jarrod Smith (Executive Director) Mr Raymond Shorrocks (Non Exec. Director) Mr Guy Robertson (Non Exec. Director)

Company Secretaries

Mr Jarrod Smith Mr Guy Robertson

Auditor*

KPMG

10 Shelley Street

Sydney NSW 2000

Registered and Business Office

Suite 22.01

25 Bligh Street

Sydney NSW 2000

Tel: [phone]

Email:[e-mail]

Share Registry

Security Transfer Registrars Pty Limited Tel: [phone]

Fax: [phone]

Lead Manager & Underwriter

Patersons Securities Limited Level 48, Australia Square 264 George Street

Sydney NSW 2000

Website

www.draigresources.com

Solicitors to the Offer Kings Park Corporate Lawyers Level 2, 45 Richardson Street

West Perth WA 6005

*This party is named for informational purposes only and was not involved in the preparation of this Prospectus