For personal use only
Contents
Important Information
only | Key Numbers and Dates | |
1 | Details of the Offer | |
2 | Effect of the Offer | |
3 | Risk Factors | |
For personal use | 4 | Additional Information |
Definitions | ||
Corporate Directory | ||
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Important Information
General
only | This Prospectus is issued by Reach Resources Limited |
(ACN 097 982 235) (Company). | |
The Prospectus is dated 23 March 2022, and a copy of | |
this Prospectus was lodged with ASIC on that date. | |
Neither ASIC or ASX take responsibility for the contents | |
of this Prospectus or the merits of the investment to | |
which this Prospectus relates. | |
No Shares will be issued pursuant to this Prospectus | |
later than 13 months after the date of this Prospectus. | |
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. In making | |
representations in this Prospectus, regard has been | |
usehad to the fact that the Company is a disclosing entity | |
personal | for the purposes of the Corporations Act and certain |
matters may reasonably be expected to be known to | |
such information or representations may not be relied | |
investors and professional advisers whom potential | |
investors may consult. | |
Persons wishing to apply for Shares pursuant to the | |
Cleansing Offer must do so using the relevant | |
Application Form attached to or accompanying this | |
Prospectus. Before applying for Shares, investors | |
should carefully read this Prospectus. | |
Any investment in the Company should be considered | |
highly speculative. Investors who are in any doubt or | |
have any questions about this document should | |
promptly consult their stockbroker, accountant or other | |
professional adviser before deciding to apply for Shares | |
under the Cleansing Offer. | |
No person is authorised to give any information or to | |
make any representation in relation to the Cleansing | |
Offer which is not contained in this Prospectus. Any | |
For | upon as having been authorised by the Company. |
Prospectus availability | |
A copy of this Prospectus can be downloaded from the Company's website at www.reachresources.com.au. There is no facility for online applications.
The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company at admin@reachresources.com.au or the Company on +61 8 6268 2641.
Publicly available information
Information about the Company is publicly available and can be obtained from ASIC and ASX (including at www.asx.com.au). The contents of any website, or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Cleansing Offer. 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. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision on whether or not to invest in the Company or its securities.
Foreign restrictions
This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or to extend such an invitation. No action has been taken to register this Prospectus or otherwise to permit the offering of Shares in any jurisdiction outside Australia and New Zealand.
Risk factors
Before deciding to invest in the Company, investors should read the entire Prospectus and in particular, in considering the prospects of the Company, investors should consider the risk factors that could affect the financial performance and assets of the Company. Investors should carefully consider these factors in light of their personal circumstances (including financial and tax issues). See section 3 for further information.
Financial amounts
All references in this Prospectus to "$", "A$", "AUD", "dollars" or "cents" are references to Australian currency.
Any discrepancies between the totals and sums of components in tables contained in this Prospectus are due to rounding.
Definitions and time
A number of terms and abbreviations used in this Prospectus have defined meanings which are set out in the Definitions section of this Prospectus.
All references to time relate to the time in Perth, Western Australia unless otherwise stated or implied.
Governing law
This Prospectus and the contracts that arise from the acceptance of applications under this Prospectus are governed by the law applicable in Western Australia and each applicant submits to the exclusive jurisdiction of the courts of Western Australia.
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For personal use only
Key Numbers and Dates
Key Numbers | Amount | |
Cleansing Offer1 | ||
Shares offered under the Cleansing Offer | 100 | |
Issue price per Share under the Cleansing Offer | $0.008 | |
Notes: | ||
1 | See section 1.1 for further details of the Cleansing Offer. | |
Key Dates | Date | |
Prospectus lodged with ASIC | 23 March 2022 | |
Opening Date (8:00am (AWST)) | 24 March 2022 | |
Issue of Shares under the Placement | 24 March 2022 | |
Issue of Shares to Barclay Wells | 24 March 2022 | |
Issue of Shares to the Service Provider | 24 March 2022 | |
Closing Date (5:00pm (AWST)) | 25 March 2022 |
Note: The above timetable is indicative only. The Company reserves the right, subject to the Corporations Act, the Listing Rules and other applicable laws, to vary the dates, including by extending the Closing Date of the Cleansing Offer or accepting late acceptances, either generally or in particular cases, without notice.
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1 Details of the Offer
For personal use only
1.1 Cleansing Offer
-
Overview
Under the Cleansing Offer, the Company is offering 100 Shares at an issue price of $0.008 each to remove trading restrictions on Shares issued on or before the Closing Date.
The Cleansing Offer will only be extended to persons who are directly invited by the Company. An Application Form will only be provided to these persons, together with a copy of this Prospectus. - Purpose
The primary purpose of the Cleansing Offer is to remove any trading restrictions that attach to:
• the following Shares to be issued prior to the Closing Date (Relevant Shares):
Number | Issue | Proposed issue | Purpose of the issue |
price | date | ||
300,000,000 | $0.008 | 24 March 2022 | Shares to be issued under the |
Placement. | |||
12,500,000 | $0.008 | 24 March 2022 | Shares to be issued to Barclay |
Wells for strategic services | |||
provided to the Company in | |||
connection with the Acquisition. | |||
3,538,175 | $0.007 | 24 March 2022 | Shares to be issued to Service |
Provider for the provision of | |||
services to the Company. | |||
- any other Shares issued prior to the Closing Date.
Accordingly, the Company is seeking to raise only a nominal amount under the Cleansing Offer as its purpose is not to raise capital. Expenses of the Cleansing Offer will be paid out of the Company's existing cash reserves.
The Company is lodging this Prospectus under section 708A(11) of the Corporations Act to cleanse Shares issued on or before the Closing Date so that subsequent trading is not subject to secondary trading restrictions under the Corporations Act.
Generally, section 707(3) of the Corporations Act requires that a prospectus is issued in order for a person to whom securities were issued without disclosure under Part 6D of the Corporations Act to offer those securities for sale within 12 months of the date of their issue.
The Corporations Act provides an exception to section 707(3) where an entity issues a cleansing notice under section 708A(5) of the Corporations Act, however the Company will have been suspended from trading on the ASX for more than 5 days during the period of 12 months before the day on which the Relevant Shares will be issued and is therefore ineligible to rely on this exception pursuant to section 708A(5)(b) of the Corporations Act. Accordingly, the Company is lodging this Prospectus in accordance with section 708A(11) of the Corporations Act.
Relevantly, section 708A(11) provides that a sale offer does not need disclosure to investors if:
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Reach Resources Ltd. published this content on 23 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 March 2022 06:33:01 UTC.