DiscovEx Resources : Non-Renounceable Issue

For personal use only

DISCOVEX RESOURCES LIMITED

ACN 115 768 986

ENTITLEMENT ISSUE PROSPECTUS

For a pro-ratanon-renounceable entitlement issue of 2 Shares for every 7 Shares held by those Shareholders registered at the Record Date at an issue price of $0.004 per Share to raise up to $2,935,616 (based on the number of Shares on issue as at the date of this Prospectus) (Offer).

This Offer is partially underwritten by Windandsea and Serpentine (together, the Underwriter). Refer to Section 1.4, 1.6 and 6.4.1 for details regarding the terms of the underwriting.

IMPORTANT NOTICE

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

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

For personal use only

I M P O R T A N T N O T IC E

This Prospectus is dated 20 June

financial

or

investment

objectives,

to any person to whom, it would not

2022 and was lodged with the ASIC

financial

situation

or

particular

be lawful to make such an offer or

on that date.

The ASIC, ASX and

needs

(including

financial

or

to issue this Prospectus.

their

respective

officers

take

no

taxation

issues). You

should

seek

It

is

not

practicable

for

the

responsibility for the contents of this

professional

advice

from

your

Company

to

comply

with

the

Prospectus

or

the

merits

of

the

accountant,

financial

adviser,

securities

laws

of

overseas

investment to which this Prospectus

stockbroker,

lawyer

or

other

jurisdictions

having

regard

to

the

relates.

professional adviser before deciding

number

of

overseas

Shareholders,

No Shares

may

be

issued

on

the

to subscribe

for Shares

under

this

the

number and

value

of

Shares

Prospectus to determine whether it

basis of this Prospectus later than 13

these

Shareholders

would

be

meets

your

objectives,

financial

months

after

the

date

of

this

offered and the cost of complying

situation and needs.

Prospectus.

with

regulatory

requirements

in

Forward-looking statements

No

person

is

authorised

to

give

each

relevant

jurisdiction.

This

Prospectus

contains

forward-

Accordingly, the Offer is not being

information

or

to

make

any

extended

and

Shares will

not

be

representation

in connection

with

looking

statements

which

are

issued

to

Shareholders

with

a

this

Prospectus,

which

is

not

identified by words such as 'may',

registered address which is outside

contained

in this

Prospectus.

Any

'could',

'believes',

'estimates',

Australia or New Zealand.

information or representation not so

'targets', 'expects', or 'intends' and

contained may not be relied on as

other similar words that involve risks

For further information on overseas

having been authorised by the

and uncertainties.

Shareholders

please

refer

to

Company

in

connection

with

this

These statements are based on an

Section 2.9.

Prospectus.

Continuous disclosure obligations

assessment

of

present

economic

It is important that investors read this

and operating conditions, and on a

The Company is a "disclosing entity"

Prospectus

in

its

entirety

and

seek

number

of

assumptions

regarding

(as defined in section 111AC of the

professional

advice

where

future events and actions that, as at

Corporations Act) for the purposes

necessary.

The

Shares

offered by

the

date of this

Prospectus,

are

of section 713 of the Corporations

this

Prospectus

should

be

expected to take place.

Act

and,

as

such,

is

subject

to

considered as highly speculative.

Such forward-looking statements

regular

reporting

and

disclosure

Applications

for

Shares

offered

are not guarantees of future

obligations.

Specifically,

like

all

pursuant to this Prospectus can only

performance and

involve

known

listed companies, the Company is

be made by an original Entitlement

and

unknown

risks, uncertainties,

required

to

continuously

disclose

and Acceptance Form or Shortfall

assumptions

and

other

important

any information it has to the market

Application Form.

factors, many of which are beyond

which a reasonable person would

This

Prospectus

is

a

transaction

the

control

of

the Company,

the

expect to have a material effect on

Directors

and

the

Company's

the price or the value of the Shares.

specific

prospectus

for

an

offer of

management.

continuously quoted

securities

(as

This Prospectus is intended to be

The Company cannot and does not

defined in the Corporations Act)

read in conjunction with the publicly

and has been prepared in

give any assurance that the results,

available information in relation to

accordance with section 713 of the

performance

or

achievements

the Company which has been

Corporations

Act.

It

does

not

expressed or implied by the forward-

notified to ASX and does not

contain the same level of disclosure

looking statements contained in this

include all of the information that

as an initial public offering

Prospectus will actually occur and

would be included in a prospectus

prospectus and is only required to

investors are cautioned not to place

for an initial public offering of

contain information in relation to the

undue reliance on these forward-

securities in an entity that is not

effect of the issue of securities on a

looking statements.

already listed on a stock exchange.

company and the rights attaching

The Company has no intention to

Investors

should

therefore

have

to the securities.

It is not necessary

regard

to

the

other

publicly

update

or

revise

forward-looking

to include

general

information in

available

information

in

relation to

statements,

or

to

publish

relation

to

all of

the

assets

and

the

Company

before

making

a

prospective financial information in

liabilities, financial

position, profits

decision whether or not to invest.

the

future,

regardless

of

whether

and losses or prospects of the issuing

new

information, future

events or

Having taken such precautions and

company.

any other factors affect the

having made such enquires as are

Representations

contained

in

this

information

contained

in

this

reasonable, the Company believes

Prospectus are made taking into

Prospectus, except where required

that it has complied with the

account that the Company is a

by law.

general

and specific

requirements

disclosing entity for the purposes of

These

forward-looking

statements

of ASX as applicable from time to

the

Corporations

Act and

certain

time

throughout

the

three

months

are

subject

to

various

risk

factors

matters

are

publicly

available

before

the

issue

of

this

Prospectus

that

could cause

the

Company's

information or may reasonably be

which

required the

Company

to

actual

results

to

differ

materially

expected to be known to investors

notify

ASX

of

information

about

from

the

results

expressed

or

and

professional

advisers

whom

specified events or matters as they

anticipated

in

these

statements.

prospective investors may consult.

arise for the purpose of ASX making

These

risk factors

are

set

out in

No Investment Advice

that

information

available

to

the

Section 5.

stock market conducted by ASX.

The

information

contained

in

this

Overseas shareholders

Please refer to Section 6.2 for further

Prospectus is not financial product

This

Offer does not,

and is

not

details.

advice

or

investment advice

and

intended

to, constitute

an

offer in

does not take into

account

your

any place or jurisdiction in which, or

5332-03/2976151_6

i

For personal use only

Electronic Prospectus

certificates

to

investors.

Instead,

to do so, please contact the share

A copy of this Prospectus can be

investors

will

be

provided

with

registry

at

the

relevant

contact

statements

(similar

to

a

bank

number set out in this Prospectus.

downloaded

from the website

of

account statement) that set out the

Collection,

maintenance

and

the

Company

at

number

of

Shares

issued

to them

www.discovexresources.com.au.

If

disclosure

of

certain

personal

under this

Prospectus.

The

notice

you

are accessing the

electronic

information

is

governed

by

will also

advise holders

of

their

version of

this

Prospectus

for

the

legislation including the Privacy Act

Holder

Identification

Number

or

purpose of making an investment in

1988

(as

amended),

the

Security Holder Reference Number

the

Company,

you

must

be

an

Corporations Act and certain rules

and explain,

for future

reference,

Australian or New Zealand resident

such

as

the

ASX

Settlement

the sale and purchase procedures

and

must

only

access

this

Operating Rules.

You should note

under CHESS and issuer sponsorship.

Prospectus from within Australia or

that if you do not provide the

New Zealand.

Electronic sub-registers also mean

information

required

on

the

The Corporations Act prohibits any

ownership

of

securities

can

be

application

for

Shares,

the

transferred

without

having

to

rely

Company may

not

be

able to

person passing onto another person

upon

paper

documentation.

accept or process your application.

an

Application

Form unless

it is

Further

monthly

statements

will

be

Enquiries

attached

to

a

hard

copy

of

this

provided

to

holders

if

there have

Prospectus

or

it

accompanies

the

been any changes in their security

If you are in any doubt as to how to

complete and unaltered version of

holding in the Company during the

deal with any of the matters raised

this Prospectus. You may obtain a

preceding month.

in this Prospectus, you should consult

hard copy of this Prospectus free of

Photographs and Diagrams

with your broker or legal, financial or

charge

by

contacting

the

other professional

adviser without

Company by phone on +61 8 9380

Photographs used in this Prospectus

delay.

Should

you

have

any

9440 during

office

hours

or

by

which do not have descriptions are

questions about the Offers or how to

emailing

the

Company

at

for illustration

only

and

should

not

accept

the

Offer

please

call

the

[e-mail].

be interpreted to mean that any

Company

Secretary

on

The Company reserves the right not

person

shown

endorses

the

[phone].

to accept an Application Form from

Prospectus or its contents or that the

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

access to the electronic Application

Prospectus are illustrative only and

Form, it was not provided together

may not be drawn to scale.

with the electronic Prospectus and

Definitions and Time

any

relevant

supplementary

or

replacement prospectus or any of

Unless

the

contrary

intention

those documents were incomplete

appears or the context otherwise

or altered.

requires,

words

and

phrases

Company Website

contained

in

this Prospectus have

the

same

meaning

and

No documents or other information

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 7.

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

Privacy statement

Guide 170 and believe that they do

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

from time to time and disclosed to

Register System (CHESS) and Issuer

persons

inspecting

the

register,

Sponsorship

including bidders for your securities

The Company will apply to

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

5332-03/2976151_6

ii

CORPORATE DIRECTORY

personal use only

Directors

Heath Hellewell

Non-Executive Chairman

Toby Wellman

Managing Director

David Morgan

Non-Executive Director

Kim Massey

Non-Executive Director

Company Secretary

Nerida Schmidt

Registered Office

Unit 1

72 Kings Park Road

WEST PERTH WA 6005

Telephone: + 61 8 9380 9440

Email: [e-mail]

Website: www.discovexresources.com.au

Auditor*

PKF Perth

Level 4

35 Havelock Street

WEST PERTH WA 6005

Share Registry*

Automic Group

Level 2

267 St Georges Terrace

PERTH WA 6000

Telephone: [phone]

Underwriter

Nedlands Nominees Pty Ltd

ATF Windandsea Investments A/C

Toby Wellman

ATF Serpentine Investment A/C

Legal Advisers

Steinepreis Paganin

Lawyers and Consultants

Level 4, The Read Buildings

16 Milligan Street

PERTH WA 6000

For

*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.

5332-03/2976151_6

iii

For personal use only

TABLE OF CONTENTS
1.	KEY OFFER INFORMATION..............................................................................................	1
2.	DETAILS OF THE OFFER ....................................................................................................	5
3.	PURPOSE AND EFFECT OF THE OFFER...........................................................................	11
4.	RIGHTS AND LIABILITIES ATTACHING TO SHARES........................................................	15
5.	RISK FACTORS ...............................................................................................................	18
6.	ADDITIONAL INFORMATION.........................................................................................	27
7.	GLOSSARY.....................................................................................................................	38

5332-03/2976151_6

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