BEFORE DOWNLOADING, PRINTING OR VIEWING THE PROSPECTUS, PLEASE CAREFULLY READ THIS INFORMATION.
The Prospectus dated [insert] 2018 (Prospectus) is an important document that should be read in its entirety before deciding whether to participate in the Offers (as referred to below and detailed in the Prospectus). If after reading the Prospectus, you have questions about the Offer, you should contact your stockbroker, accountant or other professional adviser.
The Prospectus contains details of an offer by Shaw River Manganese Limited ACN 149 964 045, to be renamed Rolek Resources Limited (Company), of:
250,000,000 fully paid ordinary shares in the Company (Shares) at an issue price of $0.02 per Share, together with one attaching option to acquire a Share (Option) for every five Shares issued, to raise $5,000,000 (before costs) (Public Offer);
122,500,000 Shares, 25,000,000 Class A Performance Shares and 25,000,000 Class B Performance Shares to the Rolhold Vendors (and/or their nominees) pursuant to the share sale agreement dated 20 August 2018, in consideration for the acquisition of the entire issued capital of Rolhold Pty Ltd (Acquisition);
20,000,000 Shares and 20,000,000 Options to the Rolhold Convertible Noteholders (and/or their nominees) on conversion of their Rolhold Convertible Notes under the Convertible Note Term Sheets currently on issue in Rolhold Pty Ltd;
7,500,000 Shares to Great Sandy Pty Ltd (and/or its nominees) in accordance with the Deed of Novation, Termination and Release dated 20 August 2018;
10,000,000 Shares to certain promoters (and/or their nominees) nominated by the Board in consideration for services provided in connection with the Public Offer;
15,000,000 Options to the Facilitator (and/or its nominees) as part consideration for facilitator services provided in connection with the Acquisition and the Public Offer; and
30,000,000 Options to Placement Subscribers (and/or their nominees) according to their respective proportion of Placement Shares subscribed for and issued,
(together the Offers).
No securities or transferred will be issued on the basis of the Prospectus after the expiry date, being 13 months after the date of the Prospectus. The Company will apply to ASX Limited (ASX) for admission to the official list of ASX and quotation of the Shares on ASX within 7 days of the date of the Prospectus.
The paper form of the Prospectus (including the Application Forms) is available electronically through this website. A free paper copy of the Prospectus is available from the Company upon request by an investor.
Neither ASIC nor ASX take any responsibility for the contents of the Prospectus or the investment to which it relates.
The information contained in the Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. The Prospectus should not be construed as financial, taxation, legal or other advice. The Company is not licensed to provide financial product advice in respect of its securities or any other financial products.
The Prospectus is important and should be read in its entirety prior to deciding whether to invest in the Company. There are risks associated with an investment in the Company and some of the key risks are set out in Section 8. You should carefully consider these risks in light of your personal circumstances (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in the Company. There may also be risks in addition to these that should be considered in light of your personal circumstances.
If you do not fully understand the Prospectus or are in doubt as to how to deal with it, you should seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in the Company.
No person named in the Prospectus warrants or guarantees the Company’s performance, the repayment of capital by the Company or any return on investment made pursuant to the Prospectus.
The distribution of the Prospectus outside of Australia may be restricted by law. The Prospectus is not intended to, and does not, constitute an offer of securities in any place which, or to any person to whom, the making of such offer would not be lawful under the laws of any jurisdiction outside Australia. It is the responsibility of any applicant outside Australia to ensure compliance with all laws of any country relevant to their application and any applicant should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed to enable them to apply for securities under the Prospectus. The failure to comply with any applicable restrictions may constitute a violation of securities law in those jurisdictions.
No action has been taken to register or qualify the securities or the offer under the Prospectus or otherwise to permit a public offering of the securities in any jurisdiction outside Australia. The Offers are not being extended to any investor outside Australia. The distribution of the Prospectus (including in electronic form) outside Australia may be restricted by law and persons who come into possession of the Prospectus outside Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
The Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any US person (as defined in regulations under the US Securities Act of 1933, as amended (US Securities Act), and is not available to persons in the United States or to US persons. The securities in the offering have not been and will not be registered under the US Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States or to US persons, except under an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state securities laws.
The Prospectus accessible on this website is available to persons accessing the site from Australia only. If you are accessing this site from anywhere outside Australia, do not download, print or view the Prospectus. By accessing the Prospectus, you acknowledge and confirm, among other things, that you are an Australian resident and are accessing the site from within Australia.
The Corporations Act 2001 (Cth) (Corporations Act) prohibits the Company from processing applications for securities under this Prospectus (Applications) in the seven day period after the date of the Prospectus (Exposure Period). This period may be extended by ASIC for a further period of up to seven days. The purpose of the Exposure Period is to enable this Prospectus to be examined by ASIC and market participants prior to the raising of funds under the offer. The examination may result in the identification of deficiencies in this Prospectus, in which case any Application may need to be dealt with in accordance with section 724 of the Corporations Act. Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on any Applications received during the Exposure Period.
The information on this website is provided for information purposes only and is subject to change without notice. Nothing contained on this website or in the Prospectus constitutes investment, legal, business, taxation or other advice. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.
By clicking the ‘I CONFIRM’ button below and accessing the Prospectus on this website, you acknowledge that you have read and accept the terms set out in this notice and represent, warrant and agree that:
you are a resident of Australia accessing this website from within Australia;
you are 18 years of age or over;
you are not a resident of the United States nor currently located in the United States;
you are not acting for the account nor benefit of a person in the United States or any other foreign person;
you will not make a copy of the Prospectus available to, or release or distribute a copy of the Prospectus to, or for the account or benefit of, any person in the United States or in any other place in which, or to any other person to whom, it would be unlawful to do so (Ineligible Persons); and
you are not acting as a nominee for, or otherwise for the account or benefit of, any Ineligible Persons.