BMG Resources Limited

11/08/2018 | Press release | Distributed by Public on 11/08/2018 03:24

Prospectus

BMG Resources Limited

ACN 107 118 678

PROSPECTUS

Security Purchase Plan and Shortfall Offer

For the offer to each Eligible Shareholder to subscribe for up to $15,000 of New Shares at an issue price of $0.009 each, with one free attaching Option exercisable at $0.02 each on or before 30 June 2019 (New Option) for every one New Share issued, to raise up to $500,000 before costs (Security Purchase Plan), and for the offer of the Shortfall to the Security Purchase Plan (Shortfall Offer).

Lead Manager Offer

For the offer to Peak Asset Management (or its nominees) to subscribe for 15,000,000 New Options, at an issue price of nil, pursuant to the terms of the Lead Manager Engagement (Lead Manager Offer).

Offer Period

The Offers open on Monday, 12 November 2018 and close at 5.00pm (WST) on Friday, 30 November 2018.

IMPORTANT NOTICE

This Prospectus and the accompanying Application Forms contain important information about the Offers. Each document should be read in its entirety. Please read the instructions in this document and the accompanying Application Forms regarding making an application. You should speak to your professional advisors if you have any questions about the Offers or this Prospectus. The Securities offered by this Prospectus should be considered speculative.

Important Information

General

This Prospectus is dated 8 November 2018 and was lodged with ASIC on that date. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

This Prospectus is a transaction specific prospectus for an offer of 'continuously quoted securities' (as defined in the Corporations Act) and options to acquire continuously quoted securities. It has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level as disclosure as an initial public offering or "full form" prospectus. In preparing this Prospectus, regard has been had to the fact that the Company is a 'disclosing entity' for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers. Offer Securities will not be issued on the basis of this Prospectus later than 13 months after the Prospectus Date.

Electronic prospectus

This Prospectus may be viewed in electronic form at www.bmgl.com.au by Australian and New Zealand investors only. The electronic version of this Prospectus is provided for information purposes only. A paper copy of the Prospectus may be obtained free of charge on request during an Offer Period by contacting the Company. The information on the Company's website does not form part of this Prospectus.

Risk factors

Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors are set out in Section 5 of this Prospectus. These risks together with other general risks applicable to all investments in quoted securities not specifically referred to, may affect the value of the Company's Securities in the future. An investment in the Company should be considered speculative. Investors should consider these risk factors in light of personal circumstances and should consider consulting their professional advisers before deciding whether to apply for Offer Securities pursuant to this Prospectus.

Overseas Applicants

This Prospectus is not, and is not intended to constitute, an offer, invitation or issue in any place in which, or to any person to whom, it would be unlawful to make such an offer, invitation or issue.

By applying for Offer Securities, including by submitting an Application Form or making a payment using BPAY® an Applicant represents and warrants that there has been no breach of such laws.

The distribution of this Prospectus and accompanying Application Forms (including electronic copies) outside Australia and New Zealand may be restricted by law and persons who come into possession of these documents should observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws. The Company disclaims all liability to such persons. Please refer to Section 3.9 for further information.

Publicly available information

Information about the Company is publicly available and can be obtained from ASIC and ASX (including the ASX website atwww.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 Offers. 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 whether or not to invest in the Company or subscribe for Offer Securities.

The Company has not authorised any person to give any information or make any representation in connection with an Offer which is not contained in this Prospectus. Any such extraneous information or representation may not be relied upon as having been authorised by the Company in connection with this Prospectus.

Forward-looking statements

This Prospectus contains forward-looking statements that have been based on current expectations about future acts, events and circumstances, such as 'intends', 'may', 'could', 'believes', 'estimates', 'targets' or 'expects'. These forward-looking statements are subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in such forward-looking statements.

Accordingly, 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. Further, except during an Offer Period and otherwise as required by law, the Company may not update or revise any forward-looking statement if events subsequently occur or information subsequently becomes available that affects the original forward-looking statement.

Applications

Applications for Offer Securities offered by this Prospectus can only be made on an original Application Form accompanying this Prospectus. Please read the instructions in this Prospectus and on the accompanying Application Forms regarding the acceptance of an Offer.

By returning an Application Form, lodging an Application Form with a stockbroker or otherwise arranging for payment of Offer Securities in accordance with the instructions on the Application Form, an Applicant acknowledges that they have received and read this Prospectus, acted in accordance with the terms of the Offer to which the Application Form relates and agree to all of the terms and conditions as detailed in this Prospectus.

Meaning of terms

Capitalised terms and certain other terms used in this Prospectus are defined in the Glossary in Section 10. References to "$", "A$", "AUD", or "dollar" are references to Australian currency, unless otherwise stated.

References to time relate to the time in Perth, Western Australia, unless otherwise stated.

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Corporate Directory

Directors

Gregory Hancock Chairman

Bruce McCracken Managing Director

Simon Trevisan Non-Executive Director

Malcolm John Castle Non-Executive Director

Peter Munachen Non-Executive Director

Company Secretary

Sean Meakin

Registered Office

BMG Resources Limited

Level 14, 225 St Georges Terrace

PERTH WA 6000

T: +61 8 9424 9320

F: +61 8 9321 5932

Email:[email protected]Web:www.bmgl.com.au

ASX Code

BMG - Shares

BMGOA - Options

Website

www.bmgl.com.au

Solicitors to the Company

Jackson McDonald

Level 17, 225 St Georges Terrace Perth, Western Australia 6000

Telephone: Facsimile:

(08) 9426 6611 (08) 9321 2002

Share Registry*

Security Transfer Australia Pty Ltd 770 Canning Highway

Applecross, Western Australia 6153

PO Box 535

Applecross, Western Australia 6153

Telephone (within Australia): 1300 992 916 Telephone (international): +61 3 9628 2200 Email:[email protected]

Auditor*

BDO Audit (WA) Pty Ltd 38 Station Street SUBIACO WA 6008

T: +61 8 6382 4600 F: +61 8 6382 4601

*Included for information purposes only. This entity has not been involved in the preparation of this Prospectus.

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Contents

Page

Important Information ............................................................................................................. i

Corporate Directory ............................................................................................................... ii

Contents ............................................................................................................................... iii

Key Offer Information ............................................................................................................ 1

  • 1. Investment Overview .................................................................................................. 2

  • 2. Details of the Offers .................................................................................................... 9

  • 3. Applications for Offer Securities ................................................................................ 14

  • 4. Effect of the Offers and Placement ........................................................................... 22

  • 5. Risk Factors ............................................................................................................. 28

  • 6. Rights and Liabilities Attached to Offer Securities ..................................................... 32

  • 7. Continuous Disclosure Documents ........................................................................... 36

  • 8. Additional Information ............................................................................................... 38

  • 9. Directors' Statement ................................................................................................. 45

  • 10. Glossary of Terms .................................................................................................... 46

iii

Event

Target Date

Key Offer Information

Indicative timetable

Record Date for determining Shareholders' entitlements to

5:00pm (WST) on

participate in the Security Purchase Plan

Wednesday, 7 November 2018

Lodgement of Prospectus with ASIC

Thursday, 8 November 2018

Despatch of Prospectus

Monday, 12 November 2018

Opening Date of Offers

Monday, 12 November 2018

Annual General Meeting

Thursday, 29 November 2018

Issue of Tranche 2 Placement Securities

Thursday, 29 November 2018

Closing Date of Offers

5:00pm (WST) on

Friday, 30 November 2018

Issue of Offer Securities

Monday, 3 December 2018

Despatch of Holding Statements for Offer Securities

Monday, 3 December 2018

ASX quotation of New Shares and New Options issued under

Tuesday, 4 December 2018

Offers

Note:

The above dates are indicative only and subject to change. The Company may vary these dates without notice, including whether to close an Offer early, extend an Offer, or accept late Applications, either generally or in particular cases. Investors who wish to submit an Application and subscribe for Securities under an Offer are encouraged to do so as soon as possible after the Offers open as the Offers may close at any time without notice.

Offer

Details

Key Offer details

Security Purchase Plan and Shortfall Offer

Price per New Share under the Security Purchase Plan and Shortfall Offer

$0.009

New Shares offered under the Security Purchase Plan and Shortfall Offer

55,555,556

New Options offered under the Security Purchase Plan and Shortfall Offer

55,555,556

Cash proceeds of the Security Purchase Plan and Shortfall Offer (before costs)

$500,000

Lead Manager Offer

Price per New Option under the Lead Manager Offer

Nil

New Options offered under the Lead Manager Offer

15,000,000

Cash proceeds of the Lead Manager Offer (before costs)

Nil

Note: The figures in the table above assume full subscription under each Offer.

BMG RESOURCES LIMITED - PROSPECTUS

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