PROSPECTUS

PROSPECTUS

Important Information

You must read and accept this important notice before you attempt to access the electronic version of the Prospectus through our website. The information on this page is not part of the Prospectus. If you do not understand it, please consult your professional adviser without delay.

Lodgement of Prospectus with ASIC

The Prospectus relates to a proposed initial public offering of shares in Codrus Minerals Limited ACN 600 818 157 (Company). The Prospectus is dated 5 May 2021 as has been lodged with the Australian Securities and Investments Commission (ASIC) on that date. Neither ASIC nor ASX Limited, nor any of their respective officers, take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.

Applications for Shares

An application for shares can be made by completing the relevant application form attached to or accompanied by the Prospectus (Application Form) and then lodging the Application Form and the application monies in accordance with the details set out in the Prospectus and the Application Form.  The Company will not accept a completed Application Form if it has reason to believe that the Applicant has not received a complete and unaltered copy of the Prospectus.

The Corporations Act 2001 (Cth) prohibits the Company from processing an application form for securities under the Prospectus in the seven-day period after the date of lodgement of the Prospectus with ASIC (Exposure Period). This period may be extended by ASIC for a further period of up to seven days. Application Forms received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on any Application Form received during the Exposure Period.

Applications must be made using the Application Form attached to or accompanying the Prospectus.  If the Application Form is not completed correctly it may still be treated as valid. The Directors’ decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Application Form, is final.

Electronic Prospectus

Any person accessing the electronic version of this Prospectus must be an Australian or New Zealand resident and must only access the Prospectus from within Australia or New Zealand. Persons who access the electronic version of this Prospectus should ensure that they download and read the entire Prospectus.

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 Codrus Minerals. If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by an Application Form. If you have not, please contact Codrus Minerals so either a hard copy or a further electronic copy of the Prospectus or both can be sent to you for free.

No Advice

Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company and its securities and terms of the offer, including the merits and risks involved. You should consult your professional adviser for legal, business or tax advice.

Warning

For legal reasons, the electronic version of the Prospectus accessible through this website is available to persons accessing this website from within Australia only. If you are accessing this website from anywhere outside Australia, do not download, print or view the Prospectus. By accessing the Prospectus, you acknowledge and confirm that you are an Australian resident and are accessing the site from within Australia.

The Prospectus does not constitute an offer of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or make the offer. If you are outside Australia or New Zealand it is your responsibility to obtain all necessary approvals for the allotment and issue of shares pursuant to this Prospectus. The failure to comply with any applicable restrictions may constitute a violation of securities law in those jurisdictions. The return of a completed Application Form will be taken by Codrus Minerals to constitute a representation and warranty by you that all relevant approvals have been obtained.

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 pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state securities laws.

By clicking the ‘submit’ 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:

  1. you are a resident of Australia accessing this website from within Australia;
  2. you are 18 years of age or over;
  3. you are not a resident of the United States nor currently located in the United States;
  4. you are not acting for the account nor benefit of a person in the United States or any other foreign person;
  5. 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
  6. you are not acting as a nominee for, or otherwise for the account or benefit of, any Ineligible Persons.

The documents and other media on the following pages (Information) have been prepared to comply with the requirements of the securities laws of Australia and New Zealand, and for use and distribution only in Australia and New Zealand. The Information must not be released or distributed in the United States or to, or for the account or benefit of, any person in the United States, or in any jurisdiction outside of Australia and New Zealand where distribution may be restricted by law. The Information does not constitute an offer of securities in the United States or to, or for the account or benefit of, any person in the United States, or to any person to whom it would not be lawful outside Australia and New Zealand.  The securities referred to in the Information have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction of the United States. Any securities described in, or sold pursuant to, the Information may not be offered or sold in the United States or to, or for the account or benefit of, any person in the United States absent registration under the Securities Act or pursuant to an applicable exemption from, or a transaction not subject to, such registration, or to any person to whom it would not be lawful outside Australia and New Zealand.

By proceeding you confirm that you are a resident of Australia or New Zealand accessing this website from Australia or New Zealand and you represent, warrant and agree that:

  1. you are not in the United States or a person acting for the account or benefit of a person in the United States; and
  2. you will not make a copy of the Information available to, or distribute a copy of the Information to, or for the account or benefit of, any person in the United States or any person in any other place in which, or to any other person to whom, it would be unlawful to do so.

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