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Graphex Mining Limited ACN 610 319 769 Replacement Prospectus

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Graphex Mining Limited ACN 610 319 769 Replacement Prospectus Graphex Mining Limited ACN 610 319 769 Replacement Prospectus For an offer of up to 35,000,000 Shares at an issue price of $0.20 each to raise up to $7,000,000, with 1 free attaching Loyalty Option granted for every 3 Shares issued, each with an exercise price of $0.25 and expiry date 3 years from the Issue Date. This Prospectus has been issued to replace a prospectus dated 4 April 2016 and to provide information on the offer of a minimum of 23,000,000 Shares and a maximum of 35,000,000 Shares to be issued at a price of $0.20 per Share to raise a total of a minimum of $4,600,000 and a maximum of $7,000,000 (before costs) (General Offer). Loyalty Options with an exercise price of $0.25 each and expiry date 3 years from the Issue Date will be issued free attaching on a 1 for 3 basis to every person issued Shares pursuant to this Prospectus. This Original Prospectus incorporated a priority offer as part of the General Offer to shareholders of IMX Resources Limited registered on a record date of 8 April 2016 (IMX Offer). The IMX Offer has now closed and the General Offer will close at 9.00am (WST) on 11 May 2016. The Directors reserve the right to close the General Offer earlier or to extend the closing date without notice. Applications must be received before that time. The General Offer and IMX Offer (together, Offers) pursuant to this Prospectus are conditional on ASX listing of the Company as outlined in Section 1.5 of this Prospectus. This is an important document and requires your immediate attention. It should be read in its entirety. Please consult your professional adviser(s) if you have any questions about this document. Investment in the Shares offered pursuant to this Prospectus should be regarded as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 5 for a summary of the key risks associated with an investment in the Shares. Joint Lead Managers TABLE OF CONTENTS Section Page No IMPORTANT INFORMATION ..................................................................... 3 CORPORATE DIRECTORY ........................................................................ 4 LETTER FROM THE BOARD ...................................................................... 5 KEY OFFER DETAILS .............................................................................. 7 INDICATIVE TIMETABLE .......................................................................... 8 INVESTMENT OVERVIEW ......................................................................... 9 1. Details of the Offers .................................................................. 26 2. Overview of the Company ........................................................... 38 3. Overview of the Chilalo Graphite Project ........................................ 43 4. Overview of Tanzania ................................................................ 61 5. Risk Factors ............................................................................. 64 6. Technical Assessment ................................................................ 74 7. Independent Solicitor's Report ...................................................... 75 8. Financial information ................................................................. 76 9. Investigating Accountant's Report .................................................. 84 10. Directors, Key Management and Corporate Governance ...................... 85 11. Material Contracts ..................................................................... 93 12. Additional Information ............................................................... 99 13. Directors' Authorisation ............................................................ 115 14. Definitions ............................................................................ 116 IMPORTANT INFORMATION Replacement Prospectus Offer outside Australia This Replacement Prospectus is dated 10 May 2016 and was lodged with ASIC on that date. This Replacement Prospectus The offer of Shares made pursuant to this Prospectus is not made replaces the Original Prospectus dated 4 April 2016 that was to persons to whom, or places in which, it would not be lawful issued by the Company and lodged with ASIC on that date. For to make such an offer of Shares. No action has been taken to the purposes of this document, this Replacement Prospectus will register the Offers under this Prospectus in any jurisdiction be referred to as either the "Replacement Prospectus" or outside Australia. The distribution of this Prospectus in "Prospectus". ASIC, ASX and their respective officers do not take jurisdictions outside Australia may be restricted by law in those any responsibility for the contents of this Replacement jurisdictions and therefore persons who come into possession of Prospectus or the merits of the investment to which this this Prospectus should seek advice on and observe any of these Replacement Prospectus relates. restrictions. Failure to comply with these restrictions may violate securities laws. This Replacement Prospectus has been issued to, among other things: See Section 1.16 for further information on Hong Kong, Mauritius, Singapore and the UK. provide clarification of the reasonable grounds for forward looking information appearing in the Prospectus, including Forward-looking statements the declaration of an Ore Reserve for the Chilalo Graphite This Prospectus contains forward-looking statements which Project; incorporate an element of uncertainty or risk, such as 'intends', replace the Independent Technical Assessment with a 'may', 'could', 'believes', 'estimates', 'targets' or 'expects'. These 'Technical Assessment' and clarify CSA Global's statements are based on an evaluation of current economic and independence; operating conditions, as well as assumptions regarding future replace the Independent Solicitor's Report in Section 7 to events. These events, as at the date of this Prospectus, are provide clarification of the renewal regime applying to the expected to take place, but there is no guarantee that such will Prospecting Licences; occur as anticipated or at all given that many of the events are increase the minimum subscription to $4,600,000 and outside the Company's control. update the Investigating Accountant's Report at Section 9 for this change; and Accordingly, the Company cannot and does not give any include additional consents in Section 12.9. assurance that the results, performance or achievements expressed or implied by the forward-looking statements Application was made to ASX on 6 April 2016 (within 7 days of contained in this Prospectus will actually occur. Further, the the date of the Original Prospectus) for the Shares offered to be Company may not update or revise any forward-looking admitted for quotation on ASX. statement if events subsequently occur or information subsequently becomes available that affects the original Shares will not be issued pursuant to this Prospectus later than forward-looking statement. 13 months after the date of this Prospectus. Conditional Offers Persons wishing to apply for Shares pursuant to the Offers must do so using the applicable Application Form attached to or The Offers contained in this Prospectus are conditional on accompanying this Prospectus. Before applying for Shares certain events occurring. If these events do not occur, the Offer potential investors should carefully read the Prospectus so that will not proceed and investors will be refunded their Application they can make an informed assessment of: Monies without interest. Please refer to Section 1.5 for further details on the conditions attaching to the Offers. the rights and liabilities attaching to the Shares and Loyalty Options; Electronic Prospectus the assets and liabilities of the Company; and If you have received this Prospectus as an electronic Prospectus, the Company's financial position and performance, profits please ensure that you have received the entire Prospectus and losses, and prospects. accompanied by the applicable Application Form. If you have Investors should carefully consider these factors in light of their not, please contact the Company at +61 8 9200 4960 and the own personal financial and taxation circumstances. Company will send you, at no cost, either a hard copy or a further electronic copy of the Prospectus or both. Alternatively, No person is authorised to give any information or to make any you may obtain a copy of the Prospectus from the Company's representation in relation to the Offers which is not contained in website at www.graphexmining.com.au. this Prospectus. Any information or representation not so contained may not be relied upon as having been authorised by The Company reserves the right not to accept an Application the Company or the Directors in relation to the Offers. Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it Risks was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of Any investment in the Company should be considered highly those documents were incomplete or altered. speculative. Before deciding to invest in the Company, potential investors should read the entire Prospectus and, in particular, in Diagrams considering the prospects of the Company, potential investors should consider the risk factors that could affect the financial Diagrams used in this Prospectus may not be drawn to scale.
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