Fertoz Ltd Outside Australia May Be Restricted by Law and (Fertoz Or the Company)
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)+&0+ !"*)&*'+,*')&-"*"$'&)+%+"%&)$+"&%+&**"*+"%-*+&)*"%""% .!+!)&)%&++&"%-*+"%+! &$'%/%*!&,#)"%"+*%+")+/+& +!)."+!+! ''#"+"&%&)$++!+&+!"*)&*'+,*+))"% +!"* )&*'+,*/&,!-%/(,*+"&%*&,++!!)*"% &),%)+!"*)&*'+,*&)%/&+!)$++))#+"% +&% "%-*+$%+"%+!&$'%//&,*!&,#&%*,#+/&,)')&**"&%#-"*) %"%-*+$%+"%+!!)*&),%)+!"* )&*'+,**!&,#&%*")!" !#/*',#+"- IMPORTANT INFORMATION IMPORTANT NOTICE OFFER jurisdiction outside of Australia. The Offer contained in this Prospectus is an invitation The distribution of this Prospectus in jurisdictions to acquire fully paid ordinary Shares in Fertoz Ltd outside Australia may be restricted by law and (Fertoz or the Company). persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions LODGEMENT AND LISTING may violate securities laws. Applicants who are resident in countries other than Australia should This Prospectus is dated 16 July 2013 and was consult their professional advisers as to whether lodged with ASIC on that date. It is a replacement any governmental or other consents are required or prospectus which replaces the prospectus dated whether any other formalities need to be considered 26 June 2013 and lodged with ASIC on that date and followed. (“Original Prospectus”). Neither ASIC, ASX nor any of their respective officers take any responsibility This document may not be released or distributed in for the contents of this Prospectus or the merits of the United States. This document does not constitute the investment to which this Prospectus relates. No an offer to sell, or a solicitation of an offer to buy, Shares will be allotted or issued on the basis of this Shares in the United States. The Shares described Prospectus later than 25 July 2014. The Company has in this document have not been, and will not be, applied to ASX for Listing and the quotation of the registered under the US Securities Act of 1933 and Shares on ASX. may not be offered or sold in the United States except in transaction exempt from, or not subject to, registration under the US Securities Act and NOTE TO APPLICANTS applicable US state securities laws. The Offer contained in this Prospectus does not take into account your investment objectives, financial situation or particular needs. ELECTRONIC PROSPECTUS A copy of this Prospectus is available and can be It is important that you read this Prospectus carefully downloaded from the website of the Company and in full before deciding whether to invest in the at www.fertoz.com. If you access the electronic Company. In particular, in considering the prospects version of this Prospectus for the purpose of of the Company, you should consider the risk factors making an investment in the Company you must that could affect the financial performance of the be an Australian resident and must only access the Company in light of your personal circumstances Prospectus from within Australia. The Corporations (including financial and taxation issues) and Act prohibits any person passing an Application seek professional advice from your accountant, Form onto another person unless it is attached to a stockbroker, lawyer or other professional adviser hard copy of this Prospectus or it accompanies the before deciding whether to invest. complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free No person named in this Prospectus, nor any other of charge by calling the Lead Manager, Blackwood person, guarantees the performance of the Company, Capital Ltd, on 02 9252 2647. the repayment of capital or the payment of a return on the Shares. No person is authorised to give any information or EXPOSURE PERIOD make any representation in connection with the Chapter 6D of the Corporations Act prohibits Fertoz Offer which is not contained in this Prospectus. Any from processing Applications in the 7 day period after information or representation not so contained may the date of lodgement of the Original Prospectus not be relied on as having been authorised by the (“Exposure Period”). This period was extended by Company or the Directors. ASIC pursuant to the Corporations Act for a further 7 days. The purpose of this Exposure Period is to enable the Original Prospectus to be examined by NO OFFERING WHERE OFFERING WOULD BE market participants prior to the raising of funds. ILLEGAL Application Forms received during the Exposure Period (as extended) will not be processed until after This Prospectus does not constitute an offer in any the Exposure Period. No preference will be conferred place in which, or to any person to whom, it would not on Application Forms received in the Exposure be lawful to make such an offer. No action has been Period and all Application Forms received during taken to register or qualify the Shares or the Offer, or the Exposure Period will be treated as if they were to otherwise permit a public offering of Shares, in any simultaneously received on the Opening Date. PROSPECTUS 2013 RESOURCES RISK cannot and do not give any assurance that the results, performance or achievements expressed or The Company’s tenement assets are at an early stage implied by the forward-looking statements contained of exploration. This, and the fact that the Company in this Prospectus will actually occur and you are has limited history of phosphate exploration cautioned not to place undue reliance on these and development, makes any investment in the forward-looking statements. Company’s Shares highly speculative. The Shares to which this Prospectus relates carry no guarantee We have no intention to update or revise forward- with respect to return on capital invested, payment looking statements, or to publish prospective of dividends or future value of the Shares. You should financial information in the future, regardless of consider the entire contents of this Prospectus whether new information, future events or any other carefully and refer to Section 6 (Risk Factors) of this factors affect the information contained in this Prospectus. Prospectus, except where required by law. EXPLORATION TARGETS FORECAST FINANCIAL INFORMATION The potential quantity and the grade of the Given the speculative nature of resource exploration exploration targets referred to in this Prospectus are and development and the fact that the Company is conceptual in nature. There has been insufficient in an early stage of exploration, there are significant exploration to define a Mineral Resource for the uncertainties associated with forecasting future purposes of the JORC Code. Furthermore, there is revenues and expenses of Fertoz. On this basis the currently no guarantee that such studies will result in Directors believe that there is no reasonable basis for the determination of a Mineral Resource as defined in the inclusion of financial forecasts in this Prospectus the JORC Code. and accordingly have not included financial forecasts in this Prospectus. COMPETENT PERSONS STATEMENT The information contained in Section 7 (Independent STATEMENT OF PAST PERFORMANCE Geologist’s Report) and elsewhere in this Prospectus This Prospectus includes information regarding the which relates to exploration results is based on past performance of the Company or its business. information compiled by Jeames McKibben and You should be aware that past performance should Stefan Mujdrica. Mr McKibben’s and Mr Mujdrica’s not be relied upon as being indicative of future qualifications and Competent Person statements are performance. set out in full in Section 12.6. FINANCIAL AMOUNTS FORWARD LOOKING STATEMENTS Money as expressed in this Prospectus is in This Prospectus contains forward-looking statements Australian dollars unless otherwise indicated. which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. It also contains statements of PRIVACY ACT intentions, statements of opinion and predictions The Application Form requires you to provide as to possible future events. Such statements are information that may be personal information for only predictions and are subject to inherent risks the purposes of the Privacy Act 1988 (Cth) to the and uncertainties. These statements are based on Company (directly or through the Share Registry). The an assessment of present economic and operating Company will collect, hold and use that information conditions, and on a number of assumptions to assess your Application, service your needs as regarding future events and actions that, as at the a Shareholder, facilitate distribution payments date of this Prospectus, are expected to take place. (if made) and send corporate communications to you as a Shareholder and carry out appropriate Such forward-looking statements are not guarantees administration. The information may also be of future performance and involve known and used from time to time and disclosed to persons unknown risks, uncertainties, assumptions and inspecting the register, bidders for your securities other important factors, many of which are beyond in the context of takeovers, regulatory bodies, the control of the Company and its Directors and including the Australian Taxation Office, authorised management. These risks include those set out securities brokers, print service providers, mail in Section 6 (Risk Factors) of this Prospectus. We houses, legal and accounting firms, auditors, IMPORTANT INFORMATION