AIM Admission Document Which Has Been Drawn up in Accordance with the AIM Rules for Companies
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and the action you should take, you are recommended immediately to seek your own independent advice from a person duly authorised under the Financial Services and Markets Act 2000 (as amended) (“FSMA”) (or, if you are a person outside of the United Kingdom, from a person otherwise duly qualified in your jurisdiction) who specialises in the acquisition of shares and other securities. This document is an AIM admission document which has been drawn up in accordance with the AIM Rules for Companies. This document does not contain an offer of transferable securities to the public in the United Kingdom within the meaning of section 102B of FSMA and is not required to be issued as a prospectus pursuant to section 85 of FSMA. Accordingly, this document does not constitute a prospectus, for the purposes of FSMA and the Prospectus Rules and has not been pre-approved by the Financial Conduct Authority (“FCA”) pursuant to section 85 of FSMA. Application has been made for the Enlarged Share Capital to be admitted to trading on AIM, a market operated by London Stock Exchange Plc (“London Stock Exchange”). It is expected that dealings in the Enlarged Share Capital will commence on AIM on 12 February 2015. The rules of AIM are less demanding than those of the Official List of the United Kingdom Listing Authority (“UKLA”). It is emphasised that no application is being made for admission of these securities to the Official List of the UKLA. The Ordinary Shares are not dealt on any other recognised investment exchange and no application has been or is being made for the Ordinary Shares to be admitted to any other exchange. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UKLA. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. Neither the UKLA nor the London Stock Exchange has examined or approved the contents of this document. The Directors, whose names appear on page 9 of this document, and the Company, accept responsibility both individually and collectively for the information contained in this document and compliance with the AIM Rules for Companies. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect its import. Each of the Directors and the Company accept responsibility accordingly. The whole of the text of this document should be read and your attention is drawn to the section entitled ‘‘Risk Factors’’ in Part II of this document for a discussion of certain factors which should be taken into account in considering whether or not to acquire Placing Shares. The whole of this document should be read in light of those risk factors. IronRidge Resources Limited (incorporated in Australia and registered in Queensland with ACN 127 215 132) Placing of and Subscription for 96,538,380 Ordinary Shares at a price of 10 pence per share and Admission to trading on AIM Nominated Adviser and Broker SP Angel Corporate Finance LLP (“SP Angel”), which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser and broker to the Company and no one else for the purposes of the AIM Rules for Companies in connection with the Placing and Admission and as such, its responsibilities as nominated adviser and broker are owed solely to the London Stock Exchange and are not owed to the Company, to any Director or to any other person or entity. SP Angel will not be responsible to any person other than the Company for providing the protections afforded to clients of SP Angel or for providing advice to any other person in connection with the Placing or Admission or any acquisition of Ordinary Shares. SP Angel is not making any representation or warranty, express or implied, as to the contents of this document. SP Angel has not authorised the contents of, or any part of, this document, and no liability whatsoever is accepted by SP Angel for the accuracy of any information or opinions contained in this document or for the omission of any material information. IMPORTANT INFORMATION FOR INVESTORS RESIDENT OUTSIDE OF THE UK The information below is for general guidance only and it is the responsibility of any person or persons in possession of this document and wishing to subscribe for Ordinary Shares to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. This document does not constitute, and may not be used for the purposes of, an offer or any invitation to subscribe for any Existing Ordinary Shares and/or Placing Shares by any person in any jurisdiction: (a) in which such offer or invitation is not authorised; or (b) in which the person making such offer or invitation is not qualified to do so; or (c) to any person to whom it is unlawful to make such offer or invitation. The distribution of this document and the Placing in certain jurisdictions may be restricted. Accordingly, persons outside the UK into whose possession this document comes are required by the Company to inform themselves about and to observe any restrictions as to the Placing and the distribution of this document under the laws and regulations of any territory in connection with any application for Existing Ordinary Shares and/or Placing Shares, including obtaining any requisite governmental or other consent and observing any other formality prescribed in such territory. Notice to prospective investors in Australia This document is not a prospectus (or any other form of disclosure document) which is required to be lodged with the Australian Securities and Investments Commission under section 718 of the Corporations Act and does not contain all the information contained in a disclosure document (for example a prospectus), including any and all information that potential investors and their professional advisors would reasonably require to make an informed assessment of the Company’s assets and liabilities, financial position and performance, profits, losses and prospects. It is intended to provide potential investors with information only. This Admission Document has not and will not be lodged with the Australian Securities and Investments Commission. The Company will not make any offer of Ordinary Shares pursuant to a prospectus, offer information statement or other disclosure document in accordance with Part 6D.2 of the Corporations Act 2001 (“Corporations Act”). Any offer to be made pursuant to the issue of the Admission Document falls within the exceptions contained in section 708 of the Corporations Act. Accordingly, only those Australians who satisfy one of the following requirements will be entitled to participate in this offer: (a) that they are a Sophisticated Investor (pursuant to Section 708(8) of the Corporations Act) being where: (i) the minimum amount payable for the securities on acceptance of the offer by the person to whom the offer is made is at least AU$500,000 (providing the investor registers the securities in the same name); (ii) the amount payable for the securities on acceptance by the person to whom the offer is made and the amounts previously paid by the person for the body’s securities of the same class that are held by the person add up to at least AU$500,000; or (iii) it appears from a certificate given by a qualified accountant no more than six months before the offer is made that the person to whom the offer is made, has net assets of a least AU$2.5 million or a gross income for each of the last two financial years of at least AU$250,000 (certified by a qualified accountant); or (b) application is made through a financial services licensee (pursuant to Section 708(10) of the Corporations Act); or (c) that they are a Professional Investor (pursuant to Section 708(11) of the Corporations Act). Australian Investors – Resale Restrictions Any offer that may be made following issue of the Admission Document shall be made pursuant to the exclusions of section 708 of the Corporations Act and such offer is also subject to the restrictions of section 707 of the Corporations Act. An investor may be restricted from resale within 12 months of issue, unless the resale is sanctioned by a disclosure document, or is made within applicable exceptions in 2 Section 708 of the Corporations Act. A later prospectus (or disclosure document) can have the effect of overcoming any restrictions that may otherwise be imposed upon investors under section 707 of the Corporations Act. Investors should be aware of the requirements imposed under section 707 of the Corporations Act and potential statutory restrictions on resale. Notice to prospective investors in the United States and Canada This document does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, Ordinary Shares and/or Placing Shares in any jurisdiction in which such offer or solicitation is unlawful and is not for distribution in or into the United States or Canada.