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For Personal Use Only Use Personal for SPONSORING BROKER Kaz Capital Pty Ltd AFSL: 384738 ACN 156 369 336 PROSPECTUS For the Offer of 20,000,000 Shares at an offer price of 20 cents each to raise up to $4,000,000 with a Minimum Subscription of $3,000,000 with 1 free attaching Listed Option exercisable at 30 cents on or before 31 March 2016 for every Share subscribed for and issued. Oversubscriptions of up to a further 5,000,000 Shares at an issue price of 20 cents each to raise up to a further $1,000,000 with 1 free attaching Listed Option for every Share subscribed for and issued may be accepted. For personal use only SPONSORING BROKER Kaz Capital Pty Ltd AFSL: 384738 Important Information This Prospectus provides important information to assist prospective investors in deciding whether or not to invest in the Company. It should be read in its entirety. If you do not understand it, you should consult your professional advisers. THE SECURITIES OFFERED UNDER THIS PROSPECTUS ARE OF A SPECULATIVE NATURE. CORPORATE DIRECTORY Directors Solicitors Peter McNeil Non-Executive Chairman Steinepreis Paganin Robert McNeil Managing Director/CEO Level 4 16 Milligan Street Graham Fish Non-Executive Director PERTH WA 6000 Jay Stephenson Non-Executive Director Page Seager Company Secretary RACT House Level 2 Lisa Hartin 179 Murray Street HOBART TAS 7000 Registered Office 2 Village High Road Independent Geologist BENOWA QLD 4217 Aimex Geophysics Pty Ltd Telephone: +61 7 5564 8823 PO Box 8356 Facsimile: +61 7 5597 7215 Gold Coast Mail Centre Website: www.torquemining.com.au BUNDALL QLD 9726 Email: [email protected] Investigating Accountant Share Registrar HLB Mann Judd Computershare Investor Services Pty Ltd Level 3, Corporate Centre One Level 2 2 Corporate Court 45 St Georges Terrace BUNDALL QLD 4217 PERTH WA 6000 Telephone: 1300 850 505 Corporate Adviser Telephone: +61 (0) 8 9415 4000 Outside Australia Facsimile: +61 (0) 8 9323 2033 Wolfstar Group Pty Ltd Level 4, 66 Kings Park Road Sponsoring Broker WEST PERTH WA 6005 Kaz Capital Pty Ltd Auditor * Level 1 277 Sussex Street HLB Mann Judd SYDNEY NSW 2000 Level 15, 66 Eagle Street BRISBANE QLD 4000 For personal use only * This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus. Photo on front cover Part of a massive sulphide outcrop at Wart Hill – channel sample over 3m assayed 21.9% zinc, 13.9% lead, 680g/t silver. 1 PROSPECTUS IMPORTANT INFORMATION This Prospectus is dated 25 January 2013 and was lodged with the Australian Securities and Investments Commission (“ASIC”) on that date. Neither ASIC nor ASX Limited (“ASX”) takes any responsibility for the contents of this Prospectus. No Securities will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. The Directors of, and advisers to the Company do not guarantee the success of the Company, the repayment of capital, the payment of dividends or the price at which Securities will trade on ASX. Application will be made to ASX within seven (7) days of the date of this Prospectus for Quotation of the Securities the subject of this Prospectus. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Securities subject of this Prospectus should be considered speculative. No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. Electronic Prospectus This Prospectus will be issued in paper form and as an electronic Prospectus which may be accessed on the internet at www.torquemining.com.au. The Offer of Securities pursuant to the electronic Prospectus is only available to persons receiving an electronic version of this Prospectus in Australia. The Corporations Act prohibits any person passing onto another person the Application Form unless it is attached to, or accompanied by, the complete and unaltered version of the Prospectus. During the Offer Period, any person may obtain a hard copy of this Prospectus by contacting the Company by email at [email protected]. Foreign Jurisdictions This Prospectus does not constitute an offer in any place in which, or to persons to whom, it would not be lawful to make an offer. Distribution of this Prospectus in jurisdictions outside Australia may be restricted by law, and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Exposure Period This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. Potential investors should be aware that this examination may result in the identification of deficiencies in the Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act. Applications for Securities under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on persons who lodge Applications prior to the expiry of the Exposure Period. Website Address The Prospectus can be downloaded from www.torquemining.com.au. Photographs and Diagrams Items and undertakings depicted in photographs and diagrams in this Prospectus are not assets of the Company, unless otherwise stated. Diagrams appearing in this Prospectus are illustrative only and may not be drawn to scale. DefinitionsFor personal use only Throughout this Prospectus abbreviations and defined terms are used. Those relevant to mineral exploration are contained in the Glossary located in the Independent Geologist Report in Section 4 of this Prospectus, and other abbreviations and legal terms are contained in the Definitions in Section 10 of this Prospectus. Defined terms are generally identified by the uppercase first letter. 2 CONTENTS Investment Overview ....................................................................................................................................................................4 Chairman’s Letter .......................................................................................................................................................................15 1. Details of the Offer ...........................................................................................................................................................17 2. Overview of the Company and Projects ...........................................................................................................................20 3. Risk Factors ....................................................................................................................................................................36 4. Independent Geologist’s Report ......................................................................................................................................38 5. Investigating Accountant’s Report .................................................................................................................................116 6. Solicitor’s Report on Tenements ....................................................................................................................................128 7. Material Contracts .........................................................................................................................................................145 8 Additional Information ....................................................................................................................................................146 9. Directors’ Consents .......................................................................................................................................................162 10. Definitions .....................................................................................................................................................................163 Application Form and Instructions to Applicants For personal use only 3 PROSPECTUS INVESTMENT OVERVIEW The information in this Section is a summary of the key points only and is not intended to provide comprehensive details of the Offer. You should read the full text of this Prospectus and, if in any doubt, you should consult with your professional advisers before deciding whether to apply for Securities. The Securities offered under this Prospectus carry no guarantee in respect of return of capital, return on investment, payment of dividends or the future value of the Securities. THE COMPANY AND PROJECTS The Company is a mineral exploration/development company planning to list on the ASX. It intends to engage in the exploration for and, subject to favourable feasibility studies and government approvals, the development of, and mining of mineral deposits in Tasmania. The Company was incorporated on 20 March 2012 for the purpose of acquiring, developing, and further exploring gold and other metal projects held in Tasmania by Frontier Resources Ltd (Frontier). These Tasmanian projects, Moina, Southern Mt Read Volcanics (SMRV), Mt Paris and Lower Pieman were held by Torque’s parent company, Frontier, an Australian Securities Exchange (ASX) listed
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