THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take you are recommended to seek your own financial advice immediately from an independent financial adviser who specialises in advising on shares or other securities and who is authorised under the Financial Services and Markets Act 2000. This document comprises a Prospectus relating to Chesterfield Resources plc prepared in accordance with the Prospectus Rules. This document has been approved by the FCA and has been filed with the FCA in accordance with Rule 3.2 of the Prospectus Rules. The Existing Ordinary Shares are admitted to the Official List (by way of a Standard Listing) and to trading on the London Stock Exchange’s Main Market for listed securities. As the Acquisition represents a Reverse Takeover, upon announcement of the signing of heads of terms in relation to the Acquisition on 2 November 2017, the listing of and trading in the Ordinary Shares was suspended and it is anticipated that, in accordance with the Listing Rules, the existing listing of and trading in the Ordinary Shares will be cancelled. Application has been made to the UK Listing Authority and the London Stock Exchange for all of the ordinary share capital of the Company, issued and to be issued pursuant to the Acquisition, the Placing and the Subscription, to be admitted to the Official List (by way of a Standard Listing) under Chapter 14 of the Listing Rules and to trading on the London Stock Exchange’s Main Market for listed securities. It is expected that Admission will become effective and that dealings for normal settlement in the Ordinary Shares will commence on 3 July 2018. The Company and each of the Directors and the Proposed Director, whose names appear on page 27 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors and the Proposed Director (who have each taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ BY PROSPECTIVE INVESTORS. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMPANY, AS SET OUT IN THE SECTION ENTITLED “RISK FACTORS” ON PAGES 12 TO 20 OF THIS DOCUMENT. CHESTERFIELD RESOURCES PLC (Incorporated and registered in England and Wales with number 10545738) Acquisition of HKP Exploration Ltd, Placing of 10,766,667 Ordinary Shares, Subscription of 15,900,000 Ordinary Shares and admission of the Enlarged Ordinary Share Capital to the Standard Listed segment of the Official List and to trading on the London Stock Exchange’s Main Market ORDINARY SHARE CAPITAL IMMEDIATELY FOLLOWING THE PLACING AND ADMISSION Issued and fully paid Ordinary Shares Nominal Value Number £61,933 61,933,334 The Ordinary Shares have not been, nor will they be, registered under the US Securities Act or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of any province or territory of Canada, Australia, the Republic of South Africa or Japan. Subject to certain exceptions, the Ordinary Shares may not, directly or indirectly, be offered, sold, taken up or delivered in, into or from the United States, Canada, Australia, the Republic of South Africa or Japan or to or for the account or benefit of any national, resident or citizen of the United States, or any person resident in Canada, Australia, the Republic of South Africa or Japan. This document does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. The distribution of this document in other jurisdictions may be restricted by law and, therefore, persons into whose possession this document comes should inform themselves of and observe any restrictions. The Ordinary Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly, within, into or in the United States except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the US Securities Act. There will be no public offer in the United States. The Company has not been and will not be registered under the US Investment Company Act pursuant to the exemption provided by Section 3(c)(7) thereof and Shareholders will not be entitled to the benefits of that Act. The Ordinary Shares are being offered outside the United States in offshore transactions within the meaning of and in accordance with the safe harbour from the registration requirements provided by Regulation S under the US Securities Act. The Ordinary Shares have not been approved or disapproved by the SEC, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing commissions or authorities passed comment upon or endorsed the merit of the offer of the Ordinary Shares or the accuracy or the adequacy of this document. Any representation to the contrary is a criminal offence in the United States. The distribution of this document in or into other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This document is not, and under no circumstances is to be construed as, a prospectus within the meaning of Canadian securities laws, an advertisement or a public offering of the securities described herein in Canada. No prospectus has been filed with any securities commission or similar authority in Canada in connection with the offering of the Placing Shares or the Subscription Shares. In addition, no securities commission or similar authority in Canada has reviewed or in any way passed upon this document or the merits of the Placing Shares or the Subscription Shares and any representation to the contrary is an offence. In Canada, the offering of the Subscription Shares is being made on a private placement basis to “accredited investors” (as such term is defined under applicable Canadian securities laws) in the Canadian provinces of British Columbia, Alberta and Ontario only and not in, or to the residents of, any other province or territory of Canada. Each Canadian investor that purchases Subscription Shares will be deemed to have made certain representations, warranties, acknowledgements and agreements (see the section entitled “Notices to Prospective Placees and Subscribers” set out in Part X of this document). APPLICATION HAS BEEN MADE FOR THE ORDINARY SHARES, ISSUED AND TO BE ISSUED PURSUANT TO THE ACQUISITION, THE PLACING AND THE SUBSCRIPTION, TO BE ADMITTED TO STANDARD LISTING. A STANDARD LISTING WILL AFFORD SHAREHOLDERS A LOWER LEVEL OF REGULATORY PROTECTION THAN THAT AFFORDED TO INVESTORS IN COMPANIES WITH PREMIUM LISTINGS, WHICH ARE SUBJECT TO ADDITIONAL OBLIGATIONS UNDER THE LISTING RULES. IT SHOULD BE NOTED THAT THE UK LISTING AUTHORITY WILL NOT HAVE THE AUTHORITY TO (AND WILL NOT) MONITOR THE COMPANY’S COMPLIANCE WITH ANY OF THE LISTING RULES WHICH THE COMPANY HAS INDICATED HEREIN THAT IT INTENDS TO COMPLY WITH ON A VOLUNTARY BASIS, NOR TO IMPOSE SANCTIONS IN RESPECT OF ANY FAILURE BY THE COMPANY SO TO COMPLY. 2 CONTENTS Page SUMMARY 4 RISK FACTORS 12 CONSEQUENCES OF A STANDARD LISTING 21 IMPORTANT INFORMATION 22 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 26 ACQUISITION, PLACING AND SUBSCRIPTION STATISTICS 26 DIRECTORS, PROPOSED DIRECTOR AND ADVISERS 27 PART I THE COMPANY, THE ACQUISITION AND THE NEW GROUP 28 PART II THE BOARD AND KEY PERSONNEL AND CORPORATE GOVERNANCE 36 PART III THE PLACING AND THE SUBSCRIPTION 41 PART IV COMPETENT PERSON’S REPORT 43 PART V (A) ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF THE 156 COMPANY PART V (B) HISTORICAL FINANCIAL INFORMATION OF THE COMPANY 158 PART VI (A) ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF HKP 168 PART VI (B) HISTORICAL FINANCIAL INFORMATION OF HKP 170 PART VII (A) ACCOUNTANT’S REPORT ON THE UNAUDITED PRO FORMA STATEMENT OF NET 182 ASSETS PART VII (B) UNAUDITED PRO FORMA STATEMENT OF NET ASSETS 184 PART VIII TAXATION 185 PART IX ADDITIONAL INFORMATION 187 PART X NOTICES TO PROSPECTIVE PLACEES AND SUBSCRIBERS 203 PART XI DEFINITIONS 207 3 SUMMARY Section A - Introduction and warnings A.1 Introduction and THIS SUMMARY SHOULD BE READ AS AN INTRODUCTION TO THIS DOCUMENT. ANY warning DECISION TO INVEST IN THE ORDINARY SHARES SHOULD BE BASED ON CONSIDERATION OF THIS DOCUMENT AS A WHOLE. Where a claim relating to the information contained in this document is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating this document before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled this summary, including any translation thereof, but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this document, or if this summary does not provide, when read together with the other parts of this document, key information in order to aid investors when considering whether to invest in the Ordinary Shares.