Prospectus Prospectus
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REEDY REEDY An opportunity to invest in an Australian company with mining R R exploration projects LAGOON LAGOON CORPORATION CORPORATION Reedy Lagoon Corporation Limited Limited Corporation Lagoon Reedy ABN 41 006 639 514 Registered and Head Office: Suite 2, 337a Lennox Street Richmond Victoria 3121 www.reedylagoon.com.au Email: [email protected] RLC Offer Information Line 1300 880 732 Prospectus Prospectus For the issue of 20 million ordinary shares at $0.20 each to raise $4 million Applications must be for a minimum of 10,000 Shares ($2,000) RLC Offer Information Line 1300 880 732 Reedy Lagoon Corporation Limited Broker to the Issue – ABN AMRO Morgans Limited ABN 41 006 639 514 (ABN 49 010 669 726) (AFSL 235410) Corporate Directory Reedy Lagoon Corporation Limited Tenement Auditor ABN 41 006 639 514 Tenement Administration Services 1748 Gisborne-Melton Road Directors Kurunjang Jonathan M. Hamer Victoria 3337 Chairman, Non-Executive Director Geof H. Fethers Investigating Accountant Managing Director Nexia ASR Pty Ltd Level 14, 440 Collins Street Hugh Rutter Melbourne Exploration Director Victoria 3000 Philip H. Lewis Director Auditor Nexia ASR Adrian C. Griffin Level 14, 440 Collins Street Non-Executive Director Melbourne Company Secretary Victoria 3000 Dermot G. Coleman Independent Geologist Registered and Head Office AI Maynard & Associates Suite 2, 337a Lennox Street 9/280 Hay Street Richmond Subiaco Victoria 3121 Western Australia 6008 www.reedylagoon.com.au Share Registry Ph: 03 8420 6280 Link Market Services Limited Fax: 03 8420 6299 (ABN 54 083 214 537) Email: [email protected] Level 9, 333 Collins Street Melbourne Legal Adviser Victoria 3000 Mallesons Stephen Jaques Corporate Website Level 50, 600 Bourke Street Melbourne www.reedylagoon.com.au Victoria 3000 Proposed ASX Code Broker to the Issue RLC ABN AMRO Morgans Limited Level 27, 367 Collins Street Melbourne RLC Offer Information Line Victoria 3000 1300 880 732 Level 29, 123 Eagle Street Applications for Shares relating to Brisbane this Prospectus must be made on Queensland 4000 the Application Form attached to this Prospectus Ph: 134226 www.abnamromorgans.com.au Important Information Prospectus Future performance This prospectus (“Prospectus”) is dated 11 May 2007 and was Neither RLC nor any other person warrants the future lodged with the Australian Securities and Investments Commission performance of RLC or any return on any investment made (“ASIC”) on that date. The offer contained in this Prospectus pursuant to this Prospectus. (“the Offer”) is an offer of ordinary shares (“Shares”) issued by Reedy Lagoon Corporation Limited (“RLC”). This Prospectus Photographs and diagrams expires on 11 June 2008 (“Expiry Date”). No Shares will be issued Photographs and schematic drawings appearing in this Prospectus on the basis of the Prospectus after the Expiry Date. do not depict assets or equipment owned or used by RLC or an activity conducted by RLC unless otherwise indicated. Diagrams You should read this Prospectus in its entirety before deciding used in the Prospectus are illustrative only and may not be drawn whether to participate in the Offer, and, in particular, you should to scale. Unless otherwise stated, all data contained in charts, consider the risk factors that could affect the performance of the graphs and tables is based on information available at the date of Shares or RLC, some of which are outlined in Section 6. this Prospectus. The information in this Prospectus is not financial product advice and does not take into account your individual investment Defined words and expressions objectives, financial situation or needs. You should read this Some words and expressions used in this Prospectus have defined Prospectus in its entirety and carefully consider the whole of this meanings, which are explained in the Glossary (see Section 8). Prospectus in light of your particular investment needs, objectives The financial amounts in this Prospectus are expressed in and financial situation (including your financial and taxation Australian currency unless otherwise stated. A reference to $, A$, situation). If, after reading this Prospectus, you have any questions AUD and cents is to Australian currency, unless otherwise stated. about the Offer, you should contact your stockbroker, solicitor, A reference to time in this Prospectus is to Australian Eastern accountant or other professional adviser. Standard Time (AEST). RLC will apply to Australian Securities Exchange (“ASX”) for Prospectus availability the Shares to be quoted on ASX within 7 days after the date of the Prospectus. Investors can obtain a copy of this Prospectus on the RLC website at www.reedylagoon.com.au or by calling the RLC ASIC and ASX take no responsibility for the content of this Offer Information Line on 1300 880 732. Applications for Prospectus or for the merits of the investment to which this the Shares made by Australian investors may only be made Prospectus relates. on the Application Form attached to or accompanying this Exposure period Prospectus or its entire copy form as downloaded in its entirety The Corporations Act prohibits RLC processing Applications in the from www.reedylagoon.com.au. The Offer constituted by seven-day period after the date of lodgement of this Prospectus this Prospectus in electronic form is only available to persons (“Exposure Period”). This period may be extended by ASIC by up receiving this Prospectus in electronic form in Australia. to a further seven days. The purpose of the Exposure Period is to Persons who access the electronic version of this Prospectus enable this Prospectus to be examined by market participants prior should ensure that they download and read the entire Prospectus. to the raising of funds. The Corporations Act prohibits any person from passing the Applications received during the Exposure Period will not be Application Form on to another person unless it is attached to or processed until after the expiry of that period. No preference will accompanied by a hard copy of this Prospectus or the complete be conferred on Applications received during the Exposure Period. and unaltered electronic version of this Prospectus. Foreign jurisdictions Enquiries The distribution of this Prospectus outside Australia may be If you have any questions in relation to the Offer, please contact restricted by law. If you come into possession of this Prospectus, your stockbroker, solicitor, accountant or other professional you should observe any such restrictions and seek your own advice adviser. If you have questions in relation to how to complete the on such restrictions. Any failure to comply with these restrictions Application Form, please call the RLC Offer Information Line may violate securities laws. This Prospectus does not constitute an on 1300 880 732. offer or invitation in any place in which, or to any person to whom, Privacy it would not be lawful to make such an offer or invitation. Please read the privacy statement located at Section 1.6 of this In particular, the Shares have not been and will not be registered Prospectus. By submitting the Application Form accompanying this under the US Securities Act or the securities laws of any state of Prospectus, you consent to the matters outlined on the Application the United States and may not be offered or sold in the United Form and in that statement. States or to, or for the benefit of, any “US Person” as defined in Regulation S under the US Securities Act. This Prospectus may not be distributed in the United States or to any US Person. No representations other than in this Prospectus No person is authorised to give any information, or to make any representation, in connection with the Offer described in this Prospectus that is not contained in this Prospectus. Any information or representation that is not in this Prospectus may not be relied on as having been authorised by RLC or any other person in connection with the Offer. 1 8489 Prospectus.95.indd 1 18/5/07 7:30:43 PM Contents Important Information 1 Letter from Chairman 3 Investment Highlights 4 Section 1 Details of the Offer 5 Section 2 Overview of RLC 9 Section 3 Independent Geologists’ Report 15 Section 4 Tenement Audit Report 59 Section 5 Financial Information 65 Section 6 Risks 73 Section 7 Additional Information 77 Section 8 Definitions and Glossary 93 Application Form 99 Corporate Directory inside back cover 8489 Prospectus.95.indd 2 18/5/07 7:30:43 PM REEDY Letter from the Chairman R LAGOON CORPORATION 11 May 2007 Dear Investor, On behalf of the Directors of Reedy Lagoon Corporation (“RLC”), I am pleased to invite you to become a shareholder of the Company. RLC is focussing on the Bullamine Iron Project in WA, and the Tanami Uranium Project in WA and NT. RLC is also targeting uranium, gold and copper with projects located on the Gawler Craton in SA, and the Lachlan Fold Belt in Victoria and NSW. Funds raised from the Offer after payment of Offer Costs will be used to continue exploration of Reedy Lagoon’s projects and provide working capital. RLC has geological and geophysical expertise as well as a strong commercial board. RLC has exploration projects for: • iron; • uranium; • gold; and • copper. RLC is managed by geologist Geof Fethers and geophysicist Hugh Rutter. Geof Fethers spent 5 years with De Beers Australia Exploration Limited prior to establishing RLC in 1986. Hugh Rutter was Senior Exploration Geophysicist with Western Mining Corporation Limited and later Chief Geophysicist with The Broken Hill Proprietary Company Limited. Exploration is by its nature speculative, but success can be highly rewarding. RLC has a suite of good quality projects. Details of the share offer, RLC’s projects and key risks associated with an investment in RLC are set out in this Prospectus and I urge you to read it thoroughly.