American Pacific Borate & Lithium Ltd Acn 615 606 114
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AMERICAN PACIFIC BORATE & LITHIUM LTD ACN 615 606 114 PROSPECTUS For an offer of 60,000,000 Shares at issue price of $0.20 per Share to raise $12,000,000, with the right to accept oversubscriptions of up to a further 15,000,000 Shares at an issue price of $0.20 per Share to raise up to a further $3,000,000. IMPORTANT INFORMATION This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered highly speculative. TABLE OF CONTENTS CORPORATE DIRECTORY .............................................................................................................. 1 IMPORTANT NOTICE ...................................................................................................................... 2 KEY OFFER INFORMATION ............................................................................................................ 5 1. INVESTMENT OVERVIEW ................................................................................................. 6 2. CHAIRMAN’S LETTER ..................................................................................................... 14 3. DETAILS OF THE OFFER .................................................................................................. 15 4. COMPANY AND PROJECTS OVERVIEW ....................................................................... 20 5. INDUSTRY OVERVIEW .................................................................................................... 36 6. RISK FACTORS ............................................................................................................... 39 7. INDEPENDENT GEOLOGIST’S REPORT ........................................................................... 47 8. INVESTIGATING ACCOUNTANT’S REPORT ................................................................. 123 9. LAND OWNERSHIP REPORT ......................................................................................... 142 10. BOARD, MANAGEMENT AND INTERESTS.................................................................... 146 11. CORPORATE GOVERNANCE ...................................................................................... 149 12. MATERIAL CONTRACTS ............................................................................................... 153 13. ADDITIONAL INFORMATION ....................................................................................... 162 14. DIRECTORS’ AUTHORISATION ..................................................................................... 175 15. GLOSSARY ................................................................................................................... 176 4467-01/1715392_1 i CORPORATE DIRECTORY Directors Investigating Accountant Harold (Roy) Shipes RSM Corporate Australia Pty Ltd Non-Executive Chairman 8 St Georges Terrace Perth WA 6000 Michael Schlumpberger Managing Director Independent Geologist Anthony Hall Xstract Mining Consultants Executive Director Level 10 50 St Georges Terrace Perth WA 6000 John McKinney Non-Executive Director Auditor Stephen Hunt RSM Australia Partners Non-Executive Director 8 St Georges Terrace Perth WA 6000 Chief Executive Officer Share Registry Michael Schlumpberger Advanced Share Registry Company Secretary 110 Stirling Highway Nedlands WA 6009 Aaron Bertolatti Telephone: +61 8 9389 8033 Proposed ASX Code Facsimile: +61 8 9262 3723 ABR Solicitors Registered Office Steinepreis Paganin Level 24, Allendale Square Level 4, The Read Buildings 77 St Georges Terrace 16 Milligan Street Perth WA 6000 Perth WA 6000 Telephone: + 61 6141 3145 Facsimile: +61 8 6141 3101 Email: [email protected] Website: www.americanpacificborate.com 4467-01/1715392_1 1 IMPORTANT NOTICE This Prospectus is dated 30 May 2017 and was lodged with the ASIC on that date. The ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. 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. It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered highly speculative. 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. You should be aware that this examination may result in the identification of deficiencies in this 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 Shares under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period. No offering where offering would be illegal The 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 on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of the Shares in any jurisdiction outside Australia. This Prospectus has been prepared for publication in Australia and may not be released or distributed in the United States of America. Web Site – Electronic Prospectus A copy of this Prospectus can be downloaded from the website of the Company at www.americanpacificborate.com. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company by phone on the details in the corporate 4467-01/1715392_1 2 directory during office hours or by emailing the Company at [email protected]. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. Website No document or information included on our website is incorporated by reference into this Prospectus. Forward-looking statements This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management. We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward- looking statements. We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this prospectus, except where required by law. These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 6. Photographs and Diagrams Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned