Kingfisher Mining Limited ACN 629 675 216 PROSPECTUS
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Kingfisher Mining Limited ACN 629 675 216 PROSPECTUS For an initial public offer of up to 30,000,000 Shares at an issue price of $0.20 each to raise up to $6,000,000 (before costs). This Prospectus has been issued to provide information on the offer of a minimum of 22,500,000 Shares and a maximum of 30,000,000 Shares to be issued at a price of $0.20 per Share to raise a minimum of $4,500,000 and a maximum of$6,000,000 (before costs) (Public Offer). This Prospectus also incorporates the secondary offer of up to 4,000,000 Options to the Lead Manager (or its nominees) in consideration for lead manager services provided to the Company (Lead Manager Offer). The Public Offer and the Lead Manager Offer (together, the Offers) pursuant to this Prospectus are subject to a number of conditions precedent as outlined in Section 1.3 of this Prospectus. It is proposed that the Offers will close at 5.00pm (WST) on 4 December 2020. The Directors reserve the right to close the Offers earlier or to extend these dates without notice. Applications must be received before that time. This is an important document and requires your immediate attention. It should be read in its entirety. Please consult your professional adviser(s) if you have any questions about this document. Investment in the Securities offered pursuant to this Prospectus should be regarded as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 3 for a summary of the key risks associated with an investment in the Securities. Table of Contents Section Page No. Important Information .......................................................................... ii Corporate Directory ............................................................................ iv Letter from the Board ........................................................................... v Key Offer Details ................................................................................ vii Indicative Timetable ........................................................................... viii Investment Overview ........................................................................... ix 1. Details of the Offers ................................................................... 1 2. Company Overview .................................................................... 14 3. Risk Factors ............................................................................. 25 4. Financial Information ................................................................. 35 5. Board, Management and Corporate Governance ................................ 45 6. Material Contracts ..................................................................... 54 7. Additional information ............................................................... 58 8. Authorisation ........................................................................... 71 9. Glossary of Terms ..................................................................... 72 Schedule 1 – Investigating Accountant's Report ........................................... 76 Schedule 2 – Solicitor's Report ............................................................... 81 Schedule 3 – Independent Geologist's Report ............................................ 115 Page i Doc ID 779652893/v12 IMPORTANT INFORMATION Prospectus Prospective investors wishing to subscribe for Securities under the Offers should complete the relevant Application Form. If This Prospectus is dated, and was lodged with ASIC on, you do not provide the information required on the relevant 9 November 2020. Neither ASIC nor ASX (or their Application Form, the Company may not be able to accept or respective officers) take any responsibility for the process your Application. contents of this Prospectus or the merits of the investment to which this Prospectus relates. The expiry No document or information included on the Company's date of this Prospectus is 5.00pm WST on that date which website is incorporated by reference into this Prospectus. is 13 months after the date this Prospectus was lodged with ASIC. No Securities will be issued on the basis of this Offer outside Australia Prospectus after that expiry date. No action has been taken to register or qualify the Securities Application will be made to ASX within 7 days of the date the subject of this Prospectus, or the Offers, or otherwise to of this Prospectus for Official Quotation of the Shares the permit the offering of the Securities, in any jurisdiction subject of the Offers. outside Australia. The distribution of this Prospectus in jurisdictions outside of Australia may be restricted by law and No person is authorised to give any information or to make persons who come into possession of this Prospectus outside any representation in connection with the Offers, other of Australia should seek advice on and observe any such than as is contained in this Prospectus. Any information or restrictions. Any failure to comply with such restrictions may representation not contained in this Prospectus should not constitute a violation of applicable securities laws. This be relied on as having been made or authorised by the Prospectus does not constitute an offer of Securities in any Company or the Directors in connection with the Offers. jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus. It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Speculative Investment Securities the subject of this Prospectus should be considered highly speculative. The Securities offered pursuant to this Prospectus should be considered highly speculative. There is no guarantee that the Exposure Period Securities offered pursuant to this Prospectus will make a return on the capital invested, that dividends will be paid on This Prospectus will be circulated during the Exposure the Shares or that there will be an increase in the value of Period. The purpose of the Exposure Period is to enable the Securities in the future. this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this Prospective investors should carefully consider whether the examination may result in the identification of Securities offered pursuant to this Prospectus are an deficiencies in this Prospectus. In such circumstances, any appropriate investment for them in light of their personal Application that has been received may need to be dealt circumstances, including their financial and taxation position. with in accordance with section 724 of the Corporations Refer to Section 3 for details relating to the key risks Act. Applications under this Prospectus will not be applicable to an investment in the Securities. processed by the Company until after the Exposure Period. No preference will be conferred upon Applications Using this Prospectus received during the Exposure Period. Persons wishing to subscribe for Securities offered by this Conditional Offer Prospectus should read this Prospectus in its entirety in order to make an informed assessment of the assets and liabilities, The Offers contained in this Prospectus are conditional on financial position and performance, profits and losses, and certain events occurring. If these events do not occur, the prospects of the Company and the rights and liabilities Offers will not proceed and investors will be refunded attaching to the Securities offered pursuant to this their Application Monies without interest. Please refer to Prospectus. If persons considering subscribing for Securities Section 1.3 for further details on the condition attaching offered pursuant to this Prospectus have any questions, they to the Offers. should consult their stockbroker, solicitor, accountant or other professional adviser for advice. Electronic Prospectus and Application Form Forward-Looking Statements This Prospectus will generally be made available in electronic form by being posted on the Company's website This Prospectus contains forward-looking statements which at www.kingfishermining.com.au. Persons having are identified by words such as "believes", "estimates", received a copy of this Prospectus in its electronic form "expects", "targets", "intends", "may", "will", "would", "could", may obtain an additional paper copy of this Prospectus or "should" and other similar words that involve risks and and the relevant Application Form (free of charge) from uncertainties. the Company's registered office by contacting the Company as detailed in the Corporate Directory. The These statements are based on an assessment of present Offers constituted by this Prospectus in electronic form is economic and operating conditions, and on a number of only available to persons receiving an electronic version assumptions regarding future events and actions that, as at of this Prospectus and the relevant Application Form the date of this Prospectus, are considered reasonable. within Australia. Such forward-looking statements are not guarantees of future Applications will only be accepted on the relevant performance and involve known and unknown risks, Application Form attached to, or accompanying, this uncertainties, assumptions and other important factors, many Prospectus. The Corporations Act prohibits any person of which are beyond the control of the Company, the from passing on to another person any Application Form Directors of the Company. Key risk factors associated with an unless