For Personal Use Only Use Personal For
Total Page：16
File Type：pdf, Size：1020Kb
PAYNES FIND GOLD LIMITED (TO BE RENAMED “EUROPEAN LITHIUM LIMITED”) ACN 141 450 624 SECOND REPLACEMENT PROSPECTUS For an offer of up to 112,500,000 Shares at an issue price of $0.08 per Share, to raise up to $9,000,000 (Public Offer ). This second replacement prospectus (Prospectus) is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX requirements for re-listing following a change to the nature and scale of the Company’s activities. This Prospectus is dated 28 July 2016. This Prospectus replaces the Original Prospectus dated 21 June 2016 and First Replacement Prospectus dated 1 July 2016 relating to the Securities of Paynes Find Gold Limited (to be renamed “European Lithium Limited”) (ACN 141 450 624). This Prospectus also contains the following additional offers of Securities: (a) an offer of up to 250,000,000 Shares to the EL Shareholders (EL Offer ); and (b) an offer of up to 31,250,000 Shares and 200,000,000 Adviser Options to EverBlu Capital Pty Ltd (or its nominees) (EverBlu Capital Offer ). Completion of the Offers is conditional upon satisfaction of the Conditions, which are detailed further in Section 2.5 of the Prospectus. No Securities will be issued pursuant to this Prospectus until such time as the Conditions are satisfied. 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 Securities offered by this Prospectus should be considered highly speculative. For personal use only Lead Manager to the Public Offer: EverBlu Capital Pty Ltd (ACN 612 793 683) is an Australian Financial Services Authorised Representative (No 001 243 237) of Mejority Securities Pty Ltd (ABN 61 608 667 778) which is the holder of Australian Financial Services Licence (AFSL 485760). CO NT EN TS 1. CORPORATE DIRECTORY .......................................................................................... 1 2. IMPORTANT NOTICE ................................................................................................. 2 3. INDICATIVE TIMETABLE ............................................................................................. 7 4. CHAIRMAN’S LETTER ................................................................................................. 8 5. INVESTMENT OVERVIEW ........................................................................................... 9 6. TRANSACTION OVERVIEW ..................................................................................... 26 7. DETAILS OF THE OFFERS .......................................................................................... 33 8. COMPANY OVERVIEW ........................................................................................... 44 9. RISK FACTORS ........................................................................................................ 49 10. BOARD, MANAGEMENT INTERESTS ........................................................................ 56 11. INVESTIGATING ACCOUNTANT’S REPORT ............................................................. 61 12. INDEPENDENT GEOLOGIST’S REPORT ..................................................................... 93 13. SOLICITOR’S REPORT ON TITLE.............................................................................. 158 14. CORPORATE GOVERNANCE ................................................................................ 187 15. MATERIAL CONTRACTS ........................................................................................ 190 16. ADDITIONAL MATERIAL INFORMATION ............................................................... 197 17. DIRECTORS’ AUTHORISATION .............................................................................. 205 18. GLOSSARY ............................................................................................................ 206 For personal use only 3859-02/1529904_9 1. CORPORATE DIRECTORY Current Directors Registered Office Mr Paul Lloyd Ground Floor, Suite 1 (Non-Executive Chairman ) 437 Roberts Road Subiaco WA 6008 Mr Malcolm Day (Non-Executive Director ) Ph: +61 8 9481 3992 Fax: +61 8 9381 1122 Mr David Holden (Non-Executive Director ) Share Registry* Proposed Director and Senior Management Advanced Share Registry Mr Antony Sage 110 Stirling Hwy (Chairman elect ) Nedlands WA 6009 Dr Steve Kesler PO Box 1156 (Proposed Chief Executive Officer ) Nedlands WA 6009 Company Secretary Ph: +61 8 9389 8033 Fax: +61 8 9262 3723 Mr Paul Lloyd ASX Code Australian Solicitors PNE Steinepreis Paganin Lawyers and Consultants Proposed ASX Code Level 4, The Read Buildings 16 Milligan Street EUR Perth WA 6000 Investigating Accountant and Auditor Austrian Solicitors HLB Mann Judd DLA Piper Weiss-Tessbach Level 4,130 Stirling Street Rechtsanwalte Gmbh Perth WA 6000 Schottenring 14 1010 Vienna Austria Independent Geologist Lead Manager Al Maynard & Associates Pty Ltd Consulting Geologists EverBlu Capital Pty Ltd 9/280 Hay Street Level 39 Subiaco WA 6008 88 Phillip Street SYDNEY NSW 2000 * This entity has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus. Its name is included for information purposes only. For personal use only 3859-02/1529904_9 1 2. IMPORTANT NOTICE 2.1 General This second replacement prospectus is dated 28 July 2016 and was lodged with the ASIC on that date (Prospectus ). The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No Securities may be issued on the basis of this Prospectus later than 13 months after the date of the Prospectus lodged with the ASIC on 21 June 2016. 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. 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. No action has been taken to register or qualify the Shares or the Offers or to otherwise permit a public offering of the Shares in any jurisdiction outside Australia. 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. 2.2 Applications 2.2.1 Withdrawal of Previous Applications In accordance with section 724(2) of the Corporations Act, if you applied for Shares under the Original Prospectus or the First Replacement Prospectus before the date of this Prospectus, you may withdraw your Application and be repaid your Application Money, provided you give the Company written notice of your wish to do so within 1 month of the date of this Prospectus. Any repayments made by the Company pursuant to an Applicant exercising their right to withdraw their Application will be made in full without interest. An Applicant who wishes to withdraw their Application and obtain a refund must submit a written request to the Company at the address set out below so that it is received within 1 month of the date of this Prospectus (i.e. by close of business on For personal use only Thursday, 25 August 2016 ). Paynes Find Gold Limited Ground Floor, Suite 1 437 Roberts Road Subiaco WA 6008 3859-02/1529904_9 2 The details for the payment of the refund cheque and address to which it should be sent as set out in the written request must correspond to the details contained in the Application Form lodged by that Applicant. If you do not wish to withdraw your Application, you do not need to take any action. 2.2.2 New Applications Applications for Shares after the date of this Prospectus must be made using the Application Form attached to or accompanying this Prospectus. The Application Form contains detailed instructions on how it is to be completed. Applications after the date of this Prospectus must not be made on the Application Form attached to or accompanying the Original Prospectus or the First Replacement Prospectus. 2.3 Change in nature and scale of activities and re-compliance with Chapters 1 and 2 of the ASX Listing Rules At the General Meeting held on or about 25 July 2016, the Company obtained Shareholder approval for a change in nature and scale of its activities. ASX requires the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules. This Prospectus is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy the ASX requirements for re-admission to the Official List following a change in nature and scale of the Company’s activities. The Company’s Securities are currently suspended from trading on the ASX and will not be reinstated until ASX approves the Company’s re-compliance with the admission