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Demerger Booklet -Final

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Demerger Booklet -Final ACN 000 689 216 PROPOSAL TO DEMERGE AUSTRALIAN STRATEGIC MATERIALS LTD ACN 168 368 401 DEMERGER BOOKLET INCLUDING Notice of Extraordinary General Meeting Explanatory Statement And Proxy Form EXTRAORDINARY GENERAL MEETING THIS DOCUMENT IS IMPORTANT Due to the continuing COVID-19 situation, a virtual If you do not understand this document or meeting will be held as well as a webcast of the are in doubt as to how you should vote, you proceedings on 16 July 2020 at 10:00 am (AWST) should consult your stockbroker, solicitor, accountant or other professional adviser. CONTENTS CLAUSE PAGE 1. SUMMARY OF DEMERGER PROPOSAL .................................................................................................... 9 2. FREQUENTLY ASKED QUESTIONS .......................................................................................................... 16 3. ADVANTAGES, DISADVANTAGES AND RISKS OF THE DEMERGER ......................................................... 24 4. OVERVIEW OF ALKANE AFTER THE DEMERGER .................................................................................... 30 5. FINANCIAL INFORMATION OF ALKANE ................................................................................................. 38 6. OVERVIEW OF ASM ............................................................................................................................... 57 7. FINANCIAL INFORMATION OF ASM ...................................................................................................... 93 8. DETAILS OF THE DEMERGER ............................................................................................................... 104 9. AUSTRALIAN TAXATION CONSEQUENCES FOR AUSTRALIAN TAX RESIDENT ALKANE SHAREHOLDERS AND ALKANE ....................................................................................................................................... 116 10. RISK FACTORS - INVESTING IN ASM .................................................................................................... 123 11. ADDITIONAL INFORMATION ............................................................................................................... 129 12. DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS ......................................................................... 139 IMPORTANT INFORMATION 1. PURPOSE OF DOCUMENT (ii) BDO Australia has prepared the Independent Expert's Report and takes This document sets out information in responsibility for that report. A copy relation to the Demerger, the effects of the of that report is set out in Annexure 3 Demerger and other information known to of this document. the Alkane Directors that is material to the decision of Alkane Shareholders in relation (iii) PricewaterhouseCoopers Securities to voting on the Resolutions. This Limited has prepared the Investigating document includes the explanatory Accountant's Report and takes statement in relation to the Demerger, and responsibility for that report. A copy forms part of the Notice of Meeting. of that report is set out in Annexure 4 of this document. This document does not in any way constitute an offer to issue or sell 4. NOTICE TO ALKANE SHAREHOLDERS securities or a solicitation of an offer to OUTSIDE AUSTRALIA AND NEW ZEALAND subscribe for or buy securities. Alkane Shareholders who are Ineligible This document is not a prospectus or any Foreign Shareholders will not receive ASM other disclosure document under chapter Shares under the Demerger. ASM Shares 6D of the Corporations Act. This document that would otherwise be transferred to does not include all information material these Alkane Shareholders under the to a decision to buy, sell or otherwise trade Demerger will be transferred to the Sale in ASM Shares. Agent to be sold, with the net proceeds of such sale to be paid to Ineligible Foreign 2. ASX LISTING OF ASM Shareholders. See Section 8.4 for more information. ASM intends to apply for admission of its ordinary shares to the ASX Official List. It 5. FORWARD LOOKING STATEMENTS is expected that ASM Shares will commence trading on a normal settlement Certain statements in this document relate basis on the ASX on or about 30 July, if the to the future, including forward looking Demerger is approved by Alkane statements relating to Alkane and ASM's Shareholders and implemented as financial position and strategy. Forward described in this document. It is the looking statements can be identified by responsibility of Eligible Shareholders to use of terminology such as 'intend', 'aim', determine their entitlement to ASM 'project', 'anticipate', 'estimate', 'plan', Shares before trading in ASM Shares. 'believe', 'expect', 'may', 'should', 'will', 'continue' or other similar words. These 3. RESPONSIBILITY STATEMENTS statements discuss future expectations concerning the results of operations or (i) Alkane has prepared and is responsible financial condition, or provide other for the content of this Demerger forward looking statements. Booklet (other than Annexures 2, 3 and 4 of this document). These forward looking statements are not guarantees or predictions of future 1 ALKANE RESOURCES LTD performance, and involve known and International Accounting Standards Board unknown risks, uncertainties and other (IASB). factors, including the risk factors set out in Section 3.4, many of which are beyond the 7. COMPETENT PERSON’S STATEMENT control of Alkane and ASM, and which may The information in this document that cause the actual results to differ materially relates to mineral exploration, mineral from those expressed in the statements resources and ore reserves is based on, contained in this document. Shareholders and fairly represents, information and are cautioned not to put undue reliance on supporting documentation prepared by Mr forward looking statements. D I Chalmers, FAusIMM, FAIG, a director of Other than as required by law, none of Alkane and ASM who has sufficient Alkane or ASM, their officers or their experience relevant to the style of advisers or any other person gives any mineralisation and type of deposit under representation, assurance or guarantee consideration and to the activity which he that the occurrence of the events is undertaking to qualify as a Competent expressed or implied in any forward Person as defined in the 2012 Edition of looking statement in this document will the Australasian Code for Reporting of actually occur, in part or in whole. Exploration Results, Mineral Resources and Ore Reserves. Mr Chalmers has Additionally, statements of the intentions provided his prior written consent to the of the Alkane Board or the ASM Board inclusion in this document of the matters reflect the present intentions of the Alkane based on his information in the form and Directors and ASM Directors respectively context in which it appears. Mr Chalmers is as at the date of this document and may be a shareholder of Alkane and a participant subject to change as the composition of in Alkane’s short and long term incentive the Alkane Board and ASM Board alters, or scheme. By virtue of his shareholding in as circumstances require. Except as Alkane, Mr Chalmers will receive ASM required by law, Alkane and ASM disclaim shares. any obligation or undertaking to update or revise any forward looking statement in 8. INVESTMENT DECISIONS this Demerger Booklet. This document does not take into account 6. PRESENTATION OF FINANCIAL the investment objectives, financial INFORMATION situation or particular needs of any Alkane Shareholder, ASM Shareholder or any Financial information contained in this other person. This document should not be document has been prepared in relied upon as the sole basis for any accordance with the recognition and investment decision in relation to ASM measurement principles prescribed in the Shares or any other securities, and you Australian Accounting Standards (AAS) as should consult your financial, legal, tax or issued by the Australian Accounting other professional adviser before making Standards Board (AASB), which is any such investment decision. consistent with the International Financial Reporting Standards (IFRS) and interpretations as issued by the PROPOSAL TO DEMERGE 2 9. ESTIMATES Shareholders and ASM Shareholders, and the names of individuals appointed by All references to, and derivations of, Alkane Shareholders and ASM estimates are references to estimates and Shareholders as their respective proxies, derivations by Alkane and ASM corporate representatives or attorneys at management, unless otherwise indicated. relevant shareholder meetings. Management estimates and derivations are based on views at the date of this Under the Privacy Act 1988 (Cth), you may Demerger Booklet, and actual facts or request access to your personal outcomes may be materially different from information that is held by, or on behalf of, those estimates. Alkane or ASM. You can request access to your personal information or obtain 10. INTERPRETATION further information about Alkane's or ASM's privacy practices by contacting For the purpose of this Demerger Booklet, Alkane, ASM or the Registries, details of capitalised terms used in this Demerger which are set out elsewhere in this Booklet have the meaning set out in Demerger Booklet. Section 12, unless the context otherwise requires. Alkane and ASM aim to ensure that the personal information it retains about you Figures, amounts, percentages, prices, is accurate, complete and up-to-date. To estimates, calculation of values and assist with this, please contact Alkane,
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