S2 Resources Ltd ACN 606 128 090 INFORMATION MEMORANDUM In relation to the application for admission of S2 Resources Ltd to the official list of the Australian Securities Exchange CONTENTS CLAUSE PAGE 1. PURPOSE OF THE INFORMATION MEMORANDUM..........................................................3 2. INFORMATION IN RELATION TO S2 RESOURCES..........................................................3 3. WAIVERS ................................................................................................................3 4. INCORPORATION OF THE DEMERGER SCHEME BOOKLET ..............................................4 5. ASX........................................................................................................................5 6. CAPITAL STRUCTURE................................................................................................5 7. DISCLOSURE OF INTERESTS .....................................................................................5 7.1 Directors.................................................................................................................5 7.2 Experts ...................................................................................................................5 8. CONSENTS ..............................................................................................................6 9. ASX LISTING RULE 10.15A REQUIREMENTS ................................................................7 10. CAPITAL RAISING ....................................................................................................9 11. CORPORATE GOVERNANCE........................................................................................9 12. SUPPLEMENTARY INFORMATION ................................................................................9 13. FINANCIAL INFORMATION AND WORKING CAPITAL REQUIREMENTS ..............................9 14. AUTHORISATION ................................................................................................... 11 ANNEXURES DEMERGER SCHEME BOOKLET S2 RESOURCES CORPORATE GOVERNANCE STATEMENT 2 AUSTRALIA\OLB\236346265.04 1. PURPOSE OF THE INFORMATION MEMORANDUM This Information Memorandum has been prepared by S2 Resources in connection with its application for: (a) admission to the official list of ASX; and (b) S2 Shares to be granted official quotation on the stock market conducted by ASX. This Information Memorandum will apply in relation to S2 Resources' application for admission to the official list of the ASX if the Demerger Scheme is approved and implemented. This Information Memorandum should be read in conjunction with the Demerger Scheme Booklet dated 31 July 2015, which is annexed as Annexure A. The Demerger Scheme Booklet contains detailed information in relation to the Transaction, including in relation to S2 Resources (see Section 4 of the Demerger Scheme Booklet). This document is not a prospectus or disclosure document lodged with ASIC under the Corporations Act. This document does not constitute or contain any offer of S2 Shares for subscription or purchase or any invitation to subscribe for or buy S2 Shares. This Information Memorandum is dated 21 September 2015. 2. INFORMATION IN RELATION TO S2 RESOURCES The Demerger Scheme was announced on Monday, 25 May 2015 as part of the Transaction, and involves a Demerger to create a new mining exploration entity, S2 Resources. As a result of the Demerger, S2 Resources holds the S2 Assets, including the Polar Bear Project and the Scandinavian Assets. More information on the S2 Assets is set out in Sections 4.6 and 4.7 of the Demerger Scheme Booklet. S2 Resources is expected to have approximately A$22 million in working capital, and more information on the sources and uses of the working capital is set out in Section 4.5 of the Demerger Scheme Booklet. S2 Resources' objective is to generate investment returns through the discovery and development of high value mineral resources, as a result of exploration and the identification of early stage assets with high growth potential. For more information on S2 Resources' objectives and business strategy, see Section 4.3 of the Demerger Scheme Booklet. For more information on the S2 Board and senior management, see Section 4.9 of the Demerger Scheme Booklet. 3. WAIVERS S2 Resources has sought and obtained a waiver from ASX in relation to a number of ASX Listing Rules. Further details in relation to this relief is set out in Section 13.9 of the Demerger Scheme Booklet. As part of that relief, ASX has stated that for the purposes of ASX Listing Rule 1.1, Condition 3, S2 Resources may provide an information memorandum that satisfies the requirements set out in ASX Listing Rule 1.4, in lieu of a prospectus. 3 AUSTRALIA\OLB\236346265.04 4. INCORPORATION OF THE DEMERGER SCHEME BOOKLET (a) Capitalised terms defined in the Demerger Scheme Booklet prepared by Sirius dated 31 July 2015 (a copy of which is included as Annexure A to this Information Memorandum) have the same meaning where used in this Information Memorandum (unless the context otherwise requires). (b) The following parts of the Demerger Scheme Booklet are taken to be included in this Information Memorandum: (i) Important Notices to the extent that it relates to S2 Resources; (ii) Important Dates and Expected Timetable for the Demerger Scheme to the extent that it relates to S2 Resources; (iii) Letter from Chairman of Sirius to the extent that it relates to S2 Resources; (iv) Section 2 (S2 Resources Investment Highlights); (v) Section 3 (Frequently Asked Questions) to the extent that it relates to S2 Resources; (vi) Section 4 (Profile of S2 Resources if the Demerger is Implemented); (vii) Section 5 (Investigating Accountant’s Report) to the extent that it relates to S2 Resources; (viii) Section 6 (Summary of the Demerger Scheme) to the extent that it relates to S2 Resources; (ix) Section 8 (Risk Factors) to the extent that it relates to S2 Resources; (x) Section 9 (Profile of Sirius) to the extent that it relates to S2 Resources; (xi) Section 11 (Taxation Implications for Sirius Shareholders) to the extent that it relates to S2 Resources; (xii) Section 12 (Implementation of the Demerger Scheme) to the extent that it relates to S2 Resources; (xiii) Section 13 (Additional Information) to the extent that it relates to S2 Resources; (xiv) Section 14 (Glossary and Interpretation); (xv) Annexure A (Summary of Terms of Demerger Implementation Deed); (xvi) Annexure B (Summary of Terms of Demerger Transition Deed); (xvii) Annexure C (Demerger Deed Poll); (xviii) Annexure D (Demerger Scheme); (xix) Annexure G (Independent Expert’s Report) to the extent that it relates to S2 Resources; (xx) Annexure H (Independent Geological Report) to the extent that it relates to S2 Resources; and (xxi) Annexure I (List of Tenements Held by S2 Resources). 4 AUSTRALIA\OLB\236346265.04 5. ASX (a) The persons who have signed this Information Memorandum believe that this Information Memorandum (incorporating the parts of the Demerger Scheme Booklet referred to in Section 4(b) of this Information Memorandum) contains all the information which would have been required under section 710 of the Corporations Act if the Information Memorandum were a prospectus in respect of an offering by S2 Resources of the same number of S2 Shares as will be transferred to Scheme Participants pursuant to the Demerger Scheme. (b) Neither ASX nor any of its officers take any responsibility for the contents of this Information Memorandum. The fact that ASX may admit S2 Resources to its official list is not to be taken in any way as an indication of the merits of S2 Resources. 6. CAPITAL STRUCTURE The current and proposed capital structure of S2 Resources immediately post-Listing is set out in the table below. Class of securities No. on issue No. proposed to be issued No. on issue on No. to be issued between the date of this Listing post-Listing in Information Memorandum accordance with and Listing material contracts Fully paid ordinary 207,401,278 Nil 207,401,278 Nil shares Options 28,700,000 Nil 28,700,000 Nil 7. DISCLOSURE OF INTERESTS 7.1 Directors Other than as set out in this Information Memorandum or in the Demerger Scheme Booklet, no S2 Director or proposed S2 Director, nor any entity in which the S2 Director or proposed S2 Director is member or partner, has at the date of this Information Memorandum, or has had within two years before the date of this Information Memorandum, any interest in the promotion of S2 Resources or in any property acquired or proposed to be acquired by S2 Resources and no amounts, whether in cash or securities or otherwise, have been paid or agreed to be paid by any person to any S2 Director or proposed S2 Director, or to any entity in which an S2 Director or proposed S2 Director is a member or partner, either to induce them to become, or to qualify them as, an S2 Director, or otherwise for services rendered by them or by the entity in connection with the promotion or formation of S2 Resources. 7.2 Experts (a) Except as set out in this Information Memorandum or in the Demerger Scheme Booklet, no expert named in this Information Memorandum or entity in which any such expert is a partner or member has any interest in the promotion of S2 Resources or in any property acquired or proposed to be acquired by S2 Resources and no amounts, whether in cash or securities or otherwise, have been paid or agreed to be paid by any person to any such expert or to any entity in which any such expert is a partner or member for