MAYUR RESOURCES LTD (ARBN 619 770 277) (Proposed ASX Code: MRL) PROSPECTUS 21 July 2017 For the offer of up to 38,808,290 ordinary Shares at an issue price of A$0.40 each, to raise up to A$15,523,316 with a Minimum Subscription ofA$10,443,446. LEAD MANAGER This Prospectus provides important information about Mayur Resources Limited. You should read the entire document including the Application Form. If you have any questions about the Shares being offered under this Prospectus, or any other matter relating to an investment in the Company, you should consult your professional adviser. An investment in the Shares being offered under this Prospectus should be considered highly speculative. ‘Developing a diversified resources & energy platform in Papua New Guinea.’ CONTENTS 1 CORPORATE DIRECTORY 3 2 IMPORTANT NOTICE 5 3 SUMMARY OF THE OFFER 9 4 CHAIRMAN’S LETTER 11 5 INVESTMENT OVERVIEW 15 6 COMPANY AND BUSINESS OVERVIEW 27 7 DETAILS OF THE OFFER 41 8 FINANCIAL INFORMATION AND INVESTIGATING ACCOUNTANT’S REPORT 51 9 TAXATION ADVICE 73 10 INDEPENDENT TECHNICAL ASSESSMENT REPORT 81 11 SOLICITOR’S REPORT ON TENEMENTS 229 12 RISK FACTORS 237 13 CORPORATE GOVERNANCE 247 14 MATERIAL CONTRACTS 259 15 ADDITIONAL INFORMATION 269 16 DIRECTORS’ CONSENTS 281 17 DEFINITIONS 283 APPENDIX A – APPLICATION FORM 287 MAYUR RESOURCES // PROSPECTUS // Page 1 This page has been left blank intentionally MAYUR RESOURCES // PROSPECTUS // Page 2 1 CORPORATE DIRECTORY 1 CORPORATE DIRECTORY Chairman and Directors: Solicitors to the Offer: Rob Neale (Chairman) Ashurst ADT Law Tim Crossley (Executive Director) 12 Marina Boulevard, #24-01, Marina Bay Financial Centre Tower 3, Singapore Paul Mulder (Managing Director) 018982 Frank Terranova (Non-Executive Director) Ashurst Australia Paul McTaggart (Non-Executive Director) Level 38, Riverside Centre, 123 Eagle Street, Lee Wei Hsiung (Non-Executive Director) Brisbane QLD 4000 Company Secretaries: Solicitors reporting on Tenements: Pan Mi Keay Ashurst PNG Ong Bee Choo Champion Parade, Port Moresby, Papua New Guinea Registered Offices: Independent Technical Expert: Australia (principal administrative office): Rod Huntley Level 17, 300 Adelaide Street, Groundwork Plus Pty Ltd Brisbane, Qld 4000 Phone +61 7 3157 4400 6 Mayneview Street, Milton QLD 4064 Singapore (registered address): 80 Robinson Road, #02-00, Investigating Accountant / Auditor: Singapore 068898 Pitcher Partners Brisbane Website: www.mayurresources.com Level 38, Central Plaza 1, 345 Queen Street, Email: [email protected] Brisbane QLD 4000 Share Registry: Tax Advisor: Boardroom PricewaterhouseCoopers Level 12, 225 George Street, 480 Queen Street, Sydney NSW 2000 Brisbane QLD 4000 Lead Manager: Bell Potter Level 38, Aurora Place, 88 Phillip Street, Sydney NSW 2000 MAYUR RESOURCES // PROSPECTUS // Page 4 2 IMPORTANT NOTICE 2 IMPORTANT NOTICE This Prospectus is dated 21 July 2017 and was lodged with the ASIC on that date. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No Shares will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. The Shares offered pursuant to this Prospectus carry no guarantee in respect of return of capital, return of investment, payment of dividends or the future value of the Shares, except as required by law and then, only to the extent so required. The Company will apply for its admission to the Official List of ASX and for admission of the Shares to quotation by ASX within seven days after the date of this Prospectus. 2.1 Important Document It is important that you carefully read this Prospectus in its entirety before deciding to invest in the Company and, in particular, that you consider the assumptions underlying any prospective financial information and the risk factors that could affect the financial performance of the Company. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek professional advice from your accountant, stockbroker, lawyer or other professional advisor before deciding whether to invest. No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Company in connection with the Offer. 2.2 Electronic Prospectus This Prospectus will be issued in paper form and as an electronic Prospectus which may be accessed at the Company’s website at www.mayurresources.com The Offer of Shares pursuant to the electronic Prospectus is only available to persons receiving an electronic version of this Prospectus in Australia and certain qualifying investors in New Zealand, Hong Kong, Singapore, China, Papua New Guinea and the United Kingdom. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to, or accompanied by, the complete and unaltered version of this Prospectus. During the Offer Period, any person may obtain a hard copy of this Prospectus by contacting the General Manager on +61 7 3157 4400 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. 2.3 Foreign Jurisdictions This Prospectus does not constitute an offer in any place in which, or to persons to whom, it would not be lawful to make an offer. Distribution of this Prospectus in jurisdictions outside Australia, except for certain qualifying investors in New Zealand, Hong Kong, Singapore, China, PNG and the United Kingdom, may be restricted by law, and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. 2.4 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. Potential investors should be aware that this examination may result in the identification of deficiencies in the 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 persons who lodge Applications prior to the expiry of the Exposure Period. 2.5 Website No document or information included on the Company’s website is incorporated by reference into this Prospectus. MAYUR RESOURCES // PROSPECTUS // Page 6 2.6 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 the Company, the Directors and management. The Company cannot and does 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. The Company has 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. 2.7 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 by the Company. Diagrams appearing in this Prospectus are illustrative only and may not be drawn to scale. 2.8 Definitions Throughout this Prospectus abbreviation and defined terms are used. Those relevant to mineral exploration are contained in the glossary located in the Independent Technical Assessment Report in Section 10 of this Prospectus, and other abbreviations and legal terms are contained in the Definitions in Section 17 of this Prospectus. Defined terms are generally identified by the uppercase first letter. 2.9 Currency References to “$”, “A$”, “AUD”, “dollar” or “cents” are references to Australian currency, unless otherwise stated. References to “US$” or ‘USD” are references to United States currency, unless otherwise stated. References to “PGK” are references to Papua New Guinea currency, unless