Cosmo Gold Limited ACN 636 743 649 Cosmo Gold Limited Prospectus For the initial public offer of a minimum of 25,000,000 and up to 30,000,000 fully | paid ordinary shares in Cosmo Gold Limited PROS (Shares) at an issue price of $0.20 per Share together with one free attaching option for P E every two Shares issued, to raise a minimum C TUS of $5,000,000 and up to a maximum of $6,000,000 (General Offer). This Prospectus also includes a priority offer as part of the General Offer of up to 10,000,000 Shares to shareholders of 3D Resources Limited registered at 5.00pm AEDT on Tuesday, 9 February 2021 (Priority Offer). RM Corporate Finance Pty Ltd has been appointed to act as lead manager to the Offer and underwrite the Minimum Subscription. IMPORTANT NOTICE This is an important document and investors should read the document in its entirety and are advised to consult with their professional advisors before deciding whether to apply for securities pursuant to this Prospectus. Any investment in the Company under this Prospectus should be considered speculative in nature. Important Information The Offer Before applying for Shares, potential investors This Prospectus may not be distributed to, The Offer contained in this Prospectus is should carefully read the Prospectus so that or relied upon by, any person in the United an invitation to acquire fully paid ordinary they can make an informed assessment of: States. The Shares will not be registered under the US Securities Act of 1933 or the shares (Shares) and options to acquire • the rights and liabilities attaching to securities laws of any state of the United Shares (Options) in Cosmo Gold Limited the Shares; (ACN 636 743 649) (Cosmo Gold or the States and may not be offered or sold in Company). This Prospectus is issued • the assets and liabilities of the the United States unless the Shares are by the Company. Company; and registered under the US Securities Act, • the Company’s financial position or are offered or sold in a transaction This Prospectus is dated 4 February 2021 exempt from, or not subject to, the and was lodged with ASIC on that date. and performance, profits and losses, and prospects. registration requirements of the US ASIC, ASX and their respective officers do Securities Act and applicable US state not take any responsibility for the contents Investors should carefully consider these securities laws. of this Prospectus or the merits of the factors in light of their own personal financial investment to which this Prospectus relates. and taxation circumstances. Forward-looking Statements This Prospectus contains forward-looking Within 7 days of the date of this Prospectus, Speculative Investment the Company will make an application to statements which incorporate an element Any investments in the Company should be ASX for the Shares offered pursuant to the of uncertainty or risk, and are identified considered speculative. Refer to Section 8 Prospectus to be admitted for quotation by words such as ‘intends’, ‘may’, ‘could’, of this Prospectus for details relating to on ASX. The Company will not apply for ‘believes’, ‘estimates’, ‘target’ or ‘expects’. risk factors. Applicants should read this quotation of the Options offered under Forward-looking statements are not based document in its entirety and persons this Prospectus. on historical facts but are based on current considering applying for Shares pursuant to expectations of future results or events. There is a risk that the Company may not the Prospectus should obtain professional These forward-looking statements are subject be able to satisfy the conditions of the advice from an accountant, stockbroker, to risks, uncertainties and assumptions Offer and meet the requirements of ASX lawyer or other advisor before deciding which could cause actual results or events for quotation on the ASX. In the event the whether to invest. to differ materially from the expectations conditions to the Offer are not satisfied or No person is authorised to give any described in such forward-looking the Company does not receive conditional information or to make any representation statements. While the Company believes approval for quotation on ASX, then the in relation to the Offer which is not contained the expectations reflected in the forward- Company will not proceed with the Offer in this Prospectus. Any information or looking statements in this Prospectus are and will repay all Application Monies received. representation not in this Prospectus reasonable, no assurance can be given Securities will not be issued pursuant to may not be relied upon as having been that such expectations will prove to this Prospectus later than 13 months after authorised by the Company or the Directors be correct. The risk factors set out in the date of this Prospectus. in relation to the Offer. Section 8, as well as other matters not yet known to the Company or not currently Applying for Shares The Offer made pursuant to this Prospectus considered material by the Company, An application for Shares under the is not made to persons or places to which, may cause actual results or events to be Offer can only be made on an application or in which, it would not be lawful to make materially different from those expressed, form which accompanies this Prospectus such an offer of securities. No action has implied or projected in any forward-looking been taken to register the Offer under this (Application Form). The Corporations statement. Any forward-looking statement Prospectus or otherwise permit the Offer Act prohibits any person passing onto in this Prospectus is qualified by this to be made in any jurisdiction outside another person an Application Form cautionary statement. unless it is attached to a hard copy of Australia. The distribution of this Prospectus This Prospectus includes information this Prospectus or it accompanies the in jurisdictions outside Australia may be regarding the past performance of the complete and unaltered electronic restricted by law in those jurisdictions Company. A reference to past performance version of this Prospectus. and therefore persons who come into possession of this Prospectus should is not indicative of future performance. Persons wishing to apply for Shares seek advice on and observe any of these pursuant to the Offer must do so using restrictions. Failure to comply with these the relevant Application Form attached restrictions may violate securities laws. to or accompanying this Prospectus. Electronic Prospectus period of up to seven days. The purpose Miscellaneous An electronic version of this Prospectus of the Exposure Period is to enable this Photographs used in this Prospectus can be downloaded from the Company’s Prospectus to be examined by ASIC and are for illustration only and should not website at www.cosmogold.com.au. market participants prior to the raising be interpreted to mean that the assets If you access the electronic version of funds under the Offer. This Prospectus or items shown in them are owned by of this Prospectus, you should ensure will be made generally available to the Company or that people depicted that you download and read the entire Australian residents during the Exposure are employees of the Company. Prospectus. The electronic version of this Period without an Application Form by All references to “$”, “AUD”, “dollar” and Prospectus is only available to Australian being posted on the Company’s website “cents” are references to Australian currency residents and must only be accessed from www.cosmogold.com.au. Applications unless otherwise stated. All references within Australia. You may obtain a hard received during the Exposure Period will to time relate to the time in Melbourne, copy of this Prospectus free of charge not be processed until after the expiry Victoria, Australia. by contacting the Company Secretary, of the Exposure Period. No preference Andrew Draffin, on +61 3 8611 5333 will be conferred on any Applications A number of terms and abbreviations used between 8.30am and 5.30pm AEDT. received during the Exposure Period. in this Prospectus have defined meanings which appear in Section 14. Investment Decision No Financial Forecasts This Prospectus does not provide investment The Directors have considered the matters or financial advice. set out in ASIC Regulatory Guide 170 and, although the Directors have confidence You should seek your own investment or in the proposed activities of the Company, financial advice. The Offer contained in this believe that they do not have a reasonable Prospectus does not take into account your basis to forecast future earnings on the investment objectives, financial situation or basis that the operations of the Company particular needs. It is important that you are inherently uncertain. Accordingly, any read this Prospectus carefully and in full forecast or projection information would before deciding to invest in the Company. contain such a broad range of potential In particular, in considering the prospects outcomes and possibilities that it is not of the Company, you should consider the possible to prepare a reliable best risk factors that could affect the financial estimate forecast or projection. performance of the Company in light of your personal circumstances (including Competent Persons Statement financial and taxation issues) and seek The information in this Prospectus that professional advice from your accountant, relates to exploration targets, exploration stockbroker, lawyer or other professional results, mineral resources or ore reserves is adviser before deciding whether to invest. based on, and fairly represents, information compiled by Mr Philip Ash, a Competent No Cooling-off Rights Person who is a member of the Australasian There are no cooling-off rights in relation Institute of Geoscientists. Mr Ash is the to an investment in Shares acquired under Managing Director of the Company and has this Prospectus.