EZENET LIMITED (TO BE RENAMED “ORO VERDE LIMITED”) ACN 083 646 477 PROSPECTUS For an offer of up to 25,000,000 Shares at an issue price of $0.20 per Share to raise up to $5,000,000. Oversubscriptions of up to a further 10,000,000 Shares at an issue price of $0.20 per Share to raise up to a further $2,000,000 may be accepted. The Offer includes a Priority Offer of up to 10,000,000 Shares to Shareholders registered as at the Priority Offer Record Date. The Offer is conditional upon Shareholders approving, at the Annual General Meeting to be held on 28 November 2011, a change in nature and scale of activities, consolidation of capital, and the issue of the Shares offered by this Prospectus. Please refer to Section 4.2 of this Prospectus for further details. IMPORTANT INFORMATION This 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. All references to the Shares in this Prospectus are made on the basis that the 1:3 Consolidation for which Shareholder approval will be sought at the Annual General Meeting held on 28 November 2011, has taken effect. This is an important document that should be read in its entirety. For personal use only If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered highly speculative . CHANGE IN NATURE AND SCALE OF ACTIVITIES AND RE-COMPLIANCE WITH CHAPTERS 1 AND 2 OF THE ASX LISTING RULES The Company has historically focused on marketing and selling technology enabling access to the internet via television sets as well as providing digital movies to the hospitality and mining industries. As announced to the ASX on 2 June 2011 and 10 June 2011, the Company entered into two acquisition agreements (Acquisition Agreements ) pursuant to which it has agreed, subject to Shareholder approval, to acquire an initial 20% interest in the Chuminga copper and gold project in northern Chile ( Chuminga Project ) (with the option to acquire the remaining 80%), and a 100% interest in the Vega gold project in Chile ( Vega Project ). Please refer to Section 3.20 of this Prospectus for further details of the Acquisition Agreements. The acquisition of the Projects will result in a significant change in the nature and scale of the Company’s activities which requires approval of its Shareholders under Chapter 11 of the ASX Listing Rules. The Company has convened an Annual General Meeting to be held on 28 November 2011 to seek Shareholder approval for, amongst other approvals, the acquisitions pursuant to the Acquisition Agreements and the change in the nature and scale of the Company’s activities. The Offer under this Prospectus is conditional on receipt of such Shareholder approval. The Company’s securities will remain suspended from trading on ASX from the date of the Annual General Meeting and will not be reinstated until satisfaction of the conditions to the Offer and ASX approving the Company’s re-compliance with the admission requirements of Chapters 1 and 2 of the ASX Listing Rules. There is a risk that the Company may not be able to meet the requirements of ASX for re- quotation on the ASX. In the event the conditions to the Offer are not satisfied or the Company does not receive conditional approval for re-quotation on ASX then the Company will not proceed with the Offer and will repay all application monies received. IMPORTANT NOTICE This Prospectus is dated 2 November 2011 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates. The expiry date of this Prospectus is at 5.00pm WST on that date which is 13 months after the date this Prospectus was lodged with the ASIC (Expiry Date ). No securities may be issued on the basis of this Prospectus after the Expiry Date. Application will be made to ASX within seven days after the date of this Prospectus for Official Quotation of the Shares the subject of 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 For personal use only 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. It is important that investors 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 RISK FACTORS Potential investors should consider that an investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus. For further information in relation to the risk factors of the Company please refer to the summary in the Investment Overview Section and Section 6 of the Prospectus. COMPETENT PERSON’S STATEMENT The information in Sections 2, 3 and 5 of this Prospectus that relates to Exploration Results is based on information compiled by Dr Brad Farrell who is a Member of the Australasian Institute of Mining and Metallurgy. Dr Farrell has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Minerals Resources and Ore Reserves'. Dr Farrell consents to the inclusion in Sections 2, 3 and 5 of this Prospectus of the matters based on his information in the form and context in which it appears. 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 endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams in this Prospectus have been prepared by officers of the Company and are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the date of this Prospectus. WEB SITE – ELECTRONIC PROSPECTUS A copy of this Prospectus can be downloaded from the website of the Company at www.ezenet.com.au. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia. The Corporations Act prohibits any person passing onto another person an application form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company. CONSOLIDATION UNLESS STATED OTHERWISE, ALL REFERENCES TO SECURITIES OF THE COMPANY AS SET OUT IN THIS PROSPECTUS ARE ON THE BASIS THAT THE 1:3 CONSOLIDATION (FOR WHICH APPROVAL WILL BE SOUGHT AT THE ANNUAL GENERAL MEETING) HAS OCCURRED. For personal use only 3 CO NT EN TS 1. CORPORATE DIRECTORY .............................................................................................. 5 2. CHAIRMAN’S LETTER ..................................................................................................... 6 3. INVESTMENT OVERVIEW ............................................................................................... 9 4. DETAILS OF THE OFFER ................................................................................................ 28 5. COMPANY AND PROJECT OVERVIEW ....................................................................... 33 6. RISK FACTORS ............................................................................................................ 37 7. INDEPENDENT GEOLOGIST’S REPORT ......................................................................... 41 8. INVESTIGATING ACCOUNTANT’S REPORT ................................................................. 78 9. SOLICITOR’S REPORT ON MINING CONCESSIONS .................................................... 95 10. CORPORATE GOVERNANCE .................................................................................... 113 11. ADDITIONAL INFORMATION .................................................................................... 124 12. DIRECTORS’ AUTHORISATION .................................................................................. 136 13. GLOSSARY ................................................................................................................ 137 For personal use only 4 1. CORPORATE DIRECTORY Directors Registered Office Wolf Martinick (Chairman and Managing Level 1 Director) 30 Richardson Street West Perth WA 6005 Brad Farrell (Technical Director) Telephone: + 61 8 9481 2555 Ross O’Dea (Non Executive Director) Email: David Ward (Non Executive Director) [email protected] Company Secretary Website: http://www.ezenet.com.au