PURA VIDA ENERGY NL ACN 150 624 169 PROSPECTUS For an offer of up to 20,000,000 Shares at an issue price of $0.20 per Share to raise $4,000,000. IMPORTANT INFORMATION This is an important document that should be read in its entirety. 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. THE OFFER IS NOT UNDERWRITTEN LEAD MANAGER TO THE OFFER CO NT EN TS 1. CORPORATE DIRECTORY .............................................................................................. 2 2. IMPORTANT NOTICE ..................................................................................................... 3 3. LETTER TO INVESTORS ................................................................................................... 5 4. INVESTMENT OVERVIEW ............................................................................................... 6 5. DETAILS OF THE OFFER ................................................................................................ 20 6. COMPANY AND PROJECT OVERVIEW ....................................................................... 22 7. RISK FACTORS ............................................................................................................ 28 8. INDEPENDENT TECHNICAL SPECIALIST’S REPORT ....................................................... 31 9. INVESTIGATING ACCOUNTANT’S REPORT ............................................................... 104 10. SOLICITOR’S REPORT ON TITLE ................................................................................. 121 11. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE ................................... 127 12. MATERIAL CONTRACTS ............................................................................................ 136 13. ADDITIONAL INFORMATION .................................................................................... 144 14. DIRECTORS’ AUTHORISATION .................................................................................. 160 15. GLOSSARY ................................................................................................................ 161 1 1. CORPORATE DIRECTORY Directors Australian Solicitors Damon Neaves Steinepreis Paganin Managing Director Level 4, The Read Buildings 16 Milligan Street David Ormerod Perth WA 6000 Technical Director Telephone: (08) 9321 4000 Bevan Tarratt Facsimile: (08) 9321 4333 Non-Executive Chairman Moroccan Lawyers – Solicitor’s Report Company Secretary on Title Chen Chik Ong Naciri & Associés Allen & Overy Twin Center - Tour A, 7th floor Registered Office Corner of Bds Zerktouni and Massira Al Khadra Hemisphere Corporate Services Casablanca Level 8 20070 Casablanca – Maroc 225 St Georges Terrace Perth WA 6000 Telephone: +212 520 478 000 Facsimile: +212 520 478 100 Telephone: + 61 8 9486 4036 Facsimile: +61 8 9321 4333 Share Registry* Email: [email protected] Security Transfer Registrars Pty Ltd Website: www.puravidaenergy.com.au 770 Canning Highway Applecross WA 6153 Corporate Advisor Telephone: +61 8 9315 2333 Hemisphere Corporate Services Pty Ltd Facsimile: +61 8 9315 2233 Level 8, 225 St Georges Terrace Perth WA 6000 Independent Geologist Telephone: +61 8 9486 4036 RISC Operations Pty Ltd Facsimile: +61 8 9486 4799 1138 Hay Street West Perth WA 6005 Lead Manager to the Offer Telephone: +61 8 9420 6660 CPS Securities Facsimile: +61 8 9420 6690 Level 34, Exchange Plaza 2 The Esplanade Perth WA 6000 Proposed ASX Code Investigating Accountant PVD BDO Corporate Finance (WA) Pty Ltd 38 Station Street Subiaco WA 6008 * This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus. 2 2. IMPORTANT NOTICE This Prospectus is dated 18 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 this Prospectus relates. No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered highly speculative. 2.1 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. You should be aware that this examination may result in the identification of deficiencies in this 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 applications lodged prior to the expiry of the Exposure Period. 2.2 Web Site – Electronic Prospectus A copy of this Prospectus can be downloaded from the website of the Company at www.puravidaenergy.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this 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. You may obtain a hard copy of this Prospectus free of charge by contacting the Company. 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 Website No document or information included on our website is incorporated by reference into this Prospectus. 3 2.4 Forwarding-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 our Company, the Directors and our management. We cannot and do 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. We have 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. These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 7 of this Prospectus. 2.5 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 show endorses the Prospectus or its contents or that the assets shown in tem are owned by the Company. Diagrams used in this prospectus are illustrative only and may not be drawn to scale. 4 3. LETTER TO INVESTORS Dear Investor, On behalf of the directors of Pura Vida Energy NL (Company ), I am delighted to invite you to become a shareholder of the Company. The story of Pura Vida begins in Morocco, where we have partnered with the Moroccan national oil company to explore the Mazagan Offshore Area which has the potential to contain over a billion barrels of oil. The Company has a substantial acreage position off the Atlantic coast of Morocco. Significant progress has already been made in identifying dr illing targets. The Company has over 3,500 square kilometres of modern, high quality 3D seismic data over the Mazagan Area and has an impressive inventory of prospects and leads, many of which are supported by Direct Hydrocarbon Indicators ( DHI’s ). The Tou bkal prospect has emerged from our technical work as a leading drilling candidate. Toubkal has been independently estimated as having a mean resource potential of nearly 800mmbbl. Toubkal is a possible analogue to t he Jubilee oil field offshore Ghana , the largest discovery made in West Africa in the past decade. Following the Jubilee discovery in 2007, there have been numerous discoveries in West Africa drilling