Replacement Prospectus Riversgold Ltd | ACN 617 614 598 For an offer of up to 40,000,000 Shares at an issue price of A$0.20 each to raise up to A$8,000,000 This Prospectus has been issued to provide information on the offer of up to 40,000,000 Shares to be issued at a price of A$0.20 per Share to raise up to A$8,000,000 (before costs). The minimum subscription under the offer is A$5,000,000. This is a replacement prospectus dated 11 August 2017. It replaces a prospectus dated 4 August 2017 relating to an offer of fully paid ordinary shares of Riversgold Ltd. It is proposed that the Offer will close at 5.00pm (WST) on 1 September 2017. The Directors reserve the right to close the Offer earlier or to extend this date without notice. Applications must be received before that time. This is an important document and requires your immediate attention. It should be read in its entirety. Please consult your professional adviser(s) if you have any questions about this document. Investment in the Shares offered pursuant to this Prospectus should be regarded as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 8 for a summary of the key risks associated with an investment in the Shares. Corporate Directory Directors Lawyers (Australia) Roderick Webster – Non-Executive Chairman DLA Piper Australia Allan Kelly – Managing Director Level 31, Central Park Jeffrey Foster – Non-Executive Director 152-158 St Georges Terrace Perth WA 6000 Australia Company Secretary Kevin Hart Lawyers (Cambodia) Sarin & Associates Registered Office No. 13, First Floor, Street 29, Suite 8, 7 The Esplanade Sangkat Tonle Bassac, Khan Chamkar Morn Mount Pleasant WA 6153 Australia Phnom Penh Cambodia Share Registry* Lawyers (Alaska) Computershare Investor Services Pty Limited J. P. Tangen, Attorney at Law (P. C.) Level 11, 172 St Georges Terrace 1600 A Street, Suite 310 Perth WA 6000 Australia Anchorage, AK 99501 USA Auditor* Independent Accountant HLB Mann Judd (WA Partnership) BDO Corporate Finance (WA) Pty Ltd Level 4, 130 Stirling Street 38 Station Street Perth WA 6000 Australia Subiaco WA 6008 Australia Proposed Stock Exchange Listing Independent Technical Expert Australian Securities Exchange (ASX) CSA Global Pty Ltd Proposed ASX Code: RGL Level 2, 3 Ord Street West Perth WA 6005 Australia * These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus. This is a replacement prospectus dated 11 August 2017. It replaces a prospectus dated 4 August 2017 relating to an offer of fully paid ordinary shares of Riversgold Ltd. Indicative Timetable Contents 4 August 2017 Important Notice 2 Lodgement of Prospectus with ASIC Letter from the Chairman 5 Investment Overview 6 11 August 2017 Lodgement of replacement 1. Details of Offer 13 prospectus with ASIC 2. Company Overview 17 3. Board, Management and Corporate Governance 39 14 August 2017 4. Financial Information 44 Opening Date of the Offer 5. Independent Accountant’s Report 58 1 September 2017 6. Independent Technical Report 63 Closing Date of the Offer 7. Independent Solicitor Reports 198 6 September 2017 8. Risk Factors 257 Issue of Shares under the Offer 9. Material Contracts 263 and Acquisitions 10. Additional Information 266 11. Authorisation 274 7 September 2017 Despatch of holding statements 12. Glossary of Terms 275 Application Form 279 11 September 2017 Expected date for quotation on ASX The above dates are indicative only and may change without notice. The Company reserves the right to amend the timetable at any time. This is a replacement prospectus dated 11 August 2017. It replaces a prospectus dated 4 August 2017 relating to an offer of fully paid ordinary shares of Riversgold Ltd. Riversgold Ltd Prospectus 1 Important Notice This replacement prospectus is dated, and was lodged such restrictions may constitute a violation of applicable with ASIC on, 11 August 2017. It replaces the prospectus securities laws. This Prospectus does not constitute an offer issued by the Company dated 4 August 2017 and lodged of Shares in any jurisdiction where, or to any person to with ASIC on that date. Neither ASIC nor ASX (or their whom, it would be unlawful to issue this Prospectus. respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which Speculative Investment this Prospectus relates. The expiry date of this Prospectus The Shares offered pursuant to this Prospectus should be is 5.00pm WST on that date which is thirteen (13) months considered highly speculative. There is no guarantee that after the date this Prospectus was lodged with ASIC. No the Shares offered pursuant to this Prospectus will make a Shares will be issued on the basis of this Prospectus after return on the capital invested, that dividends will be paid on that expiry date. the Shares or that there will be an increase in the value of the Shares in the future. Application will be made to ASX within seven (7) days of the date of this Prospectus for Official Quotation of the Prospective investors should carefully consider whether the Shares offered pursuant to this Prospectus are an Shares the subject of the Offer. appropriate investment for them in light of their personal No person is authorised to give any information or to make circumstances, including their financial and taxation any representation in connection with the Offer, other position. Refer to Section 8 for details relating to the key than as is contained in this Prospectus. Any information risks applicable to an investment in the Shares. or representation not contained in this Prospectus should not be relied on as having been made or authorised by the Using this Prospectus Company or the Directors in connection with the Offer. Persons wishing to subscribe for Shares offered by this Prospectus should read this Prospectus in its entirety in It is important that you read this Prospectus in its entirety order to make an informed assessment of the assets and and seek professional advice where necessary. The Shares liabilities, financial position and performance, profits and the subject of this Prospectus should be considered highly losses, and prospects of the Company and the rights and speculative. liabilities attaching to the Shares offered pursuant to this Prospectus. If persons considering subscribing for Shares No Exposure Period offered pursuant to this Prospectus have any questions, Pursuant to ASIC Corporations (Exposure Period) Instrument they should consult their stockbroker, solicitor, accountant 2016/74, this Prospectus is not subject to an exposure period. or other professional adviser for advice. Electronic Prospectus and Application Forms Privacy Statement This Prospectus will generally be made available in To apply for Shares you will be required to provide certain electronic form by being posted on the Company’s website personal information to the Company and the Share Registry. at www.riversgold.com.au. Persons having received a copy The Company and the Share Registry will collect, hold of this Prospectus in its electronic form may obtain an and use your personal information in order to assess your additional paper copy of this Prospectus and the relevant Application, service your needs as an investor, provide facilities Application Form (free of charge) from the Company’s and services that you request and carry out appropriate registered office during the Offer Period by contacting administration. The Corporations Act and taxation law requires the Company. Contact details for the Company and some of this personal information to be collected. If you do details of the Company’s registered office are detailed not provide the information requested, your Application may in the Corporate Directory. The Offer constituted by this not be able to be processed efficiently, or at all. Prospectus in electronic form is only available to persons By submitting an Application Form, each Applicant agrees receiving an electronic version of this Prospectus and that the Company may use the information provided by relevant Application Form within Australia. an Applicant on the Application Form for the purposes Applications will only be accepted on the relevant detailed in this Privacy Statement and may disclose it for Application Form attached to, or accompanying, this those purposes to the Share Registry, the Company’s related Prospectus or in its paper copy form as downloaded in its bodies corporate, agents, contractors and third party entirety from www.riversgold.com.au. The Corporations Act service providers, including mailing houses and professional prohibits any person from passing on to another person the advisers, and to ASX and regulatory authorities. Application Form unless it is accompanied by or attached If an Applicant becomes a Shareholder, the Corporations to a complete and unaltered copy of this Prospectus. Act requires the Company to include information about the Shareholder (including name, address and details of the Prospective investors wishing to subscribe for Shares under Shares held) in its public register. The information contained the Offer should complete the Application Form. If you do in the Company’s public register must remain there even not provide the information required on the Application if that person ceases to be a Shareholder. Information Form, the Company may not be able to accept or process contained in the Company’s register is also used to facilitate your Application. distribution payments and corporate communications Website (including the Company’s financial results, annual reports and other information that the Company may wish to No document or information included on the Company’s communicate to its Shareholders) and compliance by the website is incorporated by reference into this Prospectus.