ARIKA RESOURCES LIMITED - Capital/Financing Update 2014

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Listed on the Australian Securities Exchange (“PLD”) ACN 086 839 992 Level 9, 575 Bourke Street Melbourne VIC 3000 Phone: +61 3 9606 3888 | Fax: +61 3 9606 3399

Manager 21 July 2014 Companies Announcement Office Australian Securities Exchange

Rights Issue

Attached is the Entitlement and Acceptance Document together with the prospectus which has been sent today to shareholders recorded on the Company’s Register on the record day – 16 July 2014.

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David Nairn Company Secretary.

For all enquiries:

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PLD Corpora on Limited
ABN 92 086 839 992
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Phone:

(within Australia) (03) 9606 3888 (outside Australia) +61 3 9606 3888 Web:

www.investorcentre.com.au

Make your payment:

See overleaf for details of the Offer and how to make your payment

Non-Renounceable Entitlement Offer — Entitlement and Acceptance Form

 [Your payment must be received by 5.00pm (WST) on 5 August 2014]

This is an important document that requires your immediate attention. It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

Step 1: Registration Name

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.

Step 2: Make Your Payment

You can apply to accept either all or part of your Entitlement. Enter the number of New Shares you wish to apply for and the amount of payment for those New Shares.

If you take up your Entitlement in full, you may also apply for additional New Shares which may be available under any Shortfall. By making your payment you confirm that you agree to all of the terms and conditions as detailed in the Prospectus dated 9 July 2014.

Choose one of the payment methods shown below.

BPAY ®: See overleaf. Do not return the payment slip if you are paying by BPAY .

By Mail: Complete the reverse side of the payment slip and detach and return with your payment. Make your cheque or bank draft payable in Australian dollars to " PLD Corporation Limited " and cross " Not Negotiable ". The cheque must be drawn from an Australian bank. Cash is not accepted.

Payment will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques received may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the payment slip below. Receipts will not be forwarded. Funds cannot be debited directly from your account.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

Turn overleaf for details of the Offer è

Payment Slip - See Overleaf

PLD Corporation Limited Non-Renounceable Entitlement Offer Payment must be received by 5.00pm (WST) on 5 August 2014

® Registered to BPAY Pty Limited ABN 69 079 137 518

186972_0_COSMOS_Sample_CA/000001/000001/i

Entitlement and Acceptance Form with Additional New Shares

Registration Name & Offer Details

[For your security keep your SRN/] HIN confidential.

Registration Name:

Entitlement No:

Offer Details:

Existing shares held and entitled to participate as at 16 July 2014:

Entitlement to New Shares on a 1 for 5 basis: Amount payable on acceptance at A$0.006 (0.6 cents) per New Share:

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Make Your Payment

Pay by Mail:

Biller Code: 235325 Ref No: 

Make your cheque or bank draft payable to "PLD Corporation Limited" and cross "Not Negotiable" . Return your cheque or bank draft with the payment slip below to: Computershare Investor Services Pty Limited GPO BOX 505 Melbourne VIC 3001 AUSTRALIA

Contact your financial institution to make your payment from your cheque or savings account.

Lodgement of Acceptance

If you are applying for New Shares and your payment is being made by BPAY, you do not need to return the slip below. Your payment must be received by no later than 3.00pm (WST) on 5 August 2014. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. Neither Computershare Investor Services Pty Limited (CIS) nor PLD Corporation Limited accepts any responsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.

If you are paying by cheque or bank draft the slip below must be received by CIS by no later than 5.00pm (WST) on 5 August 2014. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for shareholders in Australia. Other Eligible Shareholders will need to affix the appropriate postage. Return the slip below with cheque or bank draft attached. Neither CIS nor the Company accepts any responsibility if you lodge the slip below at any other address or by any other means.

Privacy Statement

The personal information you provide on this form is collected by CIS, as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third parties upon direction by the issuer where related to the issuer’s administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at http://www.computershare.com/au.

Detach here

Acceptance Payment Details

Entitlement taken up:

Number of Additional New Shares applied for (if any):

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Entitlement No:
Amount enclosed at A$0.006
(0.6 cents) per New Share: A$ .
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Payment must be received by 5.00pm (WST) on 5 August 2014

Contact Details

Contact Daytime Name Telephone Cheque Details Drawer Cheque Number BSB Number Account Number Amount of Cheque

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PLD CORPORATION LIMITED ACN 086 839 992

ENTITLEMENT ISSUE PROSPECTUS

For a non-renounceable entitlement issue of one (1) Share for every five (5) Shares held by those Shareholders registered at the Record Date at an issue price of $0.006 per Share to raise up to $578,832 before the costs of the raising (based on the number of Shares on issue as at the date of this Prospectus) ( Offer ).

The Offer is partially underwritten by Patersons Securities Limited ( Patersons or Underwriter ). Refer to Section 8.4.2 for details regarding the terms of the Underwriting Agreement.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Shares offered by this Prospectus should be considered as speculative.

1.	CORPORATE DIRECTORY .............................................................................................. 1
2.	TIMETABLE ..................................................................................................................... 2
3.	IMPORTANT NOTES ....................................................................................................... 3
4.	DETAILS OF THE OFFER .................................................................................................. 4
5.	PURPOSE AND EFFECT OF THE OFFER ........................................................................... 9
6.	RIGHTS AND LIABILITIES ATTACHING TO SHARES ...................................................... 12
7.	RISK FACTORS ............................................................................................................ 15
8.	ADDITIONAL INFORMATION ...................................................................................... 22
9.	DIRECTORS’ AUTHORISATION .................................................................................... 34
10.	GLOSSARY .................................................................................................................. 35

1. CORPORATE DIRECTORY

Directors

Registered Office

Mr Andrew Daley Non-Executive Chairman

Mr Matthew Gauci Managing Director Mr Chris Bain Non-Executive Director

Level 9, 575 Bourke Street Melbourne VIC 3000 Telephone: + 61 3 9606 3888 Facsimile: +61 3 9606 3800 Email: [email protected] Website: www.pldcorporation.com.au

Company Secretary

Mr David Nairn

Share Registry*

Solicitors

Computershare Investor Services Pty Ltd Steinepreis Paganin Level 2, 45 St Georges Terrace Lawyers and Consultants Perth WA 6000 Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

Telephone: +61 8 9323 2000 Facsimile: +61 8 9323 2033

Auditor*

Underwriter and Lead Manager

Stantons International Audit Patersons Securities Limited and Consulting Pty Ltd Level 23, Exchange Plaza Level 2, 1 Walker Street 2 The Esplanade West Perth WA 6005 Perth WA 6000

*This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus.

2. TIMETABLE
Lodgement of Prospectus with the ASIC			9 July 2014
Lodgement of Prospectus & Appendix 3B with ASX			9 July 2014
Notice sent to Optionholders			10 July 2014
Notice sent to Shareholders			10 July 2014
Ex date			14 July 2014
Record Date for determining Entitlements			16 July 2014
Prospectus sent out to Shareholders	&	Company	21 July 2014
announces this has been completed
Last day to extend the Offer Closing Date			30 July 2014
Closing Date*			5pm (WST) 5 August 2014
Shares quoted on a deferred settlement basis			6 August 2014
ASX notified of under subscriptions			7 August 2014
Issue date/Shares entered into Shareholders’ security			8 August 2014
holdings
Quotation of Shares issued under the Offer*			11 August 2014

*The Directors may extend the Closing Date by giving at least 3 Business Days notice to ASX prior to the Closing Date. As such the date the Shares are expected to commence trading on ASX may vary.

3. IMPORTANT NOTES

This Prospectus is dated 9 July 2014 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 3 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 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.

Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form or Shortfall Application Form.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

Risk factors

Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 7 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

4. DETAILS OF THE OFFER

4.1 The Offer

The Offer is being made as a non-renounceable entitlement issue of one (1) Share for every five (5) Shares held by Shareholders registered at the Record Date at an issue price of $0.006 per Share. Fractional entitlements will be rounded up to the nearest whole number.

Based on the capital structure of the Company as at the date of this Prospectus, (and assuming no existing Options are exercised prior to the record date) an estimated maximum of 96,472,028 Shares will be issued pursuant to this Offer to raise up to $578,832 before costs (with the exact amount to be determined subject to rounding of entitlements).

All of the Shares offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 6 for further information regarding the rights and liabilities attaching to the Shares.

The purpose of the Offer and the intended use of funds raised are set out in Section 5 of this Prospectus.

4.2 Minimum subscription

The minimum subscription in respect of the Offer is $320,000 (being the amount underwritten by the Underwriter). No shares will be issued until the minimum subscription has been received. If the minimum subscription is not achieved within 4 months after the date of issue of this Prospectus, the Company will either repay the Application monies to the Applicants or issue a supplementary prospectus or replacement prospectus and allow Applicants one month to withdraw their Application and be repaid their Application monies

4.3 Acceptance

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement. However you may apply for additional Shares under the Shortfall Offer by completing the relevant section of the Entitlement and Application Form. Refer to sections 4.3(c) and 4.8 for further information on applying for additional Shares pursuant to the Shortfall Offer.

You may participate in the Offer as follows:

(a) if you wish to accept your full Entitlement:
(i) complete the Entitlement and Acceptance Form; and
(ii) either attach your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the amount indicated on the Entitlement and Acceptance Form or, if paying by BPAY, follow the instructions in section 4.5 below; or
(b) if you only wish to accept part of your Entitlement:
(i) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and

(ii) either attach your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the appropriate application monies (at $0.006 per Share) or, if paying by BPAY, follow the instructions in section 4.5 below; or
(c) if you wish to accept your full Entitlement and subscribe for additional shares in excess of your Entitlement under the Shortfall Offer:
(i) follow the steps in section 4.3(a) to take up your full Entitlement;
(ii) additionally, complete the section on the Entitlement and Acceptance Form for subscription of Shares pursuant to the Shortfall Offer; and
(iii) either attach your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the amount indicated on the Entitlement and Application Form plus the appropriate application monies in respect of any Shortfall applied for or, if paying by BPAY, follow the instructions in section 4.5 below; or
(d) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

4.4 Payment by cheque/bank draft

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to PLD Corporation Limited – Entitlement Issue Account” and crossed “Not Negotiable”.

Your completed Entitlement and Acceptance Form and cheque must reach the Company’s share registry no later than WST on the Closing Date.

4.5 Payment by BPAY®

For payment by BPAY®, please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY®:

(a) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and
(b) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of Shares which is covered in full by your application monies.

It is your responsibility to ensure that your BPAY® payment is received by the share registry by no later than (WST) on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any application monies received for more than your final allocation of Shares (only where the amount is $1.00 or greater) will be refunded. No interest will be paid on any application monies received or refunded.

The Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer all or part of their Entitlement.

4.6 Underwriting

The Offer is partially underwritten by the Underwriter. Refer to Section 8.4.2 of this Prospectus for details of the terms of the underwriting. Mr Matthew Gauci has agreed to sub-underwrite the Offer for $20,000. Mr Gauci has entered into a subunderwriting agreement direct with the Underwriter.

Patersons has also been appointed as Lead Manager to the Placement and the Offer ( Capital Raising ). The terms of the appointment of the Lead Manager is summarised in Section 8.4.1 of this Prospectus.

4.7 Effect on control of the Company

The Underwriter is not a shareholder of the Company and is not a related party of the Company for the purpose of the Corporations Act. To the extent the Underwriter is issued Shares pursuant to the underwriting and its effect on the Company under several scenarios is set out in the table below.

Event	Shares held by Underwriter	Voting power of Underwriter
Date of Prospectus	Nil	0%
Completion of Entitlement Issue
• Fully subscribed	Nil	0%
• 75% subscribed	Nil	0%
• 60% subscribed	Nil	0%
• 50% subscribed	5,097,333	0.95%
• 0% subscribed	53,333,334	9.95%

Note:

Based on the capital structure of the Company of 482,360,141 Shares and incorporates the recent Placement.

The number of shares held by the Underwriter and its voting power in the table above show the potential effect of the underwriting of the Offer. However, it is unlikely that no shareholders, other than the Underwriter, will take up entitlements under the Offer. The underwriting obligation and therefore voting power of the Underwriters will reduce by a corresponding amount for the amount of entitlements under the Offer taken up by the other shareholders.

In addition, Shareholders should note that if they do not participate in the Offer, their holdings are likely to be diluted by approximately 16.67% (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). Examples of how the dilution may impact Shareholders is set out in the table below:

Holder	Holding as at Record date	% at Record Date1	Entitlements under the Offer	Holdings if Offer not taken Up	% post Offer 2
Shareholder 1	10,000,000	2.1%	2,000,000	10,000,000	1.7%
Shareholder 2	5,000,000	1.04%	1,000,000	5,000,000	0.86%
Shareholder3	1,500,000	0.3%	300,000	1,500,000	0.26%
Shareholder 4	400,000	0.08%	80,000	400,000	0.07%
Shareholder5	50,000	0.01%	10,000	50,000	0.0086%
Total	482,360,141		96,472,028	578,832,169

Notes:

Based on the capital structure of the Company of 482,360,141 Shares and incorporates the recent Placement.
Based on the capital structure following completion of the Offer of 578,832,169 Shares and assumes the Offer and the Placement are fully subscribed.
Assumes no Options are exercised.
The dilutionary effect shown in the table is the maximum percentage on the assumption that those Entitlements not accepted are placed under the Shortfall Offer. In the event all Entitlements are not accepted and some or all of the resulting Shortfall was not subsequently placed, the dilution effect for each Shareholder not accepting their Entitlement would be a lesser percentage.

4.8 Shortfall Offer

Any Entitlement not taken up pursuant to the Offer will form the Shortfall Offer.

The Shortfall Offer is a separate offer made pursuant to this Prospectus and will remain open for up to three months following the Closing Date. The issue price for each Share to be issued under the Shortfall Offer shall be $0.006 being the price at which Shares have been offered under the Offer.

As set out above, Shareholders wishing to apply for Shares under the Shortfall Offer in addition to their Entitlement should complete the relevant section in the Entitlement and Acceptance Form. All valid applications under the Shortfall Offer will be considered by the Company however the Directors reserve the right to issue Shortfall Shares at their absolute discretion.

4.9 ASX listing

Application for Official Quotation of the Shares offered pursuant to this Prospectus will be made in accordance with the timetable set out at the commencement of this Prospectus. If ASX does not grant Official Quotation of the Shares offered pursuant to this Prospectus before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

4.10 Issue of Shares

Shares issued pursuant to the Offer will be issued in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus.

Shares issued pursuant to the Shortfall Offer will be issued on a progressive basis. Where the number of Shares issued is less than the number applied for, or where no issue is made surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the closing date of the Shortfall Offer.

Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

Holding statements for Shares issued under the Offer will be mailed in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus and for Shortfall Shares issued under the Shortfall Offer as soon as practicable after their issue.

4.11 Overseas shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Shares will not be issued to Shareholders with a registered address which is outside Australia or New Zealand.

The Offer is being made in New Zealand pursuant to the Securities Act (Overseas Companies) Exemption Notice 2013.

Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement under the Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations.

4.12 Enquiries

Any questions concerning the Offer should be directed to David Nairn, Company Secretary, on (03) 9606 3888.

5. PURPOSE AND EFFECT OF THE OFFER

5.1 Purpose of the Offer

The purpose of the Offer is to raise up to $578,832.

The funds raised from the Offer are planned to be used in accordance with the table set out below:

Item	Proceeds of the Offer	Full Subscription ($)	%
1.	Geochemical Sampling at the Rocky Gully Nickel Copper Project	$25,000	4.3%
2.	Geophysics at the Rocky Gully Nickel Copper Project	$ 36,448	6.3%
3.	RC Drilling Program at M20, Rocky Gully Nickel Project	$250,000	43.2%
4.	Expenses of the Offer1	$101,111	17.47%
5.	Healthcare Joint Venture	$117,500	20.3%
6.	Working capital	$48,773	8.43%
	Total	$578,832	100%

Notes:

Refer to Section 8 of this Prospectus for further details relating to the estimated expenses of the Offer.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

5.2 Effect of the Offer

The principal effect of the Offer, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date, will be to:

(a) increase the cash reserves by $477,721 (after deducting the estimated expenses of the Offer) immediately after completion of the Offer; and
(b) increase the number of Shares on issue from 482,360,141 as at the date of this Prospectus to 578,832,169 Shares.

5.3 Pro-forma balance sheet

The unaudited balance sheet as at 30 April 2014 and the unaudited pro-forma balance sheet as at 30 April 2014 shown below have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position.

The pro-forma balance sheet has been prepared assuming all Entitlements are accepted, no Options are exercised prior to the Record Date and including expenses of the Offer.

The pro-forma balance sheet has been prepared to provide investors with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

	UNAUDITED 30-4-2014	PROFORMA 30-4-2014
CURRENT ASSETS
Cash1	307,049	1,234,770
Other current assets	19,292	19,292
TOTAL CURRENT ASSETS	326,341	1,254062

NON-CURRENT ASSETS
Exploration1	129,358	129,358
Intangible Asset	50,000	50,000
Tenement Bond	10,000	10,000
TOTAL NON-CURRENT ASSETS	189,358	189,358

TOTAL ASSETS	515,699	1,443,420

CURRENT LIABILITIES
Creditors and borrowings	69,774	69,774
TOTAL CURRENT LIABILITIES	69,774	69,774

TOTAL LIABILITIES	69,774	69,774

NET ASSETS (LIABILITIES)	445,925	1,373,646

EQUITY
Share capital	34,451,682	35,379,403
Options Reserve	27,505	27,505
Retained loss	(34,033,262)	(34,033,262)
TOTAL EQUITY	445,925	1,373646

Notes:

Prior to the Rights Issue the Company made a placement to sophisticated shareholders of 75,000,000 shares at $0.006 which raised $450,000. The result of this is to increase cash and share capital by that amount which is included in the proforma balance sheet together with the results from the Rights Issue.

5.4 Effect on capital structure

The effect of the Offer on the capital structure of the Company, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date, is set out below.

	Number
Shares currently on issue Shares issued pursuant to the Placement Shares offered pursuant to the Offer Total Shares on issue after completion of the Offer	407,360,141
	75,000,000
	96,472,028
	578,832,169

Options

	Number
Options currently on issue:
Unquoted options exercisable at $0.01 on or before 31-12-2014	60,000,000
Unquoted exercisable at $0.02,.04and .06 on or before 31-12-2015	30,000,000
Unquoted exercisable at $0.2,.04 and .06 on or before 16-12-2016	22,500,000
Unquoted exercisable at $0.02,.04 and .06 on or before 11-3-2017	6,000,000
Total Options on issue after completion of the Offer	118,500,000

The capital structure on a fully diluted basis as at the date of this Prospectus would be 600,860,141 Shares and on completion of the Offer (assuming all Entitlements are accepted and no Options are exercised prior to the Record Date) would be 697,332,169 Shares.

5.5 Details of substantial holders

Based on publicly available information as at the date of this prospectus, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

Shareholder	Shares	%
Mr Hugh Warner	37,941,667	9.32%
Ranchland Holdings Pty Ltd	26,300,000	6.46%

In the event all Entitlements are accepted there will be no change to the substantial holders on completion of the Offer.

6. RIGHTS AND LIABILITIES ATTACHING TO SHARES

The following is a summary of the more significant rights and liabilities attaching to Shares being offered pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

6.1 General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution of the Company.

6.2 Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders:

(a) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(c) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

6.3 Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

6.4 Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability.

6.5 Shareholder liability

As the Shares issued will be fully paid shares, they will not be subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

6.6 Transfer of shares

Generally, shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the ASX Listing Rules.

6.7 Future increase in capital

The issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of Securities contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

6.8 Variation of rights

Under section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

6.9 Alteration of constitution

In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

7. RISK FACTORS

7.1 Introduction

(a) The Shares offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.
(b) There are specific risks which relate directly to the Company’s business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

7.2 Company specific

(a) Dilution

Upon implementation of the Offer, assuming the Placement is fully subscribed, all Entitlements are accepted and no Options are exercised prior to the Record Date the number of Shares in the Company will increase from 482,360,141 currently on issue (including the Placement) to 578,832,169. This means that each Share will represent a significantly lower proportion of the ownership of the Company.

It is not possible to predict what the value of the Company or a Share will be following the completion of the Offer being implemented and the Directors do not make any representation as to such matters.

The last trading price of Shares on ASX prior to the prospectus being lodged of $0.009 is not a reliable indicator as to the potential trading price of Shares after implementation of the Offer.

(b) Operating risks

As a Company intending to commercialise and exploit technology (whilst also assessing new opportunities both in related and unrelated segments), the Company’s current and future operations may be affected by a range of factors, including:

(i) unexpected shortages or increases in the costs of labour, consumables, spare parts, plant and equipment;
(ii) inability to obtain necessary licences, consents or approvals; and
(iii) inability to adequately protect intellectual property or defend potential breaches of intellectual property.

The performance of the Company and its ability to successfully conduct its business activities is not guaranteed. The value of your capital may

not keep in pace with inflation, which reduces the purchasing power of your money. The investment strategy, process and guidelines are to be executed on a best endeavours basis only. The Company, its Directors, officers and employees cannot be held accountable, except to the extent required by law, for any breaches or omissions.

(c)

Contractors and service providers

The Directors are unable to predict the risk of financial failure, default, insolvency or other managerial failure by any of the contractors used by the Company in any of its activities; or insolvency or other managerial failure by any of the other service providers used by the Company for any activity. Such events could adversely impact on the Company’s operations.

(d) Joint Venture Risks

The Company may make strategic investments in complementary businesses, or enter into strategic partnerships or alliances with third parties in order to enhance its business.

On 2 July 2014, the Company entered into a term sheet with InnovateOz Pty Ltd in relation to a proposed joint venture over a biomechanical analysis tool for orthopaedic patients.

The future viability and success of any of the joint ventures entered into by the Company or its subsidiaries or any future joint ventures entered into by the Company or its subsidiaries could be affected by the financial failure or default of any of the joint venture participants.

7.3 Technology Risks

(a) Technology

The Company operates in the medical equipment and technology sector. The Company has previously been innovative in its product offerings and range. The frequency and speed of technological change in this sector means that a third party product with alternative technology to the technology on which the Company’s products are based could be brought to market.

(b) Intellectual property

The Company’s patents have lapsed or been abandoned and it may not be possible to reinstate them. Securing rights to intellectual property, and in particular patents, is an integral part of securing potential product value for the Company. Competition in renewing and sustaining protection of intellectual property and the complex nature of some intellectual property can lead to expensive and lengthy disputes, including patents disputes, for which there can be no guaranteed outcome.

(c) Competition risk

There is significant competition in the biomedical technology industry generally. There is no assurance that competitors will not succeed in developing products that are more effective or economic than the

products manufactured or developed by the Company, or which would render the products obsolete and/or otherwise uncompetitive.

The Company may be unable to compete successfully against future competitors where aggressive policies are employed to capture market share. Such competition could result in price reductions, reduced gross margins and loss of market share, any of which could materially adversely affect the Company’s future business, operating results and financial position.

(d) Regulatory approval

The regulatory environment for biomedical devices is demanding, complex, time consuming and very expensive and as such there is no certainty that the applications for regulatory approval for products developed by the Company will be successful

7.4 Exploration and Development Risks

(a) General

The Company is currently exploring for Nickel Copper deposits in the Albany-Fraser Belt region of Western Australia. The tenements are at various stages of exploration, and shareholders should understand that mineral exploration and development are high-risk undertakings.

There can be no assurance that exploration of the tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company.

The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to its tenements and obtaining all required approvals for its activities. There may be significant delays and uncertainty in connection with the Company being granted the required approvals and tenure to undertake its proposed activities. In the event that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the tenements, a reduction in the cash reserves of the Company and possible relinquishment of the tenements.

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or future applications for production tenements will be approved.

(b) West Australian tenements

The tenements comprising the West Australian projects are subject to the applicable mining acts and regulations in Western Australia. The renewal of the term of a granted tenement is also subject to the

discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

In relation to the tenements in which the Company has an interest or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Interests in tenements in Western Australia are governed by the mining acts and regulations of that state and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in the tenements comprising the West Australian projects if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

(c)

Operating risks

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits; failure to achieve predicted grades in exploration and mining; operational technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment; mechanical failure or plant breakdown; unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions; industrial and environmental accidents; industrial disputes; and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

(d) Resource Risks

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

(e) Commodity Price Volatility and Exchange Rate Risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technical

advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of various commodities are denominated in Unites States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

(f)

Environmental Risks

The Company is subject to environmental laws and regulations in connection with operations it may pursue in the mining industry, which operations are currently in Western Australia. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws. However, the Company may be the subject of accidents or unforeseen circumstances that could subject the Company to extensive liability.

Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations that may be adopted in the future, including whether any such laws or regulations would materially increase the Company’s cost of doing business or affect its operations in any area.

7.5 General risks

(a) Economic

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

(b) Market conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

general economic outlook;
introduction of tax reform or other new legislation;
interest rates and inflation rates;
changes in investor sentiment toward particular market sectors;
the demand for, and supply of, capital; and
terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in

general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(c) Additional requirements for capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

(d) Security investments

Applicants should be aware that there are risks associated with any investment in securities. Securities listed on the stock market have experienced extreme price and volume fluctuations that have often been unrelated to the operating performances of such companies. These factors may materially affect the market price of securities regardless of the Company’s performance.

(e) Legislative changes, government policy and approvals

Changes in government regulations and policies may adversely affect the financial performance of the Company. The Company's capacity to carry out its operations may be affected by changes in government policy, which are beyond the Company’s control.

(f) Other projects

The Company may look to complete other investments and acquisitions in the future, the details of which are not known at the date of this Prospectus. Those acquisitions and investments will carry their own set of risks.

(g) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

7.6 Speculative investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

8. ADDITIONAL INFORMATION

8.1 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

8.2 Continuous disclosure obligations

The Company is a “disclosing entity” (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

This Prospectus is a “transaction specific prospectus”. In general terms a “transaction specific prospectus” is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and

(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:
(i) the annual financial report most recently lodged by the Company with the ASIC;
(ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and
(iii) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

Details of documents lodged by the Company with ASX since the date of lodgement of the Company’s latest annual financial report and before the lodgement of this Prospectus with the ASIC are set out in the table below.

Date	Description of Announcement
08/07/2014	New Significant VMS Copper Target at Rocky Gully
08/07/2014	Appendix 3B and Cleansing Notice re Placement
03/07/2014	Capital Placement and Non-Renounceable Issue
01/07/2014	Trading Halt
30/06/2014	Highly Anomalous Nickel Copper Zone at Rocky Gully
26/06/2014	Rocky Gully Nickel Copper Exploration Commences
24/06/2014	Acquisition of Nickel Project Database
18/06/2014	Company Presentation
17/06/2014	Priority Nickel Copper Targets at Rocky Gully North
11/06/2014	Priority Nickel Targets at Rocky Gully East
05/06/2014	Drilling of Nickel Copper Targets Approved at Rocky Gully
04/06/2014	Pilbara iron Ore Project Application
03/06/2014	Assays Confirm Nickel Copper Zone at Rocky Gully
02/06/2014	Cancellation of Unlisted Options
21/05/2014	Highly Anomalous Nickel Copper Zone at Rocky Gully
13/05/2014	Rocky Gully Nickel Exploration Commences
06/05/2014	Rocky gully Update
29/04/2014	Appendix 4C - quarterly
15/04/2014	Rocky Gully Exploration Update
20/03/2014	Breakaway Research Report

Date	Description of Announcement
17/03/2014	Amended Appendix 3B and Cleansing Notice
13/03/2014	PLD Investor Presentation
12/03/2014	Rocky Gully Ni-Cu Sulphides in Historical Drilling
11/03/2014	Appendix 3B
28/02/2014	Half Yearly Report and Accounts
11/02/2014	Exploration Management Appointments
28/01/2014	Company Activity Update
28/01/2014	Appendix 4C - quarterly
23/01/2014	Rocky Gully Ni-Cu project Option Extended
14/01/2014	Response to ASX Price Query
06/01/2014	Change of Director's Interest Notice
06/01/2014	Appendix 3B
06/01/2014	Revised Appendix 3Y
27/12/2013	Change of Director’s interest Notice
20/12/2013	Research Report
19/12/2013	Rocky Gully Update
28/11/2013	Results of Meeting
28/11/2013	Chairman’s and Managing Director’s Presentation to AGM
15/11/2013	Rocky Gully Nickel Copper Exploration Update
31/10/2013	Appendix 4C

ASX maintains files containing publicly available information for all listed companies. The Company’s file is available for inspection at ASX during normal office hours.

The announcements are also available through the Company’s website pldcorporation.com.au

8.3 Market price of shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest, lowest and last market sale prices of the Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest	$0.009	3 June,2014
Lowest	$0.0048	15 April 2014
Last	$0.007	8 July 2014

8.4 Material contracts

The following are summaries of the significant terms of the material agreements which relate to the business of the Company.

8.4.1 Mandate Letter

On 13 June 2014, the Company entered into an agreement with Patersons whereby Patersons have agreed to assist the Company as Lead Manager through a successful capital raising comprising a placement of up to 89,840,035 Shares and a non-renounceable rights issue ( Capital Raising ) and, subject to the execution of an underwriting agreement, to act as Underwriter ( Mandate ).

Pursuant to the Mandate, Patersons will be paid the following:

(a) a $40,000 lead manager fee (payable upon completion of the Offer);
(b) an underwriting fee of 6% (plus GST) of the total gross amount raised under the Offer; and
(c) out of pocket expenses directly related to the Capital Raising.

8.4.2 Underwriting Agreement

By an agreement between the Underwriter and the Company ( Underwriting Agreement ), the Underwriter agreed to partially underwrite the Offer for $320,000 ( Underwritten Amount ).

Pursuant to the Underwriting Agreement, the Company has agreed to pay the Underwriter a management fee of 6% of the total gross amount raised under the Offer and a corporate advisory fee of $40,000 (refer to 8.4.1(a) above).

The Underwriting Agreement is subject to standard conditions precedent.

The obligation of the Underwriter to underwrite the Offer is subject to industry standard events of termination including the following termination rights:

(a) ( Market conditions ) the Australian equity capital market conditions and/or ASX trading conditions are such that they are not, in the bona fide judgement of Patersons, conducive to the successful completion of this Mandate or other events beyond the control of Patersons are so material and adverse as to make it impracticable or inadvisable to proceed with the new equity issue on the terms and in the manner contemplated herein;
(b) ( Indices fall ): any of the All Ordinaries Index or the Small Ordinaries Index as published by ASX is at any time after the date of the Underwriting Agreement 10% or more below its respective level as at the close of business on the Business Day prior to the date of the Underwriting Agreement;
(c) ( Share Price ): the shares of the Company finish trading on the ASX under the code of “PLD” on any two consecutive trading days with a closing price that is less than the issue price of $0.006;
(d) ( Prospectus ): the Company does not lodge the Prospectus on the Lodgement Date or the Prospectus is withdrawn by the Company;
(e) ( Copies of Prospectus ): the Company fails to comply with clause 4.1(d) and such failure is not remedied within 2 days;
(f) ( No Official Quotation ): Official Quotation has not been granted by the date by which the Company must give notice of the shortfall to

Patersons or, having been granted, is subsequently withdrawn, withheld or qualified; or

( Supplementary prospectus ):

(i) Patersons forms the view on reasonable grounds that a supplementary or replacement prospectus should be lodged with ASIC for any of the reasons referred to in section 719 of the Corporations Act and the Company fails to lodge a supplementary or replacement prospectus in such form and content and within such time as Patersons may reasonably require; or
(ii) the Company lodges a supplementary or replacement prospectus without the prior written agreement of Patersons; or
(h) ( Non-compliance with disclosure requirements ): it transpires that the Prospectus does not contain all the information required by the Corporations Act:
(i) ( Misleading Prospectus ): it transpires that there is a statement in the Prospectus that is misleading or deceptive or likely to mislead or deceive, or that there is a material omission from the Prospectus (having regard to the provisions of sections 711, 713 and 716 of the Corporations Act) or if any statement in the Prospectus becomes or misleading or deceptive or likely to mislead or deceive or if the issue of the Prospectus is or becomes misleading or deceptive or likely to mislead or deceive;
(j) ( Restriction on allotment ): the Company is prevented from allotting the Underwritten Securities within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semigovernmental agency or authority;
(k) ( Withdrawal of consent to Prospectus ): any person (other than Patersons) who has previously consented to the inclusion of its, his or her name in the Prospectus or to be named in the Prospectus, withdraws that consent;
(l) ( ASIC application ): an application is made by ASIC for an order under section 1324B or any other provision of the Corporations Act in relation to the Prospectus, the Shortfall Notice Deadline Date has arrived, and that application has not been dismissed or withdrawn;
(m) ( ASIC hearing ): ASIC gives notice of its intention to hold a hearing under section 739 of the Corporations Act in relation to the Prospectus to determine if it should make a stop order in relation to the Prospectus or the ASIC makes an interim or final stop order in relation to the Prospectus under section 739 of the Corporations Act;
(n) ( Takeovers Panel ): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel;
(o) ( Hostilities ): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of this

agreement involving one or more of Australia, New Zealand, Japan, Russia the United Kingdom, the United States of America or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world;

(p) ( Authorisation ): any authorisation which is material to anything referred to in the Prospectus is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to Patersons;
(q) ( Indictable offence ): a director or senior manager of a the Company or its subsidiaries is charged with an indictable offence;
(r) ( Termination Events ): any of the following events occurs (provided Patersons is of the reasonable opinion that the event would, or would be likely to, have a material adverse effect or give rise to a liability of Patersons under the Corporations Act or otherwise):
(i) ( Default ): material default or breach by the Company under the Underwriting Agreement of any terms, condition, covenant or undertaking;
(ii) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect in a material way which results in a material adverse effect;
(iii) ( Contravention of constitution or Act ): a material contravention by the Company or its subsidiaries of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;
(iv) ( Adverse change ): an event occurs which gives rise to a material adverse effect or any adverse change or any development including a prospective adverse change after the date of the Underwriting Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of any Relevant Company including, without limitation, if any forecast in the Prospectus becomes incapable of being met or in Patersons' reasonable opinion, unlikely to be met in the projected time;
(v) ( Error in Due Diligence Results ): it transpires that any of the Due Diligence Results or any part of the Verification Material was false, misleading or deceptive or that there was an omission from them;
(vi) ( Significant change ): a "new circumstance" as referred to in section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor;
(vii) ( Public statements ): without the prior approval of Patersons a public statement is made by the Company in relation to the Offer, the Issue or the Prospectus;
(viii) ( Misleading information ): any information supplied at any time by the Company or any person on its behalf to Patersons in

respect of any aspect of the Offer or the Issue or the affairs of the Company or its subsidiaries is or becomes misleading or deceptive or likely to mislead or deceive;

(ix) ( Official Quotation qualified ): the Official Quotation is qualified or conditional other than as set out in the definition of "Official Quotation";
(x) ( Change in Act or policy ): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy;
(xi) ( Prescribed Occurrence ): a Prescribed Occurrence (as defined in the Underwriting Agreement) occurs, other than as disclosed in the Prospectus;
(xii) ( Suspension of debt payments ): the Company suspends payment of its debts generally;
(xiii) ( Event of Insolvency ): an Event of Insolvency (as defined in the Underwriting Agreement) occurs in respect of the Company or its subsidiaries;
(xiv) ( Judgment against a Relevant Company ): a judgment in an amount exceeding $25,000 is obtained against the Company or its subsidiaries and is not set aside or satisfied within 7 days;
(xv) ( Litigation ): material litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agreement commenced or threatened against the Company or its subsidiaries, other than any claims foreshadowed in the Prospectus;
(xvi) ( Board composition ): there is a change in the composition of the Board of the Company before Completion without Patersons consent;
(xvii) ( Change in shareholdings ): there is a material change in the major or controlling shareholdings of the Company or its subsidiaries or a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to the Company or its subsidiaries;
(xviii) ( Timetable ): there is a delay in any specified date in the Timetable which is greater than 7 Business Days;
(xix) ( Force Majeure ): a Force Majeure affecting the Company's business or any obligation under the Underwriting Agreement lasting in excess of 7 days occurs;
(xx) ( Certain resolutions passed ): the Company or its subsidiaries passes or takes any steps to pass a resolution under section 254N, section 257A or section 260B of the Corporations Act or a

resolution to amend its constitution without the prior written consent of Patersons;

(xxi) ( Capital Structure ): the Company or its subsidiaries alters its capital structure in any manner not contemplated by the Prospectus;
(xxii) ( Breach of Material Contracts ): any of the material contracts described in this Section 9 are terminated or substantially modified; or
(xxiii) ( Investigation ): any person is appointed under any legislation in respect of companies to investigate the affairs of a Related Company;
(xxiv) ( Market Conditions ): a suspension or material limitation in trading generally on ASX occurs or any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or other international financial markets;
(xxv) ( Delisting ): the Company is removed from the Official List.

The Underwriting Agreement also contains a number of indemnities, representations and warranties from the Company to the Underwriter that are considered standard for an agreement of this type.

8.4.3 Innovateoz Pty Ltd Term Sheet

On 2 July 2014, the Company entered into an agreement with InnovateOz Pty Ltd ( InnovateOz ) in relation to a proposed joint venture over a biomechanical analysis tool for orthopaedic patients ( Term Sheet ). It is proposed that the parties will establish an unincorporated joint venture where InnovateOz shall operate the joint venture and undertake the research and development.

The Company will invest A$5,000 as start-up costs prior to 31 July 2014 and will undertake due diligence to decide whether to proceed. If the Company proceeds, it is anticipated that a binding joint venture agreement be entered into with an initial investment by the Company of A$50,000 for product feasibility studies and a 10% interest in the joint venture. Further instalments of A$500,000 and A$1,000,000 respectively will be made at the Company’s discretion and based on certain milestones over a period up until 30 December 2018 with the Company’s interest increasing to 80% in the joint venture.

8.5 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or

(ii) the Offer; or

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

(d) as an inducement to become, or to qualify as, a Director; or
(e) for services provided in connection with:
(i) the formation or promotion of the Company; or
(ii) the Offer.

Security holdings

The relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus, together with their respective Entitlement, is set out in the table below.

Director	Shares	Options	Entitlement	$
Andrew Daley	2,290,407	15,000,000 a	None	Nil
Chris Bain	1,450,000	7,500,000 b	None	Nil
Matt Gauci	15,982,378	30,000,000 c	None	Nil

Notes:

Unlisted options with exercise prices of $0.02, $0.04 and $0.06 per share depending on the Company’s share price expiring 16 December 2016.
Unlisted options with exercise prices of $0.02, $0.04 and $0.06 per share depending on the Company’s share price expiring 16 December 2016.
Unlisted options with exercise prices of $0.02, $0.04 and $0.06 per share depending on the Company’s share price expiring 31 December 2015.

The Board recommends all Shareholders take up their Entitlement and advises that all Directors intend to take up their respective Entitlements.

Remuneration

The remuneration of an executive Director is decided by the Board, without the affected executive Director participating in that decision-making process. The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $500,000 per annum.

A Director may be paid fees or other amounts (ie non-cash performance incentives such as Options, subject to any necessary Shareholder approval) as the other Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. In addition, Directors are also entitled to be paid reasonable travelling,

hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

Director	2015	2014	2013
Andrew Daley	$60,000	$57,753	NIL
Chris Bain	$30,000	$28,876	NIL
Matt Gauci	$200,000	$174,999	$117,709

8.6 Interests of experts and advisers

Other than as set out below or elsewhere in this Prospectus, no:

(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(d) the formation or promotion of the Company;
(e) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer; or
(f) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(g) the formation or promotion of the Company; or
(h) the Offer.

Patersons will be paid a lead manager fee of $40,000 (payable upon completion of the Offer), a selling fee of 6% on the gross amount raised under the Placement and the Offer and any out of pocket expenses directly related to the Offer and the Placement.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin fees of $15,000 (excluding GST and disbursements) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has been paid fees totalling $31,647.50 (excluding GST and disbursements) for legal services provided to the Company.

8.7 Consents

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section;
(b) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section;
(c) Patersons Securities Limited has given its written consent to being named as underwriter and lead manager to the Offer in this Prospectus, in the form and context in which it is named;
(d) Patersons Securities Limited (including its related entities) is not a Shareholder of the Company and currently has no relevant interest in any of the Company’s securities;
(e) Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

8.8 Expenses of the offer

In the event that all Entitlements are accepted, the total expenses of the Offer are estimated to be approximately $101,111 (excluding GST) and are expected to be applied towards the items set out in the table below:

ASIC fees ASX fees Lead Manager fees Underwriting fees Legal fees Printing and distribution Miscellaneous Total	$ 2,290 3,656 40,000 34,730 15,000 3,500 1,935
	101,111

8.9 Electronic prospectus

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Forms. If you have not, please phone the Company on +61 3 9606 3888 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both. Alternatively, you may obtain a copy of this Prospectus from the Company’s website at www.pldcorporation.com.au.

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.

8.10 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing share certificates. The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

8.11 Privacy Act

If you complete an application for Shares, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and will use that information to assess your application, service your needs as a holder of equity securities in the Company, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

9. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

==> picture [117 x 57] intentionally omitted <==

_______ Matthew Gauci Managing Director For and on behalf of PLD Corporation Limited

10. GLOSSARY

$ means the lawful currency of the Commonwealth of Australia.

Applicant means a Shareholder who applies for Shares pursuant to the Offer or a Shareholder or other party who applies for Shortfall Shares pursuant to the Shortfall Offer.

Application Form means an Entitlement and Acceptance Form or Shortfall Application Form as the context requires.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the listing rules of the ASX.

ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

Board means the board of Directors unless the context indicates otherwise.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Closing Date means the date specified in the timetable set out at the commencement of this Prospectus (unless extended).

Company means PLD Corporation Limited (ACN 086 839 992).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Prospectus.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Offer.

Entitlement and Acceptance Form means the entitlement and acceptance form either attached to or accompanying this Prospectus.

Offer means the non-renounceable entitlement issue the subject of this Prospectus.

Official Quotation means official quotation on ASX.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Placement means the issue of 75,000,000 Shares to be issued by the Company under the Company’s placement capacity in accordance with ASX Listing Rule 7.1 and 7.1A prior to the Record Date.

Prospectus means this prospectus.

Record Date means the date specified in the timetable set out at the commencement of this Prospectus.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Shortfall means the Shares not applied for under the Offer (if any).

Shortfall Application Form means the shortfall application form either attached to or accompanying this Prospectus.

Shortfall Offer means the offer of the Shortfall on the terms and conditions set out in Section 4.8 of this Prospectus.

Shortfall Shares means those Shares issued pursuant to the Shortfall.

WST means Western Standard Time as observed in Perth, Western Australia.

AI assistant

ARIKA RESOURCES LIMITED — Capital/Financing Update 2014

64420_rns_2014-07-20_e7fc18a6-ddf2-4d82-b097-27ad6a94b3a3.pdf

Rights Issue

For all enquiries:

Phone:

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Non-Renounceable Entitlement Offer — Entitlement and Acceptance Form

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Step 1: Registration Name

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PLD CORPORATION LIMITED ACN 086 839 992

ENTITLEMENT ISSUE PROSPECTUS

IMPORTANT NOTICE

TABLE OF CONTENTS

1. CORPORATE DIRECTORY

Directors

Registered Office

Company Secretary

Share Registry*

Solicitors

Auditor*

Underwriter and Lead Manager

3. IMPORTANT NOTES

Risk factors

4. DETAILS OF THE OFFER

4.1 The Offer

4.2

Minimum subscription

4.3 Acceptance

4.4

Payment by cheque/bank draft

4.5 Payment by BPAY®

4.6 Underwriting

4.7 Effect on control of the Company

Note:

Notes:

4.8

Shortfall Offer

4.9

ASX listing

4.10 Issue of Shares

4.11 Overseas shareholders

4.12 Enquiries

5. PURPOSE AND EFFECT OF THE OFFER

5.1 Purpose of the Offer

Notes:

5.2 Effect of the Offer

5.3

Pro-forma balance sheet

Notes:

5.4 Effect on capital structure

Shares

Options

5.5 Details of substantial holders

6. RIGHTS AND LIABILITIES ATTACHING TO SHARES

6.1

General meetings

6.2

Voting rights

6.3

Dividend rights

6.4

Winding-up

6.5 Shareholder liability

6.6 Transfer of shares

6.7 Future increase in capital

6.8

ARIKA RESOURCES LIMITED Capital/Financing Update 2014