ARIKA RESOURCES LIMITED — Capital/Financing Update 2016

Jun 8, 2016

METALICITY LIMITED ACN 086 839 992

PROSPECTUS

For the offer of up to 1,000 Shares in the capital of the Company at an issue price of $0.07 per Share to raise up to $70 (before expenses).

This Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares issued by the Company prior to the Closing Date. This includes the Shares referred to in the announcement lodged by the Company on ASX on 6 June 2016.

IMPORTANT NOTICE

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

The Shares offered under this Prospectus should be considered speculative.

TABLE OF CONTENTS

1.	CORPORATE DIRECTORY ............................................................................................... 1
2.	TIMETABLE AND IMPORTANT NOTES .............................................................................. 2
3.	DETAILS OF THE OFFER ................................................................................................... 4
4.	PURPOSE AND EFFECT OF THE OFFER ............................................................................ 7
5.	RIGHTS AND LIABILITIES ATTACHING TO SHARES ......................................................... 9
6.	RISK FACTORS .............................................................................................................. 12
7.	ADDITIONAL INFORMATION ........................................................................................ 19
8.	DIRECTORS’ AUTHORISATION ...................................................................................... 28
9.	DEFINITIONS ................................................................................................................. 29

1. CORPORATE DIRECTORY

Directors

Registered Office

Matthew Gauci (Managing Director) 6 Outram Street Andrew Daley (Non-Executive Chairman) West Perth WA 6005 Christopher Bain (Non-Executive Director) Mathew Longworth (Non-Executive Telephone: + 61 8 9324 1053 Director) Facsimile: +61 8 9324 3366 Company Secretary Email: info@metalicity.com.au Website: www.metalicity.com.au

Neil Hackett

Share Registry* Solicitors Link Market Services Limited Steinepreis Paganin Level 4, 152 St Georges Terrace Lawyers and Consultants Perth WA 6000 Level 4, The Read Buildings 16 Milligan Street Telephone: +61 1300 554 474 Perth WA 6000 Facsimile: +61 2 9287 0303

Auditor*

Stantons International Level 2, 1 Walker Avenue Perth WA 6005

• These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only.

2. TIMETABLE AND IMPORTANT NOTES

2.1 Timetable

Action	Date
Lodgement of Prospectus with the ASIC and ASX	8 June 2016
Opening Date	8 June 2016
Closing Date*	5:00pm WST on 15 June 2016
Expected date of Official Quotation of the Shares	17 June 2016

• The Directors reserve the right to bring forward or extend the Closing Date at any time after the Opening Date without notice. As such, the date the Shares are expected to commence trading on ASX may vary with any change in the Closing Date.

2.2 Important Notes

This Prospectus is dated 8 June 2016 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

The Offer is only available to those who are personally invited to accept the Offer. Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.

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.

2.3 Web Site – Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.metalicity.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

2.4 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 6 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.

2.5 Overseas Investors

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions constitutes a violation of those laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue in this Prospectus.

2.6 Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offer described in this Prospectus which is not contained in this Prospectus. Any information not so contained may not be relied upon as having been authorised by the Company or any other person in connection with the Offer. You should rely only on information in this Prospectus.

3. DETAILS OF THE OFFER

3.1 Offer

Under this Prospectus, the Company invites investors specifically identified by the Directors to apply for up to 1,000 Shares at an issue price of $0.07 per Share to raise up to $70 (before expenses).

The Offer will only be extended to specific parties on invitation from the Directors. Application Forms will only be provided by the Company to these parties. All of the Shares offered under this Prospectus will rank equally with Shares on issue at the date of this Prospectus.

3.2 Objective

On 6 June 2016, the Company announced that it will undertake a placement to sophisticated and professional investors at an issue price of $0.07 to raise approximately $3,000,000 (before costs) ( Placement ). The Placement will result in the issue of 42,900,000 Shares and will be conducted pursuant to the Company’s existing placement capacity. It is anticipated that the Placement will be completed prior to the Closing Date.

The primary purpose of this Prospectus is to remove any trading restrictions that may have attached to Shares issued by the Company prior to the Closing Date. This is because the Company completed a change of nature and scale of its activities last year, as a result of which its securities were voluntarily suspended from trading on ASX for in excess of 5 trading days, accordingly the Company is not able to issue a “cleansing notice”.

The Company is seeking to raise only a nominal amount of $70 under this Prospectus and, accordingly, the purpose of this Prospectus is not to raise capital. Relevantly, section 708A(11) of the Corporations Act provides that a sale offer does not need disclosure to investors if:

• (a) the relevant securities are in a class of securities that are quoted securities of the body; and

• (b) either:

• (i) a prospectus is lodged with the ASIC on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or

• (ii) a prospectus is lodged with ASIC before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and

• (c) the prospectus is for an offer of securities issued by the body that are in the same class of securities as the relevant securities.

3.3

Application for Shares

Applications for Shares must be made by investors at the direction of the Company and must be made using the Application Form accompanying this Prospectus.

Payment for the Shares must be made in full at the issue price of $0.07 per Share.

Completed Application Forms and accompanying cheques must be mailed or delivered to the Company as follows:

Delivery by hand	Delivery by post
6 Outram Street West Perth WA 6005	PO Box 1227 West Perth WA 6872

Cheques should be made payable to “ Metalicity Limited – Share Offer Account ” and crossed “ Not Negotiable ”. Completed Application Forms and cheques must reach the address set out above by no later than the Closing Date.

3.4 Minimum subscription

There is no minimum subscription.

3.5

Issue of Shares

Issue of Shares under the Offer will take place as soon as practicable after the Closing Date. Application moneys will be held in a separate subscription account until the Shares are issued. This account will be established and kept by the Company in trust for each Applicant. Any interest earned on the application moneys will be for the benefit of the Company and will be retained by the Company irrespective of whether any Shares are issued and each Applicant waives the right to claim any interest.

The Directors will determine the recipients of all the Shares. The Directors reserve the right to reject any application or to allocate any Applicant fewer Shares than the number applied for.

Where the number of Shares issued is less than the number applied for, the surplus moneys will be returned by cheque as soon as practicable after the Closing Date. Where no issue of Shares is made, the amount tendered on application will be returned in full by cheque as soon as practicable after the Closing Date. Interest will not be paid on moneys refunded.

3.6 ASX listing

Application for Official Quotation of the Shares offered pursuant to this Prospectus will be made within 7 days of the date 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.

3.7 Restrictions on the distribution of the Prospectus

The distribution of this Prospectus outside the Commonwealth of Australia may be restricted by law.

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.

Residents of countries outside Australia should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed should they wish to make an application to take up Shares on the basis of this Prospectus. The return of a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all approvals and consents have been obtained.

3.8

Enquiries

Any questions concerning the Offer should be directed to Neil Hackett, Company Secretary, on +61 8 9324 1053.

4. PURPOSE AND EFFECT OF THE OFFER

4.1 Purpose of the Offer

The primary purpose of this Prospectus is to remove any trading restrictions that may have attached to Shares issued by the Company prior to the Closing Date (including prior to the date of this Prospectus). All of the funds raised from the Offer will be applied towards the expenses of the Offer. Refer to Section 7.7 of this Prospectus for further details relating to the estimated expenses of the Offer.

As set out above in section 3.2, the Company has recently announced the Placement. The funds raised pursuant to the Placement are intended to be used as follows:

Item	Proceeds of the Offer	Full Subscription ($)	%
1.	Exploration	2,000,000	66.60
2.	Expenses of the Offer1	211,239	7.03
3.	Working capital	791,761	26.37
	Total	3,003,000	100

Notes:

1. Refer to Section 7.8 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 (including exploration success or failure) 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.

4.2 Effect of the Offer on capital structure

The effect of the Offer on the Company’s capital structure is set out below.

Shares1	Number
Shares currently on issue (including the Shares issued pursuant to the Placement)2	423,044,654
Shares offered under this Prospectus3	1,000
Total Shares on issue on completion of the Offer	423,045,654

Notes:

1. The rights and liabilities attaching to the Shares are summarised in Section 5 of this Prospectus.

2. 19,375,000 Shares are subject to escrow restrictions comprising of 14,375,000 Shares escrowed until 3 September 2016 and 5,000,000 Shares escrowed until 6 October 2017.

3. This assumes the Offer is fully subscribed and no Options are exercised.

Options	Number
Options currently on issue: (Unquoted exercisable at $0.04 on or before 11/03/2017) (Unquoted exercisable at $0.08 on or before 11/03/2017)	1,000,000 1,000,000

(Unquoted exercisable at $0.12 on or before 11/03/2017) (Unquoted exercisable at $0.03 on or before 31/12/2019) (Unquoted exercisable at $0.04 on or before 31/12/2019) (Unquoted exercisable at $0.08 on or before 31/12/2019) (Unquoted exercisable at $0.10 on or before 31/12/2019) (Unquoted exercisable at $0.12 on or before 31/12/2019) (Unquoted exercisable at $0.025 on or before 23/07/2020) (Unquoted exercisable at $0.03 on or before 23/07/2020) (Unquoted exercisable at $0.04 on or before 23/07/2020) (Unquoted exercisable at $0.025 on or before 10/12/2020) (Unquoted exercisable at $0.03 on or before 10/12/2020) (Unquoted exercisable at $0.04 on or before 10/12/2020) (Unquoted exercisable at $0.05 on or before 10/12/2020)

1,000,000 2,000,000 6,000,000 3,000,000 1,000,000 3,000,000 11,500,0001 11,500,0001 11,500,0001 2,000,000 10,050,000 10,050,000 8,050,000

Total Options on issue after completion of the Offer2

82,650,000

Notes:

1. Escrowed until 6 October 2017.

2. 4,000,000 Options with an exercise price of $0.06 and an expiry date 3 years from the date of issue will be issued in consideration of a fee owing to an unrelated third party.

Convertible Notes	Number
Convertible Notes currently on issue	5001
Total Convertible Notes on issue after completion of the Offer	500

Notes:

1. Each Convertible Note has a face value of $1,000 which may convert into Shares if not redeemed prior to the maturity date (being 14 September 2017) at a price equal to the 20 day VWAP starting on the day on which the trading in the Shares on the ASX recommenced following the Company’s re-compliance with Chapters 1 and 2 of the ASX Listing Rules (being 5 October 2015) and as adjusted pursuant to the terms of the Convertible Notes.

4.3 Financial effect of the Offer

After expenses of the Offer and Placement of approximately $211,239, there will be no proceeds from the Offer. The expenses of the Offer and Placement (exceeding $70) will be met from the Company’s existing cash reserves.

As such, the Offer will have an effect on the Company’s financial position, being receipt of funds of $70 less costs of preparing the Prospectus of approximately $211,169.

The Placement will increase the cash reserves of the Company by $3 million (before costs).

5. 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.

5.1

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.

5.2

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).

5.3

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.

5.4

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.

5.5 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.

5.6

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.

5.7 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.

5.8 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.

5.9 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.

6. RISK FACTORS

6.1 Introduction

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.

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.

6.2 Company specific

(a) Exploration costs

The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.

(b)

Exploration success

The Company’s tenements are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

There can be no assurance that exploration of the tenements, or any other licences 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. As announced on 10 May 2016, the Company has commenced an accelerated $1,000,000 lithium exploration program across four project areas in Western Australia. The key focus of the initial phase of this program is the systematic sampling and mapping of the central outcropping pegmatites at Stannum which form part of the Pilgangoora South Project. This work is set to generate drill targets for a maiden drilling program planned to commence at Stannum as soon as licences are granted and requisite approvals for drilling have been obtained. There is a risk however that these licences and approvals will not be granted.

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 the Company’s current projects and obtaining all required approvals for its activities. In the event that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the Company’s current projects, a reduction in the cash reserves of the Company and possible relinquishment of the tenements comprising the Company’s current projects.

(c) Tenement applications and licence renewal

The Company currently has several tenement application pending and the Company cannot guarantee these additional applications for tenements will ultimately be granted, in whole or in part. Further, the Company cannot guarantee that renewals of valid tenements will be granted on a timely basis, or at all. The Company has yet to receive regulatory and environmental approval to convert its exploration licences into production concessions. There is a risk that these approvals may not be obtained.

(d)

Tenure and access

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.

Tenements 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.

(e)

Mine development

Possible future development of a mining operation at any of the Company’s current projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

If the Company commences production, its operations may be disrupted by a variety of risks and hazards which are beyond its control, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement of hazardous weather conditions and fires, explosions or accidents. No assurance can be given that the Company

will achieve commercial viability through the development or mining of its projects and treatment of ore.

(f)

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, including supply and demand fluctuations for precious and base metals, general economic activity, costs of production of other mineral producers, technological advancements, forward selling activities and other macro-economic factors.

If the relevant commodity price falls below or remains below the Company’s costs of production for that commodity for any sustained period due to these or other factors and events, the Company’s exploration and production could be delayed or even abandoned. A delay in exploration or production or the abandonment of one or more of the Company’s existing projects may require the Company to write down its mineral reserves and may have a material adverse effect on the Company’s production, earnings and financial position.

Furthermore, international prices of various commodities are denominated in United 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.

(g)

Aboriginal Heritage sites

Tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) ( WA Heritage Act ). The WA Heritage Act makes it an offence to alter or damage sacred ritual or ceremonial Aboriginal sites and areas of significance to Aboriginal persons. The Minister’s consent is required where any use of land is likely to result in the excavation, alteration or damage to an Aboriginal site or any objects on or under that site.

The Company is aware of one existing Aboriginal heritage site on the tenements comprising the Rocky Gully Project. This site is acknowledged in the heritage agreement dated 11 October 2005 between Atriplex Ltd, the Wagyl Kaip People and the South West Land and Sea Council. In addition, other unregistered Aboriginal heritage sites on the Company’s existing or future tenements may exist, and these would also be protected by the WA Heritage Act.

The existence of Aboriginal heritage sites within the Projects may lead to restrictions on the areas that the Company will be able to explore and mine.

(h) Native Title

In relation to tenements which the Company has an interest in or may in the future acquire an interest in, 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.

All of the tenements comprising the Admiral Bay, Rocky Gully and Rocky Gully East Projects are within the external boundaries of native title claims. Three claims relate to the Rocky Gully and Rocky Gully East Projects and are yet to be determined by the Federal Court. Of these three, only two are registered on the National Native Title Register. The Karajarri People are the recognised traditional owners of an area totalling 30,372sq km which includes the Admiral Bay Project area. The determination, handed down in February 2002, also recognised the existence of existing mining leases which form part of the Admiral Bay Project.

The Company is now bound by two Native Title, Heritage Protection and Mineral Exploration Agreements for Karajarri Lands with the Kimberley Land Aboriginal Council in respect of the two of the tenements comprising the Admiral Bay Project.

The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

(i)

Equipment and availability

The Company’s ability to undertake mining and exploration activities is dependent upon its ability to source and acquire appropriate mining equipment. Equipment is not always available and the market for mining equipment experiences fluctuations in supply and demand. If the Company is unable to source appropriate equipment economically or at all then this would have a material adverse effect on the Company's financial or trading position.

(j)

Development Risk

On 7 April 2016, the Company announced that its scoping study on the Admiral Bay Zinc Project in Western Australia was progressing ( Scoping Study ). The additional work required by the Scoping Study is expected to be completed in the coming months and the outcomes presented to the market thereafter.

The Scoping Study is dependent on, and may be affected by, a number of factors including, failure to determine whether a potentially viable mining operation exists, determination of unfavourable geological conditions, unanticipated technical and operational factors encountered when examining extraction methods, complexities determined with respect to operating plant and equipment, unexpected shortages or increases in the price of consumables, cost overruns, risk of access to the required level of funding and contracting risks from third parties providing essential services.

6.3 Industry specific

(a) Environmental

The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s

activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or noncompliance with environmental laws or regulations.

The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive.

Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

(b) Operations

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 and 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.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

6.4 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) Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

(e) 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.

(a) Regulatory Risks

The Company’s exploration and development activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, conditions including environmental

compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development, production and rehabilitation activities.

Obtaining necessary permits can be a time consuming process and there is a risk that the Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company’s activities or forfeiture of one or more of the Tenements.

6.5

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.

7. ADDITIONAL INFORMATION

7.1 Litigation

The Company has been named as the second defendant in proceedings filed in the Supreme Court of NSW relating to the M-Cor modular hip system. The Company denies all liability. The Company continues to rely on the DoCA, which was effectuated on 23 November 2011, for its full force and effect. The DoCA was posted on the ASX on 20 July 2011. The Company disposed of all of its business of designing, developing, engineering, manufacturing, marketing, selling and servicing the Equator+ and M-Cor product lines on 27 March 2009.

As at the date of this Prospectus the Company has executed a Deed of Settlement and Release and is awaiting the plaintiff to counter sign. The Company has confirmed that this may not occur until the next directions hearing before the Supreme Court of NSW which is scheduled for 9 June 2016.

7.2 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 the 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 or an ASIC office during normal office hours.

Details of documents lodged 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
09/06/2016	AMEC Conference Presentation
08/06/2016	Becoming a substantial holder
08/06/2016	Ceasing to be a substantial holder
08/06/2016	Notice under ASX LR3.10.5A
07/06/2016	Appendix 3B
06/06/2016	Lithium MOU and $3m Placement
03/06/2016	Change in Substantial Holding
03/06/2016	Admiral Bay Strike Extended to 130km
01/06/2016	Lithium Exploration Projects Update
12/05/2016	Company Presentation
10/05/2016	Accelerated $1m Lithium Exploration Program
02/05/2016	Change of Share Registry
29/04/2016	Quarterly Activities Report
29/04/2016	Quarterly Cashflow Report
28/04/2016	New High Priority Gold Targets Identified at Rocky Gully
19/04/2016	Appendix 3B
11/04/2016	Response to ASX Aware Letter
07/04/2016	Admiral Bay Zinc Project Scoping Study Update

Date	Description of Announcement
05/04/2016	Response to ASX Price Query
30/03/2016	High Lithium Assays and Spodumene at Pilgangoora South
24/03/2016	Trading Halt
22/03/2016	Company Presentation Update
22/03/2016	Greenbushes Regional Lithium Project Update
17/03/2016	Change in substantial holding
17/03/2016	High Priority Graphite Targets Identified
15/03/2016	Half Yearly Report and Accounts
08/03/2016	Presentation to China Battery Association
04/03/2016	Appendix 3B
01/03/2016	Extensive Pegmatites Confirmed at Pilgangoora District WA
24/02/2016	Company Presentation
24/02/2016	Admiral Bay Zinc Project Resource Upgraded by 15%
22/02/2016	Appendix 3B
18/02/2016	Appendix 3B
18/02/2016	Management Q&A on Zinc and Lithium Project Developments
17/02/2016	Patersons Securities Limited Initiates Coverage
09/02/2016	Further Lithium Exploration Projects Acquired in WA
02/02/2016	New Additional Lithium Exploration Projects in WA
29/01/2016	Quarterly Activities Report
29/01/2016	Quarterly Cashflow Report
25/01/2016	Lithium Exploration Commences in Pilgangoora District
21/01/2016	Lithium Exploration and Mining Expert Appointed
20/01/2016	Replacement Appendix 3Y
19/01/2016	High Priority Lithium Targets in Pilgangoora District
18/01/2016	Appendix 3B
13/01/2016	New Graphite Projects in Munglinup District WA
04/01/2016	Change of Director's Interest Notice
30/12/2015	New Lithium Project in Pilgangoora District
17/12/2015	Significant New Zinc Mineralisation at Admiral Bay
14/12/2015	Change of Director's Interest Notice
14/12/2015	Change of Director's Interest Notice
14/12/2015	Change of Director's Interest Notice
14/12/2015	Change of Director's Interest Notice
14/12/2015	Appendix 3B
01/12/2015	Change of Director's Interest Notice

Date	Description of Announcement
27/11/2015	Results of Meeting
27/11/2015	2015AGM Investor Presentation
27/11/2015	Chairman's Address to Shareholders
25/11/2015	Scoping Study on Track at Admiral Bay
23/11/2015	Thick High Grade Zinc at Admiral Bay
04/11/2015	Change of Director's Interest Notice
28/10/2015	Notice of Annual General Meeting/Proxy Form
28/10/2015	Quarterly Activities Report
28/10/2015	Quarterly Cashflow Report
15/10/2015	Admiral Bay Zinc Project Strike Extended to 55km
13/10/2015	Metalicity Research Report
09/10/2015	Change of Director's Interest Notice
07/10/2015	Rocky Gully Nickel Exploration Commences
06/10/2015	Admiral Bay Zinc Project Scoping Study Commences
05/10/2015	Securities Trading Policy
05/10/2015	Corporate Governance Statement
05/10/2015	Pre-Quotation Disclosures
05/10/2015	Constitution
05/10/2015	Appendix 1A incl Information Form and Checklist & Annex I
05/10/2015	Market Release - PQD
05/10/2015	Market Release - Reinstatement - 6 October 2015
05/10/2015	ASX Notice - Reinstatement to Official Quotation - 6 Oct
30/09/2015	Update on Reinstatement of the Company's Securities
15/09/2015	Admiral Bay Zinc Project Acquisition and Funding Complete
15/09/2015	Investor Presentation
19/08/2015	Admiral Bay Zinc Project Acquisition Update
30/07/2015	Change of Director's Interest Notice
30/07/2015	Replacement Appendix 3Y
30/07/2015	Change of Director's Interest Notice
30/07/2015	Change of Director's Interest Notice
30/07/2015	Admiral Bay Zinc Project Acquisition Update
27/07/2015	Annual Report to shareholders

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

www.metalicity.com.au.

7.3 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 most recent dates of those sales were:

	Price	Date
Highest	$0.102	3 June 2016
Lowest	$0.05	7 April 2016
Last	$0.076	7 June 2016

7.4 Directors’ Interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of the Company;

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer pursuant to this Prospectus; or

• (c) the Offer,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner or director, either to induce them to become, or to qualify them as, a Director or otherwise for services rendered by them or by the firm in connection with the formation or promotion of the Company or 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 is set out in the table below.

Director	Shares	Options
Andrew Daley1	1,845,245	12,750,000
Matthew Gauci2	11,726,927	25,500,000
Christopher Bain3	870,000	10,200,000
Mathew Longworth	Nil	10,200,000

Notes:

1. 1,845,245 Shares and 12,750,000 Options are held by Mr Andrew Daley and Mrs Ineke Daley of which Mr Daley is a trustee and a beneficiary.

2. 1,012,500 Shares and 25,500,000 Options are held directly by Mr Gauci, 9,589,427 Shares are held indirectly by Macrocon Pty Ltd of which Mr Gauci is a director and beneficiary, and 1,125,000 Shares are held indirectly by Mr Gauci’s spouse.

3. 870,000 Shares and 10,200,000 Options are held by Minadco Pty Ltd of which Mr Bain is a director and beneficiary.

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.

The following table shows the total (and proposed) annual remuneration paid to both executive and non-executive directors.

Director	2016	2015	2014
Andrew Daley	$105,094	$78,595	$44,631
Matthew Gauci	$371,500	$273,708	$175,000
Christopher Bain	$64,275	$39,298	$34,893
Mathew Longworth1	$64,275	$33,546	Nil

Notes:

1. Appointed on 29 September 2014.

7.5 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.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer and Placement. The Company estimates it will pay Steinepreis Paganin approximately $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 $321,586.59 (excluding GST and disbursements) for legal services provided to the Company.

7.6

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; and

• (b) to the maximum extent permitted by law, expressly disclaims and takes 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.

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.

7.7 Estimated expenses of Offer

The total expenses of the Offer and Placement are estimated to be approximately $211,239 as follows:

Expense	($)
ASIC Fees	2,320
ASX Fees	9,769
Legal Fees	15,000
Corporate Advisory Fees	30,000
Placement Fee	150,150
Miscellaneous, printing and other expenses	4,000
Total	211,239

7.8 Electronic Prospectus

ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please phone the Company on +61 8 9324 1053 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.

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 Prospectus or any of those documents were incomplete or altered.

7.9 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.

7.10 Privacy Act

If you complete an application for Shares, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, 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 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.

8. 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.

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Matthew Gauci Managing Director For and on behalf of Metalicity Limited

9. DEFINITIONS

• $ means Australian dollars.

Applicant means an investor who applies for Shares pursuant to the Offer.

Application Form means an application form either attached to or accompanying this Prospectus.

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 in Section 2.1 of this Prospectus (unless extended or brought forward).

Company means Metalicity 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.

Offer means the offer of Shares referred to in the “Details of the Offer” Section of this Prospectus.

Official Quotation means official quotation on ASX.

Opening Date means the opening date of the Offer as specified in the timetable set out in Section 2.1 of this Prospectus (unless varied).

Option means an option to acquire a Share.

Placement means the placement of 42,900,000 Shares to sophisticated and professional investors to raise approximately $3,000,000 as announced on 6 June 2016.

Prospectus means this prospectus.

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

Shareholder means a shareholder of the Company.

Share Registry means Link Market Services Limited (ACN 083 214 537).

WST means western standard time as observed in Perth, Western Australia.