AUSMON RESOURCES LIMITED

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10 October 2016

Dear Shareholder,

We attach a Share Purchase Plan (“SPP”) Offer Document offering eligible shareholders, on the register at the Record Date (6 October 2016), to acquire fully paid ordinary shares in Ausmon Resources Limited at $0.007 per share. This price represents an 18.5% discount to the volume weighted average price of Company Shares for the last five days on which they were traded on the Australian Securities Exchange immediately prior to the announcement of the SPP on 7 October 2016.

This SPP provides eligible shareholders the opportunity to apply for up to $15,000 worth of shares (subject to any scale back) at $0.007 per share without incurring brokerage or other transaction costs.

After costs, proceeds from the SPP will be used for drilling within the Group’s exploration licences in NSW and for general working capital.

The SPP is fully underwritten by Patersons Securities Limited to the amount of $245,000.

We strongly recommend that you read the Offer Document and accompanying Application Form in full. You should seek independent legal and/or financial advice if you are in any doubt about the terms of the offer or whether to accept the offer.

We look forward to your support in subscribing for shares under the Share Purchase Plan.

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John Wang Managing Director

AUSMON RESOURCES LIMITED ABN 88 134 358 964

‘World Tower” Suite 1312, 87-89 Liverpool Street, Sydney NSW 2000 Australia. PO BOX 20188 World Square, NSW 2002 Australia

Tel: 61 2 9264 6988 Fax: 61 2 9283 7166 Email: [email protected] www.ausmonresources.com.au ASX code: AOA

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ACN 134 358 964

(“Company”)

SHARE PURCHASE PLAN 2016 OFFER DOCUMENT

This offer of ordinary shares in the capital of the Company (“ Shares ”) is made on the terms and conditions of the Share Purchase Plan (“ SPP ”) set out in this Offer Document and the accompanying Application Form. The closing date of this offer is 5:00 pm (Sydney time) on 24 October 2016.

It is important to ensure that you read this Offer Document and accompanying Application Form in full. You should seek independent legal and/or financial advice if you are in any doubt about the terms of this offer or whether to accept this offer.


KEY OFFER DETAILS
Issue Price:	$0.007 per new Share
Minimum application amount:	$2,100 (300,000 Shares)
Maximum application amount:^	$15,000 (2,142,857 Shares)
Applications can be made for parcels of Shares valued at:*	A. A$2,100 (300,000 Shares) B. A$5,250 (750,000 Shares) C. A$10,500 (1,500,000 Shares) D. A$15,000 (2,142,857 Shares)
Maximum amount to be raised:	$245,000 (35,000,000 Shares)
Proposed use of funds:	Funds raised by the offer will be used for the Offer costs, drilling in the Company’s exploration licences in NSW and general working capital of the Company
Offer Date:	10 October 2016, being the date of this Offer Document
Record Date (for determining recipients of the offer):	11:00 pm (Sydney time) on 6 October 2016, being the day before the date on which the details of the Share Purchase Plan were first announced to the ASX
Closing Date:+	5:00 pm (Sydney time) on 24 October 2016
Anticipated issue of new Shares:+	28 October 2016
Anticipated dispatch of holding statements and (if applicable) refunds:+	1 November 2016
Anticipated commencement of trading of new Shares: +	2 November 2016

^ Custodians may apply for up to $15,000 (2,142,857 Shares) on behalf of each distinct beneficiary represented, using a separate application form which can be obtained from the Company. Further details are provided below.

* If the total number of Shares applied for exceeds 35,000,000 the Company’s Board will reduce the number of shares to be issued in response to each application at its absolute discretion. The Company will refund to the applicant the difference between the application monies received by the Company and application monies payable for the number of Shares actually issued to the applicant. Refunds will be paid to the applicant by cheque. No interest shall be paid on refunded application monies.

+ The above dates are indicative only. The Company reserves the right to change any date at its absolute discretion in consultation with the Underwriter and without notice, including by postponing the Closing Date or closing the Offer early, or to withdraw or cancel the Offer.

If you wish to participate in this SPP you must apply for Shares using the personalised Application Form accompanying this Offer Document, unless you are a custodian and wish to apply on behalf of distinct eligible beneficiaries. If any of your details on the Application Form are incorrect, please contact the Company’s Share Registrar urgently.

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Capitalised terms used in this Offer Document have the meaning set out in the section headed Key Offer Details at the beginning of this Offer Document, or the section headed Glossary at the end of this Offer Document.

IMPORTANT INFORMATION

The issue price of Shares offered under this SPP is $0.007 per Share. This price is an 18.5% discount to the average market price of the Company’s Shares on ASX for the last five days on which the Company’s shares were traded prior to the day this offer was announced being 7 October 2016.

Applicants should specifically consider the risk of movement in market value of the Company’s Shares. The market price of the Company’s Shares may change between the Offer Date and the date when the Shares are issued to applicants under this SPP, with the effect that the price or value of the Shares which applicants receive under this SPP may be more or less than the price paid for the Shares. The price may rise or fall after the Offer Date, after the date upon which the Shares are applied for, before the Shares are issued, or before the Shares can be traded. There is no certainty that applicants will be able to sell their Shares for more than or at the same price as they paid for them, or at all.

No account has been taken of the particular objectives, financial situation or needs of recipients of this Offer Document. Because of this, recipients of this Offer Document should have regard to their own objectives, financial situation and needs.

Recipients of this Offer Document should make their own independent investigation and assessment of the Company, its business, assets and liabilities, prospects and profits and losses, and the risks associated with investing in the Company. Independent expert advice should be sought before any decision is made to accept the offer of Shares, applying for Shares under this SPP, or to acquire Shares.

A Shareholder cannot transfer the right to participate in the offer to another person or entity. Participation in the Offer is not compulsory.

This Offer is made pursuant to ASIC Class Order 09/425 which was issued by the Australian Securities and Investments Commission on 15 June 2009, as amended (“ ASIC CO 09/425 ”). Accordingly, the Company is exempted from the requirements contained in Parts 6D.2 and 6D.3 of the Corporations Act. The Company will not be issuing a prospectus in relation to the Shares offered under the SPP.

The Company is not required to seek the approval of shareholders in relation to the offer of Shares under this SPP.

A registered holder of Shares as at the Record Date is eligible to apply for Shares under this Offer (subject to the terms and conditions set out in this Offer Document and the Application Form) if the issue of Shares to the applicant under this Offer, or under any similar arrangement, will not result in the applicant having acquired Shares having an application price totalling more than $15,000 in the 12 month period prior to an application under this SPP. Accordingly applicants must provide the Company with certification to the effect that the total of the application price for the Shares the subject of the Application Form and any other Shares applied for by the applicant under the SPP or a share purchase plan or similar arrangement in the 12 months prior to the application (including any Shares which the applicant has instructed a custodian to acquire on their behalf under a share purchase plan including this SPP or similar arrangement) does not exceed $15,000. The certification forms part of the Application Form as set out below.

Directors and officers of the Company (and their associates) who hold Shares as at the Record Date may participate in the Offer, subject to the terms and conditions set out in this Offer Document and the Application Form.

The Company reserves the right to vary the terms and conditions of this SPP without notice. The Company reserves the right to waive strict compliance with the terms and conditions of this SPP (other than terms and conditions required for compliance with the terms of the ASIC CO 09/435), including but not only by accepting applications received after the Closing Date.

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The Company reserves the right to terminate this SPP at any time. In the event of termination of this SPP, or rejection of any application for any reason, all monies received shall be refunded to the applicant by cheque without interest.

The Company’s rights and powers may be exercised by the Directors or any delegate of the Directors.

This SPP, Offer, and these terms and conditions (including the Application Form) are governed by the laws applying in the State of New South Wales. By applying for Shares, applicants agree to submit to the exclusive jurisdiction of the Courts of that State and the courts of appeal from those Courts.

SHARES OFFERED

The Shares offered under this SPP are fully paid ordinary shares in the capital of the Company. The Shares issued under this SPP shall rank equally with, and have the same terms as the Company’s other Shares. Application will be made to ASX for quotation of the Shares issued under this SPP.

Any proposed date in the Offer Document (whether of quotation or trading of the Shares issued under this SPP or otherwise) is indicative only. Any person who trades any Shares issued under this SPP before receiving a transaction confirmation statement does so at their own risk.

APPLYING FOR SHARES UNDER THE SPP

You can apply for Shares under this SPP by:

completing the enclosed Application Form and return it, together with a cheque made payable to ‘ Ausmon Resources Limited ’ in the amount equal to the designated subscription amount selected, to the following address:

Hand Delivery Mailing Address Ausmon Resources Limited Ausmon Resources Limited World Tower” Suite 1312 PO BOX 20188 World Square 87-89 Liverpool Street NSW 2002 Australia Sydney NSW 2000 Australia

make direct deposit to the following Company’s bank account ensuring your shareholder “Name” is recorded on your bank remittance advice to be shown on the Company’s bank statement so that your application may be identified. Your shareholder “Name” is stated on the Application Form above your registered address. You should mail the completed Application Form to the Company’s address above or email a scanned copy of your completed Application Form to [email protected] when you have made the payment.

Bank: ANZ Bank BSB: 012 071 Account number: 2131 79075 Account name: Ausmon Resources Limited – Share Issue

By submitting the Application Form (together with a cheque or making a direct deposit payment) the applicant certifies that:

the aggregate of the application price paid for: o the Shares the subject of the Application Form or direct deposit payment; and

Share Purchase Plan Offer Document

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  - any other Shares in the Company applied for or which a Custodian has been instructed to acquire under the SPP, or any similar arrangement operated by the Company in the 12 months before the date of submission,

does not exceed $15,000 (except when applying as a Custodian for one or more beneficiaries);
it agrees that the application is only effective as of the date on which the application is signed (if applicable);
it agrees generally to otherwise be bound by the terms of this Offer Document; and
it authorises the Company to place its name on the register of members in respect of the Shares which are issued to it under the SPP offer and agrees to be bound by the constitution of the Company.

It is the applicant’s responsibility to ensure any application and application monies are received at the address or the Company’s bank account specified on the Application Form before the Closing Date. Neither the Company nor the Company’s Share Registrar accepts any liability for lost, delayed or misdelivered Application Forms or application monies.

Applications should only be made in one of the designated amounts set out in the Application Form.

The Company reserves the right to reject an application received, and/or may refuse to issue Shares under this SPP, if the Company believes that acceptance of the application or issue of the Shares may be contrary to any applicable law, the terms of ASIC CO 09/425 (or any replacement class order), the Listing Rules, or the terms and conditions of this SPP.

The Company may amend or complete any application received if such amendment would assist or permit the Company to issue and/or the applicant to receive Shares under this SPP, provided no amendment shall result in the number of Shares to be issued exceeding the number of Shares which may be issued at the Issue Price represented by the application monies received. If a cheque or other form of payment of application monies is not honoured, the Company may at its sole discretion issue Shares in response to the application and recover the application monies as a debt due or reject the application.

MAXIMUM APPLICATIONS

Each eligible Shareholder who is not a custodian may only apply for up to $15,000 of Shares (2,142,857 Shares), notwithstanding that a Shareholder may receive more than one offer from the Company.

Joint holders are counted as a single Shareholder for the purposes of determining their entitlement.

No oversubscriptions will be accepted.

SCALE BACK

The Company is seeking to raise a maximum of $245,000 under the SPP. Further, in accordance with the ASX Listing Rules the number of shares to be issued under the SPP will not be greater than 30% of the number of the Company’s shares on issue at the Record Date.

If total demand for the SPP exceeds $245,000, the Company reserves the right to close the SPP early and scale back applications in its absolute and sole discretion. When determining the amount (if any) by which to scale back an application, the Company may take into account a number of factors, including the size of an applicant’s shareholding, the extent to which eligible shareholders have sold or bought additional shares after the Record Date and the date an application was made.

If the Company scales back applications, the amount of the application as scaled back may not be equal to a whole number of the Company’s Shares. In that event, the number of the Company’s Shares to be allotted will be rounded up to the nearest whole number of Shares.

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Ausmon Resources Limited 31933269v2

If the Company undertakes a scale back, applicants will receive the number of Shares determined by the Company in its absolute discretion which may be less than the parcel of Shares which was applied for. In this case, the difference between the application money received and the number of Shares allocated to the applicants multiplied by the Issue Price, may be refunded by cheque as soon as practicable without interest at the time of allotment.

ISSUE OF SHARES

The Company will not be obliged to allot Shares and the applicant will not be entitled to receive or be issued Shares until the Board resolves to allot the same. After Shares are allotted the Company will promptly make application to ASX for the Shares to be admitted to quotation. Holding statements will be dispatched in accordance with the timetable set out on page 1 of this Offer Document.

CUSTODIANS

A registered shareholder who is a custodian (as defined in ASIC CO 09/425) (“ Custodian ”) holding Shares on behalf of two or more beneficial holders (“ Participating Beneficiaries ”) may acquire multiple parcels with an application price totalling up to $15,000 (2,142,857 Shares) on behalf of each distinct beneficiary, subject to compliance with the procedures and certification requirements set out in ASIC CO 09/425. In particular, a Custodian must provide a notice in writing to the Company (by way of Custodian Certificate) certifying the following:

that the Custodian holds the Shares on behalf of Participating Beneficiaries who have instructed it to apply for Shares in the Company on their behalf under the SPP;
the number of Participating Beneficiaries;
the name and address of each Participating Beneficiary;
the number of Shares in the Company that the Custodian holds on behalf of each Participating Beneficiary;
the number or dollar amount of Shares which each Participating Beneficiary has instructed the Custodian, either directly or indirectly through another custodian, to apply for on their behalf;
that there are no Participating Beneficiaries in respect of which the total of the application price exceeds $15,000 worth of the Company’s Shares, calculated by reference to Shares in the Company applied for by the Custodian on behalf of each Participating Beneficiary under:
the SPP; and
any other Shares in the Company issued to the Custodian as custodian in the 12 months before the Custodian's application under an arrangement similar to the SPP,

in each case, as a result of an instruction given by the Participating Beneficiary to the Custodian to apply for Shares in the Company on their behalf;

that a copy of this Offer Document was given to each Participating Beneficiary;
where Shares are held by the Custodian on behalf of the Participating Beneficiary indirectly, through one or more interposed custodians, the name and address of each interposed custodian; and
any such additional or varied information as might be required under any more specific ASIC relief that might be granted to the Company in relation to the SPP.

The offer under this SPP is made to the Custodian as the registered holder, not to the beneficiaries directly.

If shares in the Company are held as a trustee or nominee for another person, but are not a Custodian as defined in ASIC Class Order [09/425], that holder cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings apply.

Custodians must obtain a separate Application Form from the Company if they wish to accept multiple parcels on behalf of distinct beneficiaries. The lodgement of the personalised Application Form which accompanies this offer may be treated by the Company as an acceptance by the holder named on the form and not as being made on behalf of distinct beneficiaries.

When requesting a separate Application Form from the Company, custodians must allow time for the dispatch, completion and return of the form. Requests should be made in writing or by facsimile or email. Requests made

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Ausmon Resources Limited 31933269v2

on or after the fifth business day before the Closing Date may not result in the separate Application Form being received in sufficient time to allow for lodgement before the Closing Date.

If you are unsure whether you are a custodian for the purposes of this offer, you should obtain independent legal advice.

EXCLUDED APPLICANTS

A Shareholder who alone or with its associates would obtain an interest in more than 20% of the issued voting Shares of the Company may be ineligible to accept an offer under this SPP. The Company reserves the right to refuse an application if the applicant (alone or with its associates) would obtain an interest in more than 20% of the issued voting Shares of the Company. The Company may amend any application received such that the applicant’s interest alone or with its associates is no more than 20% of the issued voting Shares of the Company. In the event that an application is adjusted, the Company will refund to the applicant by cheque without interest the difference between the application monies received by the Company and application monies payable for the number of Shares actually issued to the applicant.

Applicants resident in countries outside Australia should consult their professional advisers as to whether any governmental or other consent are required or whether formalities need to be observed to enable them to apply for and accept Shares. Accordingly this document does not constitute an offer of Shares in any place in which, or to any person to whom, it would not be lawful to make such an offer. Return of an Application Form or payment of application monies will be taken by the Company to constitute a representation that there has been no breach of such requirements.

UNDERWRITING

The Offer is underwritten to $245,000 (“ Underwritten Amount ”) by Patersons Securities Limited (“ Underwriter ”). The underwriting agreement between the Company and the Underwriter contains customary conditions, warranties and undertakings and is subject to various termination events exercisable by the Underwriter.

In the event that applicants subscribe for an amount less than $245,000 (“ Shortfall Amount ”), then the Underwriter will apply for Shares to the value of the difference between the Shortfall Amount and the Underwritten Amount (“ Shortfall Shares ”). The placement of any Shortfall Shares to the Underwriter is subject to the Company having the capacity to do so under the ASX Listing Rules. To the extent that the Company does not have the capacity to issue the Shortfall Shares to the Underwriter, it will not issue the Shortfall Shares until it has the capacity to do so, or it has otherwise obtained the approval of Shareholders.

The Underwriter will be entitled to a fee of up to 6% on the Underwritten Amount.

ENQUIRIES

You should seek independent legal and/or financial advice if you are in any doubt about the terms of this Offer or whether to accept this Offer.

If you have any questions about the Offer or how to accept the Offer, please contact your stockbroker or professional adviser, or the Company Secretary, Mr John Wang (02) 9264 6988 or email [email protected]

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GLOSSARY
ASIC CO 09/425	means ASIC Class Order [09/425].
ASX	means ASX Limited (ACN 008 624 691), or the securities exchange operated by it (as
	the context requires).
Application Form	means the personalised application and acceptance form which accompanies this Offer
	Document.
Company	means Ausmon Resources Limited ACN 134 358 964.
Corporations Act	means the_Corporations Act 2001 (Cth)._
Custodian	means a Shareholder who is a custodian, as defined in ASIC CO / 09/425.
Director	means a Director of the Company.
Listing Rules	means the Listing Rules of ASX.
Offer	means the offer of Shares pursuant to this SPP.
Offer Document	means this Share Purchase Plan offer document.
Participating	means a beneficial holder of a Share held by a Custodian.
Beneficiary
Record Date	means 11:00 pm (Sydney time) on 6 October 2016.
Share	means an ordinary fully paid share in the capital of the Company and “Shares” has a
	corresponding meaning.
Shareholder	means a person who holds any Shares.
Share Purchase Plan	means the Share Purchase Plan dated 10 October 2016 described in this Offer
orSPP	Document.
Share Registrar	Boardroom Pty Limited ACN 003 209 836.
Underwriter	means Paterson Securities Limited ABN 69 008 896 311 AFSL 239 052

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Ausmon Resources Limited 31933269v2

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ABN 88 134 358 964

SRN/HIN:

Record Date 11:00 pm (Sydney time): 6 October 2016 Offer Opens: 10 October 2016

Offer Closes 5:00 pm (Sydney time): 24 October 2016

SHARE PURCHASE PLAN (“SPP”) APPLICATION FORM

THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SHAREHOLDER AND HOLDING RECORDED ABOVE.

How do I apply for Shares under this offer?

Carefully read the SPP terms and conditions accompanying this form.
Decide on the amount you wish to apply for.
Pay for the Shares in accordance with the instructions outlined in the Offer Document
and further important instructions on the reverse of this form.
Pay by Cheque, or direct deposit in the Company’s bank account.
Payments must be in Australian dollars.

PAYMENT

Paying by Cheque

Complete and return this Application Form with your application monies.

A. Tick the box beside the amount you wish to apply for, with $2,100, $5,250, $10,500 or $15,000.
B. Enter your cheque, bank draft or money order details. The amount of your application monies should be equal to the amount applied for in section A of this Application Form. Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “Ausmon Resources Limited – Share Issue” and crossed “Not Negotiable”. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque, bank draft or money order for an amount that is not equal to either $2,100, $5,250, $10,500, or $15,000, Ausmon Resources Limited may round down the dollar amount of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of $2,100.
C. Enter your contact telephone number at which we may contact you regarding your application for Shares, if necessary.

Paying by direct deposit to the Company’s Bank Account

Deposit the application monies to the following account at:

ANZ Bank , BSB: 012071 , Account number : 2131 79075, Account name: Ausmon Resources Limited – Share Issue

Ensure your shareholder “Name” as printed above is recorded on your bank remittance advice so that your application may be identified.

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A I/we wish to purchase a parcel of Shares to the dollar amount of (tick one box only):
$2,100 or $5,250 or $10,500 or $15,000
for 300,000 Shares for 750,000 Shares for 1,500,000 Shares for 2,142,857 Shares
Make your cheque payable to “Ausmon Resources Limited – Share Issue” and crossed “Not Negotiable”
B
Drawer Cheque Number BSB Number Account Number Amount of Cheque
A$ .00
C
Telephone Number – Business Hours Telephone Number – After Hours Contact Name
( ) ( )
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IMPORTANT INFORMATION

This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional advisor.
If you do not wish to purchase additional Shares under this SPP, there is no need to take action.
Please ensure you have read and understood the SPP terms and conditions in the Offer Document and this Important Information, before you submit your Application Form with your application monies or deposit payment to the Company’s bank account.
This SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.
If you are custodian, trustee or nominee within the definition of “custodian” in ASIC Class Order [CO 09/425] you must complete and submit an additional Schedule that contains additional certifications and details that must be provided (“the Schedule”) before your Application will be received. The Schedule can be obtained by contacting Ausmon Resources Limited. Applications received by custodians that are not accompanied by the Schedule will be rejected.
For applicants that are not required to complete the Schedule, by submitting the Application Form (with a cheque or depositing payment to the Company’s bank account), you certify that the aggregate of the Shares paid by you for:
the parcel of Shares indicated on this Application Form or paid by direct deposit to the Company’s bank account; and
any other Shares applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to the date of submission of the Application Form,

does not exceed $15,000.

Ausmon Resources Limited reserves the right to make amendments to this Application Form where appropriate.
Applicants are not assured of receiving the Shares for which they have applied as Ausmon Resources Limited may scale back applications in its discretion.

How to Lodge your Application Form and Application Monies

Application Form and the payment for Shares must be received by the Company or in the Company’s bank account no later than the Closing Date shown overleaf.

	Hand Delivery Mailing Address Ausmon Resources Limited Ausmon Resources Limited “World Tower” Suite 1312 PO BOX 20188 World Square 87-89 Liverpool Street NSW 2002 Australia Sydney NSW 2000 Australia	Company’s Bank Account Bank: ANZ Bank BSB: 012 071 Account number:2131 79075 Account name:Ausmon Resources Limited – Share Issue

Make sure you send your Application Form and application monies allowing enough time for mail delivery, so the Company receives them no later than 5:00 pm (Sydney time) on 24 October 2016 . Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Ausmon Resources Limited reserves the right not to process any Application Forms and application monies received after the Closing Date.

If you require information on how to complete this Application Form or apply for Shares please contact Ausmon Resources Limited on 02 9264 6988 if calling within Australia or +61 2 9264 6988 if calling from outside Australia.

AI assistant

AUSMON RESOURCES LIMITED Capital/Financing Update 2016

64392_rns_2016-10-09_ad7af7a3-7542-47c2-8a20-b3366f296658.pdf

10 October 2016