FENIX RESOURCES LTD — Capital/Financing Update 2018

Nov 28, 2018

Emergent Resources Ltd ACN 125 323 622 To be renamed Fenix Resources Limited

PROSPECTUS

For the offer of 112,500,000 Shares at an issue price of $0.04 each to raise $4,500,000 (before costs) ( Public Offer ) comprising:

• (a) an offer of 50,000,000 Shares at an issue price of $0.04 each to existing Shareholders on the Priority Entitlement Date, who have a registered address in Australia ( Eligible Shareholders ) ( Priority Offer ); and

• (b) an offer of 62,500,000 Shares and any Shortfall Shares from the Priority Offer at an issue price of $0.04 each to the general public ( General Offer ).

The Prospectus also contains:

• (a) an offer of 25,000,000 Shares and 112,500,000 Performance Shares to the Vendors (or their nominee/s) in consideration for the acquisition of all of the issued capital of PML ( Vendor Offer );

• (b) an offer of 30,000,000 Shares to the PML Noteholders (or their nominee/s) in satisfaction of the Convertible Notes ( Convertible Note Share Offer ); and

• (c) an offer of 59,000,000 New Options at an issue price of $0.0001 each to the Advisers, the Underwriter and other parties who participate in the Shortfall from the Priority Offer, and the Post Completion Directors (or their nominee/s) ( Option Offer ).

The Public Offer is partially underwritten. The Priority Offer is fully underwritten by CPS Capital. The General Offer is not underwritten.

Conditional Offers

The Public Offer is conditional upon the Conditions of the Public Offer outlined in Section 6.5 being satisfied. In the event that the Conditions of the Public Offer are not satisfied, the Company will not proceed with the Public Offer and the Company will repay all application monies received. In the event that the Public Offer does not proceed, none of the Vendor Offer, the Convertible Note Share Offer or the Option Offer will proceed. Re-compliance with Chapters 1 and 2

In addition to the purpose of raising funds under the Public Offer and issuing Securities under the other Offers, this Prospectus is issued for the purpose of re-complying with the admission requirements under Chapters 1 and 2 of the Listing Rules, following a change to the nature and scale of the Company’s activities. Important Information

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

An investment in the Securities offered under this Prospectus should be considered speculative.

Contents

1.	Important Information ............................................................................................. 1
2.	Corporate Directory .................................................................................................. 3
3.	Key Information and Indicative Timetable ................................................................. 4
4.	Investment Summary ............................................................................................... 5
5.	Chairman’s Letter ................................................................................................... 22
6.	Details of the Offers ................................................................................................ 23
7.	Company and Iron Ridge Project Overview ............................................................. 37
8.	Directors, Key Management and Corporate Governance ......................................... 47
9.	Independent Technical Assessment Report ............................................................. 59
10.	Tenement Report ................................................................................................... 92
11.	Financial Information ............................................................................................ 110
12.	Investigating Accountant's Report ........................................................................ 112
13.	Risk Factors .......................................................................................................... 144
14.	Material Contracts ................................................................................................ 152
15.	Additional Information ......................................................................................... 161
16.	Directors' Authorisation........................................................................................ 178
17.	Glossary ............................................................................................................... 179

1. Important Information

1.1 Important notice

This Prospectus is dated 4 September 2018 and was lodged with ASIC on that date. The ASX, ASIC and their officers take no responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates. The expiry date of this Prospectus is that date which is 13 months after the date this Prospectus was lodged with ASIC ( Expiry Date ). No Securities may be issued on the basis of this Prospectus after the Expiry Date.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary before deciding whether to invest. An investment in the Securities the subject of this Prospectus should be considered speculative. Please refer to Section 13 for details relating to risk factors that could affect the financial performance and assets of the Company.

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the acceptance of applications for Securities under the Offers. You should be aware that this examination may result in the identification of deficiencies in this Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications under the Offers will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period.

Application will be made to ASX within seven days after the date of this Prospectus for Official Quotation of the Shares the subject of this Prospectus.

Persons wishing to apply for Securities under the Offers must do so using the applicable Application Form as provided with, or accompanying, a copy of this Prospectus. 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.

1.2 Web site – electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.emergentresources.com.au. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company 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, or accompanied by, the complete unaltered version of the Prospectus. If you have received this Prospectus as an electronic prospectus, please ensure that you have received the entire Prospectus accompanied by the relevant Application Form. During the offer period, any person may obtain a copy of the Prospectus (free of charge) by contacting the Company at info@emergentresources.com.au.

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

1.3 Overseas applicants

The offers of Securities made pursuant to this Prospectus are not made to persons to whom, or in places in which, it would be unlawful to make such an offer of Securities. No action has been taken to register or qualify the Offers under this Prospectus or otherwise permit the Offers to be made in any jurisdiction outside of Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted

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by law in those jurisdictions and therefore persons who come into possession of this Prospectus should seek legal advice on, and observe, any of those restrictions. Failure to comply with these restrictions may violate securities laws.

It is the responsibility of any Applicant outside Australia to ensure compliance with all laws of any country relevant to his or her Application. The return of a duly completed Application Form will be taken by the Company to constitute a representation and warranty that there has been no breach of such law and that all necessary approvals and consents have been obtained.

Consolidation of share capital

Unless otherwise stated, all references to Securities of the Company as set out in this Prospectus are on the basis that the Consolidation of the Company’s issued capital (which is proposed for Shareholder approval at the General Meeting) has been implemented.

1.4 Forward looking statements

This Prospectus may contain forward-looking statements which are identified by words such as ‘may’, ‘should’, ‘will’, ‘expect’, ‘anticipate’, ‘believes’, ‘estimate’, ‘intend’, ‘scheduled’ or ‘continue’ or other similar words. Such statements and information are subject to risks and uncertainties and a number of assumptions, which may cause the actual results or events to differ materially from the expectations described in the forward looking statements or information.

While the Company considers the expectations reflected in any forward looking statements or information in this Prospectus are reasonable, no assurance can be given that such expectations will prove to be correct. The risk factors outlined in Section 13, as well as other matters not yet known to the Company or not currently considered material to the Company, may cause actual events to be materially different from those expressed, implied or projected in any forward looking statements or information. Any forward looking statement or information contained in this Prospectus is qualified by this cautionary statement.

1.5 Definitions

A number of defined terms are used in this Prospectus. Unless the contrary intention appears, the context requires otherwise, or words are defined in Section 17, words and phrases in this Prospectus have the same meaning and interpretation as in the Corporations Act or Listing Rules.

1.6 Disclaimer

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

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2. Corporate Directory

Existing Directors

Bevan Tarratt (Non-Executive Chairman) Petar Tomasevic (Non-Executive Director) Robert Brierley (Non-Executive Director) (proposed to become an Executive Director from Completion) Jian-Hua Sang (Non-Executive Director) (proposed to resign from the Closing Date of the Offers) Edmond Yao (Non-Executive Director) (proposed to resign from the Closing Date of the Offers)

Existing Company Secretary Matthew Foy

Proposed Director Garry Plowright (Executive Director)

Registered Office Ground Floor, Unit 5 1 Centro Avenue Subiaco WA 6008

Investigating Accountant

BDO Corporate Finance (WA) Pty Ltd 38 Station Street Subiaco WA 6008

Author of the Independent Technical Assessment Report

CSA Global Pty Ltd Level 2 3 Ord Street West Perth WA 6005

Auditors

Grant Thornton Audit Pty Ltd Central Park, Level 43 152-158 St Georges Terrace Perth WA 6000

Lawyers GTP Legal 68 Aberdeen Street Northbridge WA 6003

Lead Manager and Corporate Adviser

CPS Capital Group Pty Ltd Level 45 108 St Georges Terrace Perth WA 6000

Share Registry* Automic Pty Ltd Level 29 201 Elizabeth Street Sydney NSW 2000

Company Website

www.emergentresources.com.au

ASX Code Current: EMG Proposed: FEX

• This entity is included for information purposes only and has not been involved in the preparation of this Prospectus.

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3. Key Information and Indicative Timetable

Public Offer	Amount of Offer
Price per Share	$0.04
Number of Shares offered	112,500,000
Amount to be raised (before costs)	$4,500,000
Vendor Offer
Shares offered to the Vendors (or their nominee/s)	25,000,000
Performance Shares offered to the Vendors (or their nominee/s)	112,500,000
Convertible Note Share Offer
Shares offered to the PML Noteholders (or their nominee/s)	30,000,000
Option Offer
New Options offered to the Advisers, the Underwriter and other parties who participate in the Shortfall from the Priority Offer, and the Post Completion Directors (or their nominee/s)	59,000,000
Amount to be raised (before costs)	$5,900
General
Total cash on completion of the Offers (after costs of the Offers)	$4,430,000
Total Shares on issue on completion of the Offers	212,898,200
Indicative timetable
Lodgement of this Prospectus with ASIC	4 September 2018
General Meeting	10 September 2018
Opening Date for the Offers	12 September 2018
Closing Date for the Priority Offer	3 October 2018
Closing Date for the Offers (other than the Priority Offer)	17 October 2018
Completion of Acquisition	31 October 2018
Issue of Securities under the Offers	1 November 2018
Dispatch of holding statements	6 November 2018
Expected date for Shares to be reinstated to trading on ASX	14 November 2018

The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date or close the Offers early without notice.

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4. Investment Summary

This Section is not intended to provide full information for investors intending to apply for Securities offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety. The Securities offered pursuant to this Prospectus carry no guarantee in respect of return of capital, return on investment, payment of dividends or the future value of the Securities.

4.1 Introduction

Topic	Summary	Details
Who is the issuer of the Prospectus?	Emergent Resources Ltd ACN 125 323 622 (Company) (to be renamed “Fenix Resources Limited”).	Section 7.1
Who is the Company and what does it do?	The Company is a public company that has been listed on the ASX since August 2008. The Company is a resource exploration company that holds an 80% interest in the iron ore, vanadium and manganese rights to the Beyondie Project in Western Australia. Beyondie is prospective for iron ore, vanadium and manganese. As announced by the Company on the ASX, the Company plans to dispose of, or relinquish, its interest in the Beyondie Project and has been focused on assessing and evaluating new project opportunities.	Section 7.1
What is the Company’s strategy?	The Company has entered into the Acquisition Agreement to acquire 100% of the issued capital of PML which owns the Iron Ridge Project near Cue, Western Australia. The Iron Ridge Project offers a potential development opportunity which aims to satisfy burgeoning demand for high grade, low impurity iron ore. Following reinstatement to quotation of the Company’s Shares on ASX, the Company’s primary focus will be to develop the Iron Ridge Project into a producing iron ore mine and to actively review additional mineral projects with a view to acquiring one or more development assets. The Company plans to dispose of, or relinquish, its interest in the Beyondie Project post Completion of the Acquisition.	Section 7
What are the Company’s key assets?	The Company’s primary assets are its cash holdings (approximately $694,000 as at 31 March 2018) and its rights under the Acquisition Agreement. Subject to satisfaction of various conditions precedent, under the Acquisition Agreement the Company will acquire 100% of the issued capital of PML.	Sections 11.1 and 12
What is the Public Offer?	The Company is offering 112,500,000 Shares at an issue price of $0.04 each to raise $4,500,000 (before costs of the Offers). The Public Offer comprises: � Priority Offer – a priority offer to Eligible Shareholders; and � General Offer – an offer to the general public. Under the Priority Offer, up to 50,000,000 Shares ($2,000,000) have been set aside for Eligible Shareholders. Eligible Shareholders (existing Shareholders on the Priority Entitlement Date who have a registered address in Australia) are invited to apply for a minimum of 50,000 Shares ($2,000) and up to a maximum of 1,250,000 Shares ($50,000) on a first come,first served basis. If the Companyreceives Applications	Section 6.1

Prospectus

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Topic	Summary	Details
	from Eligible Shareholders for more than 50,000,000 Shares, the Company may treat additional Applications under the Priority Offer as being an application made under the General Offer.
Is the Public Offer underwritten?	The Public Offer is partially underwritten. The Priority Offer is fully underwritten by CPS Capital (AFSL 294848) (see below for further details). The General Offer is not underwritten.	Sections 6.17 and 14.3
Who is the Underwriter?	CPS Capital is the Underwriter of the Priority Offer. In addition, CPS Capital is the Lead Manager and corporate adviser in relation to the Public Offer. The Underwriter has entered into sub-underwriting arrangements in respect of the full amount of the Priority Offer. The Company will pay the Underwriter an offer management and underwriting fee of 1% of the gross cash proceeds raised pursuant to the Public Offer and 5% of the value of funds placed by CPS Capital under the General Offer and 5% of the total subscription amount of the Shortfall Shares under the Priority Offer, exclusive of GST, (all sub- underwriting and selling fees to third parties will be met from this fee by the Underwriter) in connection with the Offers. In addition, the Company has agreed to grant 25,000,000 New Options at an issue price of $0.0001 per Option to the Underwriter and other parties who participate in the Shortfall from the Priority Offer (being the Underwriter Options the subject of the Underwriter Option Offer). Refer to Sections 6.17 and 14.3 for details of the terms of the Underwriting Agreement.	Sections 6.17 and 14.3
What is the Vendor Offer?	The Company is offering 25,000,000 Shares and 112,500,000 Performance Shares (being the Consideration Securities) to the Vendors (or their nominee/s) in consideration for the acquisition of the issued capital in PML under the Acquisition.	Section 6.2
What is the Convertible Note Share Offer?	The Company is offering 30,000,000 Shares to the PML Noteholders (or their nominee/s) in satisfaction of the Convertible Notes.	Section 6.3
What is the Option Offer	The Option Offer comprises: � the Adviser Option Offer – an offer of 25,000,000 New Options at an issue price of $0.0001 each to the Advisers (or their nominee/s); � the Underwriter Option Offer – an offer of 25,000,000 New Options at an issue price of $0.0001 each to the Underwriter and other parties who participate in the Shortfall from the Priority Offer (or their nominee/s); and � the Director Option Offer – an offer of 9,000,000 New Options at an issue price of $0.0001 each to the Post Completion Directors (or their nominee/s).	Section 6.4
What are the conditions of the Offers?	The Public Offer is conditional upon the following events occurring: � the Company receiving the Minimum Subscription under the Public Offer (being $4,500,000); � Shareholders approving the Acquisition Resolutions at the General Meeting; � completion of the Acquisition; and	Section 6.5

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Topic	Summary	Details
	� ASX approving the Company’s re-compliance with the admission requirements of Chapters 1 and 2 of the Listing Rules and the Company receiving conditional approval for re-quotation from ASX subject only to the usual terms and conditions on which such conditional approval is given by ASX. If any of the Conditions of the Public Offer are not satisfied, then the Company will not proceed with the Public Offer and the Company will repay all Application Monies received. If the Company does not proceed with the Public Offer, none of the Vendor Offer, the Convertible Note Share Offer or the Option Offer will proceed.
Why is the Public Offer being conducted?	The purposes of the Public Offer are to: � assist the Company to meet the requirements of ASX to re-comply with ASX’s admission requirements under Chapters 1 and 2 of the Listing Rules; � provide funding for the Company’s proposed expenditure on the Iron Ridge Project; � provide capital for the Company to pursue further strategic acquisitions; � meet the costs of the Offers; and � to provide general working capital and administration expenditure.	Section 6.8

4.2 The Acquisition

Topic	Summary	Details
What is the Acquisition?	The Acquisition is the Company’s proposed acquisition of 100% of the issued capital of PML from the Vendors pursuant to the Acquisition Agreement.	Section 14.2
What are the key terms of the Acquisition?	The Company has entered into the Acquisition Agreement to acquire PML from the Vendors. The key terms of the Acquisition are as follows: � as consideration for the acquisition of 100% of the issued capital of PML, the Company will issue the Vendors (or their nominee/s) a total of 25,000,000 Shares and 112,500,000 Performance Shares (comprising 15,000,000 Class A Performance Shares, 30,000,000 Class B Performance Shares, 37,500,000 Class C Performance Shares and 30,000,000 Class D Performance Shares) (being the Consideration Securities the subject of the Vendor Offer); � the Acquisition is conditional upon, and subject to, a number of conditions. These conditions have either been satisfied or substantially satisfied, with the exception of the following conditions which remain outstanding at the date of this Prospectus: o completion of the Consolidation; o Shareholder approval of the Acquisition Resolutions at the General Meeting; o the Company receiving commitments for the full amount of the Public Offer; and	Section 14.2

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Topic	Summary	Details
	o the Company obtaining any necessary regulatory approvals on terms acceptable to the parties as are required to give effect to the Acquisition including re-compliance with Chapters 1 and 2 of the Listing Rules on conditions which are reasonably satisfactory to the Company; � PML has issued Convertible Notes with a face value of $600,000 (theConvertible Notes) to the PML Noteholders. On completion of the Acquisition, the Convertible Notes will be assigned to, and assumed by, the Company and satisfied in full through the issue of 30,000,000 Shares to the PML Noteholders (or their nominee/s) (being the Convertible Note Shares the subject of the Convertible Note Share Offer); � Mr Garry Plowright will be appointed to the Board of the Company; and � the Vendors have given warranties and representations in favour of the Company which are customary for a transaction of this nature. The Acquisition Agreement is otherwise on customary terms for a transaction of this nature. The Company has undertaken appropriate enquiries into the assets and liabilities, financial position and performance, profits and losses, and prospects of PML for the board of the Company to be satisfied that the Acquisition is in the interests of the Company and its shareholders.
What approvals are being sought at the General Meeting?	At the General Meeting to be held on 10 September 2018, the Company will seek Shareholder approval for, amongst other things, the following Acquisition Resolutions: � the change in nature and scale of the activities of the Company as a result of the Acquisition; � the Acquisition and to issue the Consideration Securities to the Vendors (or its nominee/s); � to create a new class of Securities (being the Performance Shares); � to issue 29,500,000 of the Convertible Note Shares to the PML Noteholders (or their nominee/s) other than Director, Mr Rob Brierley; � to issue 750,000 of the Convertible Note Shares to Mr Rob Brierley; � to issue Shares pursuant to the Public Offer; � for the Consolidation; � to change the name of the Company to “Fenix Resources Limited”; � to appoint Mr Garry Plowright as a Director; � to re-elect Mr Rob Brierley as a Director; � to adopt the Employee Securities Incentive Plan; and � for the grant of New Options to the Advisers, the Underwriter and other parties who participate in the Shortfall from the Priority Offer, and the Post Completion Directors (or their nominee/s) pursuant to the Option Offer.	Section 6.6
Why is the Company required to re- comply with	At the Company’s General Meeting, the Company will seek Shareholder approval for, amongst other things, a change in the nature and scale of the Company's activities as a result of the Acquisition. To give effect to these changes,ASX requires the Companyto re-complywith Chapters 1	Section 6.7

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Topic	Summary	Details
Chapters 1 and 2 of the Listing Rules?	and 2 of the Listing Rules. This Prospectus is issued to assist the Company to re-comply with these requirements. The Company was suspended from trading from the date that the Company announced the Acquisition (7 May 2018) and will not be reinstated until the Company has satisfied the Conditions of the Public Offer, including re-compliance with Chapters 1 and 2 of the Listing Rules and any conditions ASX imposes on reinstatement. There is a risk that the Company may not be able to meet the requirements for re-quotation on the ASX. If the Conditions of the Public Offer are not satisfied or the Company does not receive conditional approval for re-quotation on ASX, then the Company will not proceed with the Public Offer and will repay all Application Monies received (without interest). If the Company does not proceed with the Public Offer, none of the Vendor Offer, the Convertible Note Share Offer or the Option Offer will proceed.
Who is PML?	PML is an Australian proprietary company incorporated in June 2014 that is 100% owned by the Vendors. The only material asset of PML is the Tenement.	Section 7.9
What is the Iron Ridge Project?	The Iron Ridge Project consists of the Tenement located near Cue in Western Australia. The Tenement has an existing ministerial approval to work and mine for iron ore and has historically been mined for red iron oxide ochre (pigment). The Iron Ridge Project comprises two areas of mapped hematite mineralisation hosted within a banded iron formation (BIF) which contains a high grade (64.1% Fe) Inferred Mineral Resource estimate of 5Mt with low to acceptable deleterious elements at a cut-off grade of 50% Fe. CSA Global reported the Mineral Resource in accordance with the JORC Code (2012) in April 2018. In addition CSA Global has reported a JORC Code (2012) Exploration Target for an additional 0.6Mt to 7.1Mt of predominantly hematite mineralisation in a grade range of between 64.1% Fe and 65.3% with low to acceptable deleterious elements, and a further 0.1Mt to 5.5Mt of goethite mineralisation grading approximately 58.0% to 59.5% Fe with slightly elevated deleterious elements. An exploration target is a statement or estimate of the exploration potential of a mineral deposit in a defined geological setting where the statement or estimate, quoted as a range of tonnes and a range of grade (or quality), relates to mineralisation for which there has been insufficient exploration to estimate a Mineral Resource. See Section 7, the Independent Technical Assessment Report in Section 9 and the Tenement Report in Section 10 for further information on the Iron Ridge Project.	Sections 7, 9 and 10
What is the Company’s strategy post Completion of the Acquisition?	Following completion of the Acquisition and re-compliance by the Company with Chapters 1 and 2 of the Listing Rules, the Company’s primary focus will be to develop the Iron Ridge Project into a producing iron ore mine through: � undertaking an exploration programme aimed at increasing the Mineral Resource and improving its confidence in accordance with the JORC Code; � metallurgical studies: targeting confirmation of mineralisation, physical properties and marketability;	Sections 7.1 and 7.10

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Topic	Summary	Details
	� hydrological evaluation; � a Feasibility Study; � development permitting and approvals; � site preparation and logistics agreements (transport, port and shipping contracts). The Company will also seek out and evaluate potential acquisitions of additional mineral projects with a view to acquiring one or more development assets.

4.3 Key Risks

Prospective investors should be aware that subscribing for Securities in the Company involves a number of risks and uncertainties. The risk factors set out in Section 13 and other risks applicable to all listed securities, may affect the value of the Securities in the future. Accordingly, an investment in the Company must be considered highly speculative. This Section summarises some of the risks that apply to an investment in the Company. Investors should refer to Section 13 for a more detailed summary of the risks.

Key risk	Details	Details
Completion Risk	The Acquisition is conditional on the Company re-complying with Chapters 1 and 2 of the Listing Rules (see below). Pursuant to the Acquisition Agreement (the key terms of which are summarised in Section 14.2), the Company has agreed to acquire 100% of PML. Completion of the Acquisition of PML is subject to the satisfaction of certain conditions (as set out in Section 14.2). There is a risk that these conditions cannot be satisfied and in turn that completion of the Acquisition will not proceed. If the Acquisition does not proceed, the Company will incur costs relating to advisers and other costs, with no material benefit being achieved.	Section 13.1(a)
Re-quotation of shares on ASX	As part of the Company's change in nature and scale of activities, ASX will require the Company to re-comply with Chapters 1 and 2 of the Listing Rules. This Prospectus has been issued to assist the Company to re-comply with these requirements. The Company's Shares were suspended from the date of the announcement of the Acquisition, and the Shares will remain suspended until completion of the Acquisition, the Offers, re-compliance by the Company with Chapters 1 and 2 of the Listing Rules and compliance with any further conditions ASX imposes on such reinstatement. There is a risk that the Company will not be able to satisfy one or more of those requirements and that its Shares will consequently remain suspended from quotation.	Section 13.1(b)
Mineral Resource Estimates	The interpretation of exploration results and Mineral Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally made may alter significantly when new information or techniques become available. In addition, by their very nature, exploration results and Mineral Resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis,the estimates are likelyto change.	Section 13.1(e)

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Key risk	Details	Details
	This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations. CSA Global has reviewed and reported the Mineral Resource in accordance with the JORC Code (2012) and considered that the Mineral Resource was modelled appropriately for the styles of mineralisation and the commodity type. Although there are no fatal flaws in the estimates, the following technical risks have been identified. � CSA Global were unable to verify the data integrity in any detail. The sampling methods, sampling recoveries, survey and QAQC which may have impacted the declared Mineral Resource were poorly reported (or not at all). � Although on a broad scale, the geological interpretation is relatively simple and unlikely to put the declared Mineral Resource at risk, the quality and depth of the technical reporting in support of the geological interpretation was generally lacking. Minor to moderate geological risks include: continuity of grade; o internal waste associated with dolerite and lower-grade metasediment bands diluting the in-situ Mineral Resource; o mineralisation pinching out at depth; and o mineralisation properties, specifically confidence in the presence of a lump product.
Price of product	Iron ore commands a different price depending on discounts and premiums related to iron content and impurities levels. The existing Mineral Resource at the Iron Ridge Project is considered high grade, having an iron grade of 64.1%. There has been insufficient marketing and metallurgical test work to assume that the Company will receive a market premium for its product. Additionally, lump product sells at a premium to fines product. There has not been enough technical work undertaken to determine what proportion of the product will be lump. If the technical work demonstrates that the iron ore from the Iron Ridge Project will not have a significant proportion of lump product then the Company will not receive a further price premium.	Section 13.1(f)
Results of Studies	Potential investors should understand that although it is the Company’s intention to perform the required work, including studies (scoping, prefeasibility or Feasibility Studies) to proceed to a decision to mine, this does not guarantee the Iron Ridge Project will get to production. Once the above mentioned studies are completed the results of the studies may deem that it is not viable to commence mining. This may be for a variety of reasons including but not limited to economic, legal, environmental and social.	Section 13.1(g)
Exploration Risk	Exploration is a high risk undertaking. The Company does not give any assurance that the planned exploration of the Tenement will result in the Mineral Resource being increased or that future exploration will result in the estimation or discovery of other significant or economic Mineral Resources.	Section 13.1(h)

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Key risk	Details	Details
	In particular, there is a risk that, through further exploration and resource drilling, the Company will not be able to increase the quantity of the existing Iron Ridge Mineral Resource. CSA Global have advised that, except for mapped hematite extending northwest from the existing Inferred Mineral Resource to the interpreted fault contact, there is no factual evidence of further hematite mineralisation on the Tenement outside of the existing Inferred Mineral Resource. The most likely area amendable to the future discovery of mineralisation, in addition to the northeast of the existing Mineral Resource is southwest of the existing Mineral Resource and at depth. However, mineralisation at depth may potentially be beneath the water table. Atlas reported that the 2008 drilling was terminated when the drill samples became wet. The reason for the wet samples and why the drill holes did not continue has not been explained and remains speculation. Even if the current Mineral Resource is improved or other significant Mineral Resources are identified, there can be no guarantee that they can be economically exploited. In addition, the current Mineral Resource may become depleted, resulting in a reduction of the value of the Tenement. The exploration costs of the Company have been estimated based on certain assumptions which are subject to significant uncertainties. The actual costs may materially differ from these estimates. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised. The Company may be materially and adversely affected if the actual costs are substantially greater than the estimated costs.
Metallurgy	Mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of significant risk such as: (i) identifying a metallurgical process through test work to produce a saleable product; (ii) developing an economic process route to produce a product; and (iii) changes in mineralogy in the deposit can result in inconsistent recovery, affecting the economic viability of a project.	Section 13.1(i)
Operational Risks	The operations of the Company may be affected by various factors which are beyond the control of the Company, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration or mining, operational and technical difficulties encountered in exploration, difficulties in commissioning or operating plant and equipment or mechanical failure which may affect extraction costs, adverse weather conditions, environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, fire, explosions and other incidents beyond the control of the Company. These risks and hazards could also result in damage to, or destruction of, equipment, personal injury, environmental damage, business interruption and possible legal liability. While the Company currently intends to maintain insurance within ranges of coverage consistent with industry practice, no assurance can be given that the Company will be able to obtain such insurance coverage at reasonable rates(or	Section 13.1(j)

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Key risk	Details	Details
	at all), or that any coverage it obtains will be adequate and available to cover any such claims.
Iron Ore Commodity Prices	As an explorer for iron ore and, potentially, other minerals, any future earnings of the Company are expected to be closely related to the price of those commodities. Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include worldwide and regional supply and demand for commodities, general world economic conditions and the outlook for interest rates, inflation and other economic factors on both a regional and global basis. These factors may have a positive or negative effect on the Company's exploration and project development plans, together with the ability to fund those plans and activities.	Section 13.1(k)
Aboriginal Heritage	The Company must comply with Aboriginal heritage legislation requirements which include the requirement to conduct heritage survey work prior to the commencement of operations. The Company is aware of various areas of indigenous significance and Aboriginal heritage sites of considerable cultural value both to the local indigenous communities and the broader community generally which are located on or near to the Tenement. These heritage sites require the Company to comply with the Aboriginal Heritage Act in respect of any ground disturbing activities. Prior to commencing significant ground disturbing activities, including mining, the Company will need to consult with local traditional owners regarding the likely impact that the proposed activities may have on such areas. There is no guarantee that the Company will be able to deal with the above issues in a satisfactory or timely manner and accordingly such issues may increase the proposed time periods for the conduct of the Company's proposed activities and also limit the Company's ability to conduct its proposed activities on the Tenement including ultimately commencing mining operations.	Sections 10 and 13.1(m)
Tenement Title	Interests in tenements in Western Australia are governed by legislation and are evidenced by the granting of licences. Each licence is granted for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to, or its interest in, the Tenement if licence conditions are not met or if insufficient funds are available to meet expenditure commitments as and when they arise. The Tenement (or tenements in which the Company may acquire an interest in the future), will be subject to applications for renewal or exemption from expenditure (as the case may be). The renewal or exemption from expenditure for a tenement is usually determined at the discretion of the relevant government authority. If a tenement is not renewed or granted an exemption from expenditure, the Company may suffer damage through loss of opportunity to develop and discover minerals on that tenement.	Section 13.1(n)

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Key risk	Details	Details
Environmental	Exploration and mining activities on tenements are subject to laws and regulations regarding environmental impact matters and the discharge or emission of wastes and materials to the environment. As with all mineral projects, the Company's activities on the Tenement are expected to have a variety of environmental impacts. The Company's activities on the Tenement will be subject to the satisfaction of environmental guidelines and requisite approvals from applicable government authorities. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws but may still be subject to accidents or other unforeseen events which may compromise its environmental performance and which may have adverse financial implications for the Company. In addition, the cost and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potentially economically viable mineral deposits. Environmental matters applicable to the Iron Ridge Project are within the remit of Commonwealth (and potentially State) authorities, including under legislation in the form of the Environment Protection and Biodiversity Conservation Act 1999 (Cth) (EPBC Act). The Company will need to seek pre-approval on environmental matters for any mining operations and the Environmental Protection Authority will, among other things, assess the impact of proposed activities on flora and fauna and matters of national environmental significance under the EPBC Act as part of an accredited assessment. The Company understands that the Project area is likely to contain matters of national environmental significance including threatened and endangered fauna (including the Curlew Sandpiper). The EPBC assessment process requires approval of the Commonwealth (and potentially State) authorities and there is no fixed time for the process to complete. Significant delays in the process can potentially have a material adverse effect on the Company’s business, financial condition and operations and affect the Company’s ability to pursue the projects. In addition, there is no guarantee that the assessments undertaken by these authorities will be favourable or the approvals sought will be granted. Failure to obtain such approvals will prevent the Company from undertaking its desired activities and this will have a material adverse effect on the Company’s business, financial condition and operations. Future legislation and regulations governing mineral exploration and production may impose significant environmental obligations on the Company. The Company is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase the Company’s cost of doing business or affect its operations in any area. There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on the Company’s business, financial condition and results of operations.	Section 13.1(o)

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Key risk	Details	Details
Road Transport	The Company is currently proposing to transport iron ore by road using triple road trains from the Iron Ridge Project to the Port at Geraldton. These road train configurations and the use of the intended road transport route require the approval of the Main Roads Western Australia. There are standard procedures and protocols to be adhered to during the application process which the Company intends to follow. There is no guarantee that Main Roads Western Australia approval will be granted which if this occurred would likely have a significant effect on the commencement of mining operations or if an alternate route can be found the cost of transport.	Section 13.1(p)
Limited operating history	PML has limited operating history and the unproven potential of the Iron Ridge Project makes any evaluation of the business or its prospects difficult. No assurances can be given that the Company will achieve commercial viability through exploration and development of the Iron Ridge Project following completion of the Acquisition and implementation of its business plans in respect of the Iron Ridge Project. In this regard the Company notes that BDO Audit (WA) Pty Ltd has, without modifying its opinion, issued its auditor report for the PML accounts for the financial years ended 30 June 2016 and 30 June 2017 and the half year ended 31 December 2017 with an emphasis of matter in respect of material uncertainty regarding the ability of PML to continue as a going concern and the consequential need for PML to seek additional funding.	Section 13.1(q)
Future Capital Needs	The funds to be raised under the Public Offer are considered sufficient to meet the Company’s immediate objectives following completion of the Acquisition. Additional funding may be required in the event costs exceed the Company’s estimates and to effectively implement its business and operational plans in the future to take advantage of opportunities for acquisition, joint ventures or other business opportunities, and to meet any unanticipated liabilities or expenses which the Company may incur. If such events occur, additional funding will be required. Following the Public Offer, the Company may seek to raise further funds through equity or debt financing, joint ventures, licensing arrangements, or other means. Failure to obtain sufficient financing for the Company’s activities and future projects may result in delay and indefinite postponement of the Company’s activities and potential development programs. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing may not be favourable to the Company and might involve substantial dilution to shareholders.	Sections 11 and 13.1(r)

4.4 Proposed use of funds and other key terms of the Offers

Topic	Summary	Details
What is the proposed use of funds raised under the Public Offer?	The funds raised under the Public Offer are proposed to be used (over the 24 months following re-instatement to quotation of the Shares) to fund the following key business activities: � Iron Ridge Project expenditure, including site preparation and logistics,exploration andproject development management,	Section 6.9

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Topic	Summary	Details
	magnetic survey, hydrological evaluation, RC drilling, diamond drilling, exploration technical support, geological review and reporting, resource estimation, development permitting and approvals, feasibility and metallurgical studies and tenement costs; � costs of the Offers and the Acquisition; and � corporate and administration costs and working capital. The above reflects the current intentions as at the date of this Prospectus. As with any budget, the allocation of funds set out may change depending on a number of factors, including the outcome of exploration and study and evaluationactivities, further acquisitions, regulatory developments and market and general economic conditions.
Will the Company be adequately funded after completion of the Pubic Offer?	The Directors are satisfied that on completion of the Public Offer, the Company will have sufficient working capital to carry out its stated objectives as set out in this Prospectus.	Section 6.8 and 6.9
What rights and liabilities attach to the Shares being offered?	All Shares issued under the Public Offer, the Vendor Offer and the Convertible Note Share Offer will rank equally in all respects with existing Shares on issue. The rights and liabilities attaching to the Shares are described in Section 15.1.	Section 15.1
What are the terms and conditions of the Performance Shares being offered under the Vendor Offer?	The Performance Shares to be issued to the Vendors (or their nominee/s) under the Vendor Offer as part of the consideration for the Acquisition will be issued in four classes and will convert into Shares on a one for one basis on the satisfaction of various performance milestones. The Performance Shares will have an expiry date of the earlier of two months after the relevant milestone achievement date and 60 months from settlement under the Acquisition Agreement, and will convert on a Change of Control Event prior to that date (subject to a cap of 10% of issued Shares). If the performance milestones of a Performance Share have not been achieved by the relevant expiry date then the Performance Share will lapse. Full terms and conditions of the Performance Shares are set out in Section 15.2.	Section 15.2
What are the terms and conditions of the New Options being offered under the Option Offer?	The New Options will each be exercisable at $0.08 on or before the date that is three years from the date of grant. The full terms and conditions of the New Options are set out in Section 15.3.	Section 15.3.
Who is the lead manager to the Public Offer?	The Company has appointed CPS Capital to act as lead manager and corporate adviser to the Company for the Public Offer. The Company will pay CPS Capital an offer management and underwriting fee of 1% of the gross cash proceeds raised pursuant to the Public Offer and 5% of the value of funds placed by CPS Capital under the General Offer and 5% of the total subscription amount of the Shortfall Shares under the Priority Offer, exclusive of GST, (all sub- underwriting and selling fees to third parties will be met from this fee bythe Underwriter)in connection with the Offers which includes the	Section 6.17

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Topic	Summary	Details
	fee in relation to its roles as lead manager and corporate adviser to the Company for the Public Offer and for underwriting the Priority Offer.
Will the Securities issued under the Offers be listed?	The Company will apply for listing of the Shares offered under the Public Offer under the ASX code ‘FEX’ within seven days of the date of this Prospectus. The Company will not apply for listing of the Shares offered under the Vendor Offer or the Convertible Note Share Offer until they are released from escrow (see Section 6.11 for further details). The Company will not apply for listing of the Performance Shares offered under the Vendor Offer, or the New Options offered under the Option Offer.	Section 6.7
What are the tax implications of investing in Securities under the Offers?	The tax consequences of any investment in Securities will depend upon your particular circumstances. Prospective investors should obtain their own tax advice before deciding to invest.	Section 6.22
What is the Company’s dividend policy?	The Company does not expect to pay dividends in the near future as its focus will primarily be on using cash reserves todevelop the Iron Ridge Project into a producing iron ore mine. Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend upon matters such as the availability of distributable earnings, the operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurances can be given in relation to the payment of dividends, or that franking credits may attach to any dividends.	Section 6.12
How do I apply for Shares under the Public Offer?	Applications for Shares under the Public Offer may be made by completing the relevant Application Form as follows: � Priority Offer Application Form – for applicants who are Eligible Shareholders to apply under the Priority Offer; and � General Offer Application Form – for all other applicants to apply under the General Offer, and must be accompanied by a cheque in Australian dollars (or an electronic transfer to the bank account advised by the Company) for the full amount of the application, being $0.04 per Share. Cheques must be made payable to “Emergent Resources Ltd – Share Offer Account” and should be crossed “Not Negotiable”. In addition, applications for Shares under the Public Offer can also be made by completing the online application form available at the following: � https://automic.com.au/emergentresources-priority.html- for applicants who are Eligible Shareholders to apply under the Priority Offer; and � https://automic.com.au/emergentresources-general.html- all other applicants to apply under the General Offer, and making a BPAY® payment for the full amount of the application, being $0.04 per Share.	Section 6.13(a)

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Topic	Summary	Details
How do I apply for Securities under the Vendor Offer?	The Vendor Offer is an offer to the Vendors (and their nominee/s) only. Only the Vendors (and their nominee/s) may apply for Shares and Performance Shares under the Vendor Offer. A personalised Vendor Offer Application Form will be issued to the Vendors (and their nominee/s), together with a copy of this Prospectus. The Company will only provide the Vendor Offer Application Form to the Vendors (and their nominee/s).	Section 6.13(b)
How do I apply for Shares under the Convertible Note Share Offer?	The Convertible Note Share Offer is an offer to the PML Noteholders (and their nominee/s) only. Only the PML Noteholders (and their nominee/s) may apply for Shares under the Convertible Note Share Offer. A personalised Convertible Note Share Offer Application Form will be issued to the PML Noteholders (and their nominee/s), together with a copy of this Prospectus. The Company will only provide the Convertible Note Share Offer Application Form to the PML Noteholders (and their nominee/s).	Section 6.13(c)
How do I apply for New Options under the Option Offer?	The Option Offer is an offer to the following parties only: � Adviser Option Offer – the Advisers (and their Nominee/s); � Underwriter Option Offer – the Underwriter and other parties who participate in the Shortfall from the Priority Offer (and their Nominee/s); and � Director Option Offer – the Post Completion Directors (and their Nominee/s). Only the parties set out above (and their nominee/s) may apply for New Options under the Option Offer. A personalised Option Offer Acceptance Form will be issued to the Advisers, the Underwriter and other parties who participate in the Shortfall from the Priority Offer, and the Post Completion Directors (and their nominee/s), together with a copy of this Prospectus. The Company will only provide the Option Offer Acceptance Form to the Advisers, the Underwriter and other parties who participate in the Shortfall from the Priority Offer, and the Post Completion Directors (and their nominee/s).	Section 6.4
When will I receive confirmation that my application has been successful?	It is expected that holding statements will be sent to successful Applicants by post on or about the dispatch date noted in the indicative timetable set out in Section 3.	Section 3, 6.15 and 6.17
How can I find out more about the Prospectus or the Offers?	Questions relating to the Offers can be directed to the Company at info@emergentresources.com.au.	Section 6.23

4.5 Board and management

Topic	Summary	Details
Who are the Directors of the Company:	The Existing Directors of the Company are: � Bevan Tarratt – Non-Executive Chairman; � Petar Tomasevic – Non-Executive Director; � Robert Brierley – Non-Executive Director;	Section 8.1

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Topic	Summary	Details
	� Jian-Hua Sang – Non-Executive Director; and � Edmond Yao – Non-Executive Director. On completion of the Acquisition and the Offers, changes will be made to the Board, with the resignation of Mr Jian-Hua Sang and Mr Edmond Yao as Non-Executive Directors, the appointment of Mr Garry Plowright as an Executive Director and Mr Robert Brierley becoming an Executive Director, such that the Board will then comprise: � Bevan Tarratt – Non-Executive Chairman; � Petar Tomasevic – Non-Executive Director; and � Robert Brierley – Executive Director. � Garry Plowright – Executive Director. Refer to Section 8.1 for details of the relevant experience and expertise of the Directors.
Who are the key management personnel?	Following completion of the Acquisition Mr Robert Brierley and Mr Garry Plowright will be responsible for the day to day management of the Company as Executive Directors. Current Company Secretary Matthew Foy will continue as the Company Secretary following completion of the Offers and the Acquisition.	Sections 8.1 and 8.3
What are the significant interests of Directors?	The interests of the Directors are detailed in Section 8.4. The security holdings of the Directors are set out in Section 8.5. A summary of the Directors’ remuneration is set out in Section 8.6. Section 8.7 sets out details of related party agreements with the Company from which the Directors may benefit. Proposed Director, Garry Plowright is a Vendor. The Company proposes to acquire PML from the Vendors under the Acquisition. Accordingly, Mr Garry Plowright (or his nominee/s) will receive a proportion of the Consideration Securities on completion of the Acquisition (being 5,917,160 Shares and 26,627,220 Performance Shares in total). Related parties of Director, Mr Rob Brierley, are PML Noteholders and, subject to Shareholder approval at the General Meeting, will receive 750,000 Shares in satisfaction of the Convertible Notes held by those parties following completion of the Acquisition. Subject to Shareholder approval at the General Meeting, the Post Completion Directors will also receive the following New Options as part of the incentive component of their remuneration: � Mr Bevan Tarratt (or his nominee/s): 3,000,000 New Options; � Mr Robert Brierley (or his nominee/s): 2,000,000 New Options; � Mr Petar Tomasevic (or his nominee/s): 2,000,000 New Options; and � Mr Garry Plowright (or his nominee/s): 2,000,000 New Options. The Company has a shared office agreement with Battler Corporate Pty Ltd, an entity that is part owned by Chairman, Mr Bevan Tarratt, for the Company's current office space at Level 1, 89 St Georges Terrace, Perth WA 6000 (as summarised in Section 8.7(g)).	Sections 8.4, 8.5, 8.6 and 8.7
Are there any relationships between the	See above in relation to Mr Garry Plowright as a Vendor under the Acquisition.	Section 8.7

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Topic	Summary	Details
Company and parties involved in the Acquisition or Offers that are relevant to investors?	Mr Plowright has loaned $10,000 to PML. The Company will discuss with ASX whether this amount can be repaid as exploration expenditure to Mr Plowright and if it is permitted to do so, then it will repay this amount to Mr Plowright at Completion. If the Company is not permitted to repay this amount as exploration expenditure then this amount will be forgiven at Completion. CPS Capital is the Underwriter of the Priority Offer and the Lead Manager and corporate adviser in relation to the Public Offer. The Underwriter has entered into sub-underwriting arrangements in respect of the full amount of the Priority Offer. The Company will pay the Underwriter an offer management and underwriting fee of 1% of the gross cash proceeds raised pursuant to the Public Offer and 5% of the value of funds placed by CPS Capital under the General Offer and 5% of the total subscription amount of the Shortfall Shares under the Priority Offer (all sub-underwriting and selling fees to third parties will be met from this fee by the Underwriter). In addition, the Company has agreed to grant 25,000,000 New Options at an issue price of $0.0001 per Option to the Underwriter and other parties who participate in the Shortfall from the Priority Offer, (being the Underwriter Options the subject of the Underwriter Option Offer).

4.6 Miscellaneous

Topic	Summary	Details
What material contracts are the Company and PML a party to?	The material contracts of the Company and PML comprise: � the Acquisition Agreement; � the Underwriting Agreement; � the Lead Manager and Corporate Adviser mandate; � the Sibelco Royalty Agreement; and � the WRI Sale Agreement.	Sections 8.7 and 14
What is the financial position of the Company and PML post completion of the Offers and the Acquisition?	The Company is currently listed on ASX and its financial history, including its 2017 Annual Report for the period ended 30 June 2017 is available on its website (www.emergentresources.com.au). PML’s historical operations have focussed on the acquisition and exploration of the Tenement. Since incorporation the shareholders of PML have contributed a total of $1,359,781 in funding to PML. These funds have primarily been used to acquire and conduct limited exploration of the Tenement. Historical exploration work has been conducted on the Tenement by previous owners before PML. Refer to the Independent Technical Assessment Report in Section 9for details of the historical exploration work undertaken. Further financial information regarding the Company and PML is set out inSection 11 and theInvestigating Accountant’s Report inSection 12. BDO Audit (WA) Pty Ltd has, without modifying its opinion, issued its auditor report for the PML accounts for the financial years ended 30 June 2016 and 30 June 2017 and the halfyear ended 31	Sections 11 and 12

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	December 2017 with an emphasis of matter in respect of material uncertainty regarding the ability of PML to continue as a going concern and the consequential need for PML to seek additional funding. The Company believes that the completion of the Public Offer and completion of the Acquisition will provide PML with sufficient working capital to resolve this emphasis of matter raised by BDO Audit (WA) Pty Ltd.
Will any Securities be subject to escrow?	Subject to the Company re-complying with Chapters 1 and 2 of the Listing Rules and the Company’s Shares being reinstated to trading on the ASX, certain Shares, Performance Shares and New Options in the Company will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date the Company’s Shares are reinstated to quotation on ASX. No Shares issued under the Public Offer are expected to be subject to escrow. 25,000,000 Shares and 112,500,000 Performance Shares (and 112,500,000 Shares issued on conversion of those Performance Shares) to be issued to the Vendors (or their nominee/s) as consideration for the acquisition of PML will be subject to ASX escrow for either 12 months from the date on which the Shares and Performance Shares are issued or 24 months from reinstatement depending on whether the holder is a related or unrelated party of the Company; 14,625,000 Shares to be issued to the PML Noteholders (or their nominee/s), other than Mr Rob Brierley, in satisfaction of their Convertible Notes will be subject to ASX escrow for 12 months from the date on which the Convertible Notes were issued; 375,000 Shares to be issued to Mr Rob Brierley in satisfaction of his Convertible Notes will be subject to ASX escrow for 24 months from reinstatement; 59,000,000 New Options to be granted to the Advisers, the Underwriter and other parties who participate in the Shortfall from the Priority Offer, and the Post Completion Directors will be subject to ASX escrow for 24 months from reinstatement. Refer to Section 6.11 for further details of the escrow arrangements.	Section 6.11

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5. Chairman’s Letter

Dear Investor

On behalf of the Directors, I am pleased to present this Prospectus and to offer you the opportunity to invest in Emergent Resources Limited, to be renamed Fenix Resources Limited. The Company has entered into the Acquisition Agreement to acquire 100% of the issued capital of PML from its shareholders, subject to the satisfaction of various conditions precedent.

PML owns the Iron Ridge Project which consists of the Tenement located near Cue in Western Australia. The Tenement has an existing ministerial approval to work and mine for iron ore and has historically been mined for red iron oxide ochre). CSA Global has reported an Inferred Mineral Resource and an Exploration Target in accordance with JORC 2012 in relation to the Iron Ridge Project. Refer to Section 7 and the Independent Technical Assessment Report in Section 9 for further information on the Iron Ridge Project.

This Prospectus has been issued by the Company for a public offering of 112,500,000 Shares at an issue price of $0.04 each to raise $4,500,000 (before costs). Eligible Shareholders will also receive a priority entitlement to subscribe for up to $2,000,000 of the Offer. Details of the Public Offer are set out in Section 6.1. The funds raised will used for the Company’s proposed expenditure on the Iron Ridge Project, to provide capital for the Company to pursue further strategic acquisitions, to cover the costs of the Offers, for corporate administration and to provide general working capital. Refer to Section 6.9 for further details on the use of funds.

In addition to the purpose of raising funds under the Public Offer, this Prospectus is issued for the purpose of re-complying with the admission requirements under Chapters 1 and 2 of the Listing Rules, following a change to the nature and scale of the Company’s activities.

This Prospectus also contains secondary Offers (being the Vendor Offer, the Convertible Note Share Offer and the Option Offer). Refer to Sections 6.2 to 6.4 of this Prospectus for more information in respect of these other Offers.

This Prospectus includes details of the Offers, the Company, the Iron Ridge Project and PML, including the assets and proposed operations of the Company post relisting, together with a statement of the risks associated with investing in the Company. I recommend that you read this document carefully and seek independent professional advice before investing in the Company.

On behalf of the Directors, I commend these Offers to you and look forward to welcoming you as a Security holder of the Company.

Yours sincerely,

==> picture [103 x 50] intentionally omitted <==

Bevan Tarratt Non-Executive Chairman

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6. Details of the Offers

6.1 The Public Offer and Minimum Subscription

Pursuant to this Prospectus, the Company offers 112,500,000 Shares at an issue price of $0.04 each to raise $4,500,000 (before costs of the Offers) ( Public Offer ).

The Public Offer comprises:

• (a) the Priority Offer – an offer of 50,000,000 Shares at an issue price of $0.04 each to Eligible Shareholders ( Priority Offer ); and

• (b) the General Offer – an offer of 62,500,000 Shares and any Shortfall Shares from the Priority Offer at an issue price of $0.04 each to the general public ( General Offer ).

The Priority Offer

Under the Priority Offer, Eligible Shareholders (existing Shareholders on the Priority Entitlement Date, who have a registered address in Australia) are invited to apply for a minimum of 50,000 Shares ($2,000) and up to a maximum of 1,250,000 Shares ($50,000) at an issue price of $0.04 each on a first come, first served basis.

The Public Offer is partially underwritten. The Priority Offer is fully underwritten by CPS Capital. The General Offer is not underwritten.

The final allocation of Shares under the Priority Offer will be made on a first come, first served basis.

The Directors, in conjunction with the Underwriter, reserve the right to reject any application or to issue a lesser number of Shares than that applied for. If the number of Shares allocated is less than that applied for, or no issue is made, the surplus Application Monies will be promptly refunded by cheque to the Applicant (without interest).

If the Company receives Applications from Eligible Shareholders for more than 50,000,000 Shares, the Company may treat additional Applications under the Priority Offer as being an Application made under the General Offer.

The General Offer

The General Offer is an offer of 62,500,000 Shares and any Shortfall Shares from the Priority Offer at an issue price of $0.04 each to the general public.

To the extent that there is any Shortfall from the Priority Offer, the Shortfall Shares will form part of the General Offer and the Underwriter will procure Applications under the General Offer for the amount of the Shortfall.

The Directors will determine the recipients of the Shares under the General Offer in consultation with the Underwriter. The Directors, in conjunction with the Underwriter, reserve the right to reject any application or to issue a lesser number of Shares than that applied for. If the number of Shares allocated is less than that applied for, or no issue is made, the surplus Application Monies will be promptly refunded by cheque to the Applicant (without interest).

The minimum level of subscription for the Public Offer is the amount of the Offer (112,500,000 Shares to raise $4,500,000 (before costs)) (the Minimum Subscription ). No Shares will be issued until the Minimum Subscription has been received. If the Minimum Subscription is not received within four months after the date of this Prospectus (or such period as varied by ASIC), the Company will not issue any Shares under this Prospectus and will repay all Application Monies received (without interest) in accordance with the Corporations Act.

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All Shares issued pursuant to the Public Offer will rank equally with the existing Shares on issue. Please refer to Section 15.1 for further information regarding the rights and liabilities attaching to the Shares.

Applications for Shares must be made on the relevant Application Form as provided with, or accompanying, a copy of this Prospectus and received by the Company on or before the relevant Closing Date. Persons wishing to apply for Shares should refer to Section 6.13(a) for further details and instructions.

6.2 The Vendor Offer

Pursuant to this Prospectus, the Company also offers 25,000,000 Shares and 112,500,000 Performance Shares to the Vendors (or their nominee/s) in consideration for the acquisition of all of the issued capital of PML ( Vendor Offer ).

All Shares issued pursuant to the Vendor Offer will rank equally with the existing Shares on issue. Please refer to Section 15.1 for further information regarding the rights and liabilities attaching to the Shares. The Performance Shares issued pursuant to the Vendor Offer will have the terms and conditions set out in Section 15.2.

Please refer to Section 6.13(b) for details of how to apply for Shares and Performance Shares under the Vendor Offer.

If the Public Offer does not proceed then the Vendor Offer will not proceed.

6.3 The Convertible Note Share Offer

Pursuant to this Prospectus, the Company also offers 30,000,000 Shares to the PML Noteholders (or their nominee/s) in satisfaction of the Convertible Notes ( Convertible Note Share Offer ). See Section 14.2 for further details.

All Shares issued pursuant to the Convertible Note Share Offer will rank equally with the existing Shares on issue. Please refer to Section 15.1 for further information regarding the rights and liabilities attaching to the Shares.

Please refer to Section 6.13(c) for details of how to apply for Shares under the Convertible Note Share Offer.

If the Public Offer does not proceed then the Convertible Note Share Offer will not proceed.

6.4 The Option Offer

Pursuant to this Prospectus, the Company also offers 59,000,000 New Options at an issue price of $0.0001 each ( Option Offer ).

The Option Offer comprises:

• (a) an offer of 25,000,000 New Options ( Adviser Options ) to the Advisers (or their nominee/s) ( Adviser Option Offer );

• (b) an offer of 25,000,000 New Options ( Underwriter Options ) to CPS Capital and other parties who participate in the Shortfall from the Priority Offer ( Underwriter Option Offer ); and

• (c) an offer of 9,000,000 New Options ( Director Options ) to the Post Completion Directors (or their nominee/s) ( Director Option Offer ).

The Advisers are consultants who provide assistance in relation to the negotiation and implementation of the transaction and nominees of CPS Capital, Euroz and Hartleys and other parties who assist with raising funds under the Public Offer, none of whom are related parties of the Company.

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The Company has agreed to grant the Underwriter Options as part of the fee for the underwriting of the Priority Offer.

The Post Completion Directors are Existing Directors, Mr Bevan Tarratt, Mr Petar Tomasevic, Mr Rob Brierley and the Proposed Director, Mr Garry Plowright. The Director Options are being granted as part of the incentive component of the Post Completion Directors' remuneration.

Please refer to Section 15.3 for further information regarding the terms and conditions of the New Options.

Please refer to Section 6.13(d) for details of how to apply for New Options under the Option Offer.

If the Public Offer does not proceed then the Option Offer will not proceed.

6.5 Conditions of the Public Offer

The Public Offer is conditional upon the following events occurring:

• (a) the Company raising the full amount under the Public Offer (being $4,500,000) (see Section 6.1);

• (b) Shareholders approving the Acquisition Resolutions at the General Meeting (see Section 6.6);

• (c) completion of the Acquisition; and

• (d) ASX approving the Company’s re-compliance with the admission requirements of Chapters 1 and 2 of the Listing Rules and receiving conditional approval for re-quotation from ASX subject only to the usual terms and conditions on which such conditional approval is given by ASX,

(together the Conditions of the Public Offer).

If the Conditions of the Public Offer are not achieved then the Company will not proceed with the Public Offer and will repay all Application Monies received (without interest) in accordance with the Corporations Act.

If the Public Offer does not proceed, none of the Vendor Offer, the Convertible Note Share Offer the Adviser Option Offer, the Underwriter Option Offer or the Director Option Offer will proceed.

6.6 General Meeting

At the General Meeting the Company will seek Shareholder approval:

• (a) of the change to nature and scale of the activities of the Company as a result of the Acquisition;

• (b) for the acquisition of PML and to issue the Consideration Securities to the Vendors (or their nominee/s);

• (c) to create a new class of Securities (being the Performance Shares);

• (d) to issue 29,500,000 of the Convertible Note Shares to the PML Noteholders (or their nominee/s) other than Director, Mr Rob Brierley;

• (e) to issue 750,000 of the Convertible Note Shares to Mr Rob Brierley;

• (f) to issue Shares pursuant to the Public Offer;

• (g) for the Consolidation;

• (h) to change the name of the Company to “Fenix Resources Limited”;

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• (i) to appoint Mr Garry Plowright as a Director;

• (j) to re-elect Mr Rob Brierley as a Director;

• (k) to adopt the Employee Securities Incentive Plan (see Section 15.4 for a summary of the Plan);

• (l) for the grant of New Options to the Advisers, the Underwriter and other parties who participate in the Shortfall from the Priority Offer and the Post Completion Directors (or their nominee/s) pursuant to the Option Offer.

The Acquisition Resolutions relate to those resolutions associated with the approval of items (a) to (i) above.

6.7 Re-compliance with Chapters 1 and 2 of the Listing Rules

At the Company’s General Meeting, the Company will seek Shareholder approval for, among other things, a change to the nature and scale of the Company's activities as a result of the Acquisition. To give effect to these changes, ASX requires the Company to re-comply with Chapters 1 and 2 of the Listing Rules. This Prospectus is issued to assist the Company to re-comply with these requirements.

The Company was suspended from trading from the date that the Company announced the Acquisition (7 May 2018) and will not be reinstated until the Company has satisfied the Conditions of the Public Offer, including re-compliance with Chapters 1 and 2 of the Listing Rules and any conditions ASX imposes on reinstatement.

There is a risk that the Company may not be able to meet the requirements for re-quotation on the ASX. If the Conditions of the Public Offer are not satisfied, including the Company does not receive conditional approval for re-quotation on ASX, then the Company will not proceed with the Public Offer and will repay all Application Monies received (without interest). If the Public Offer does not proceed, none of the Vendor Offer, the Convertible Note Share Offer, the Adviser Option Offer, the Underwriter Option Offer or the Director Option Offer will proceed.

The Company will apply to ASX no later than seven days from the date of this Prospectus for Official Quotation of the Shares issued under the Public Offer pursuant to this Prospectus. If the Shares are not admitted to quotation within three months after the date of this Prospectus, no Shares will be issued and Application Monies will be refunded in full (without interest) in accordance with the Corporations Act.

Neither ASX nor ASIC take responsibility for the contents of this Prospectus. The fact that ASX may grant Official Quotation of the Shares issued pursuant to this Prospectus is not to be taken in any way as an indication by ASX as to the merits of the Company or the Shares.

6.8 Purpose of the Public Offer

The purpose and key objectives of the Public Offer are to:

• (a) assist the Company to meet the requirements of ASX to re-comply with ASX’s admission requirements under Chapters 1 and 2 of the Listing Rules;

• (b) provide funding for the Company’s proposed expenditure on the Iron Ridge Project (see Sections 6.9 and 7.7);

• (c) provide capital for the Company to pursue further strategic acquisitions (see Section 7.10);

• (d) meet the costs of the Offers; and

• (e) provide general working capital and administration expenditure.

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6.9 Use of funds

The Company intends to apply the funds raised from the Public Offer, together with existing cash reserves over the 24 months following reinstatement to quotation of the Company’s Shares on ASX as follows:

	Year 1 $	Year 2 $
SOURCE OF FUNDS
Current cash	500,000
Public Offer	4,500,000
TOTAL	5,000,000
USE OF FUNDS
Iron Ridge Project expenditure
Site preparation and logistics contracts	20,000	20,000
Exploration & project development management	250,000	300,000
Magnetic survey	50,000	-
Hydrological evaluation	50,000	-
RC drilling – mobilisation, drilling charges and consumables	250,000	150,000
Diamond drilling - mobilisation drilling charges and consumables	300,000	130,000
Exploration technical support – geological logging, wireline logging, analysis	40,000	40,000
Geological review and reporting	50,000	50,000
Resource estimation	75,000	30,000
Development permitting and approvals	150,000	250,000
Feasibility and metallurgical studies	100,000	200,000
Tenement Costs	5,000	5,000
Iron Ridge Project Expenditure sub-total	1,340,000	1,175,000
Corporate and administration costs	450,000	500,000
Costs of Offers and Acquisition	570,000	-
Working Capital	480,000	485,000
TOTAL Funds Allocated	2,840,000	2,160,000

The above table is a statement of current intentions as at the date of this Prospectus. Investors should note that, as with any budget, the allocation of funds set out in the above table may change depending on a number of factors, including the outcome of exploration and study and evaluation activities, further acquisitions, regulatory developments and market and general economic conditions. In light of this, the Board reserves the right to alter the way the funds are applied.

The Directors are satisfied that upon completion of the Offers, the Company will have sufficient working capital to meet its stated objectives as set out in this Prospectus.

6.10 Capital structure

The proposed pro forma capital structure of the Company following completion of the Offers and the Acquisition is as follows:

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	Shares(1)	Options(2)	Performance Shares
Existing Capital Structure	45,398,200
Consideration Securities	25,000,000		112,500,000(3)
Conversion of Convertible Notes	30,000,000
Public Offer(4)	112,500,000
Adviser Options		25,000,000
Underwriter Options		25,000,000
Director Options		9,000,000
Total following completion of Acquisition and Offers(5)	212,898,200	59,000,000	112,500,000

Notes:

• (1) Rights attaching to Shares are summarised in Section 15.1.

• (2) Exercisable at $0.08 on or before the date that is three years from the date of grant and otherwise with the terms and conditions in Section 15.3.

• (3) Comprises 15,000,000 Class A Performance Shares; 30,000,000 Class B Performance Shares; 37,500,000 Class C Performance Shares and 30,000,000 Class D Performance Shares. Terms and Conditions of the Performance Shares are set out in Section 15.2.

• (4) Includes the Priority Offer of up to 50,000,000 Shares ($2,000,000) to existing Shareholders. Refer to Section 6.1(a) for further details.

• (5) The Company is seeking approval at the General Meeting to adopt the Employee Securities Incentive Plan. Under the Employee Securities Incentive Plan, the Company may grant Securities up to a limit of 15% of the Company's issued Shares. Refer to Section 15.4 for further details. The Company intends to grant 31,934,730 Performance Rights to Directors (subject to Shareholder approval) and other employees pursuant to the Plan following completion of the Offer. The milestones for these Performance Rights will likely relate to an increase in the Inferred Mineral Resource, port allocation, trucking contracts, decision to mine and/or production,

6.11 Restricted securities

Subject to the Company re-complying with Chapters 1 and 2 of the Listing Rules and the Company’s Shares being reinstated to trading on the ASX, certain Securities will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of reinstatement to quotation of the Company’s Shares on ASX. During the period in which these Securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.

It is anticipated that:

• 25,000,000 Shares and 112,500,000 Performance Shares (and 112,500,000 Shares issued on conversion of those Performance Shares) to be issued to the Vendors (or their nominee/s) as consideration for the acquisition of PML will be subject to ASX escrow for either 12 months from the date on which the Shares and Performance Shares are issued or 24 months from reinstatement depending on whether the holder is a related or unrelated party of the Company;

• 14,625,000 Shares to be issued to the PML Noteholders (or their nominee/s), other than Mr Rob Brierley, in satisfaction of their Convertible Notes will be subject to ASX for 12 months from the date on which the Convertible Notes were issued;

• 375,000 Shares to be issued to related parties of Mr Rob Brierley in satisfaction of their Convertible Notes will be subject to ASX escrow for 24 months from reinstatement; and

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• 59,000,000 New Options to be granted to the Advisers, the Underwriter and other parties who participate in the Priority Offer and the Post Completion Directors will be subject to ASX escrow for 24 months from reinstatement.

None of the Shares issued under the Public Offer are expected to be restricted securities.

The Vendors have acknowledged that some or all of the Consideration Securities may be escrowed in accordance with the requirements of ASX and will sign (or procure that their nominee/s sign) such form of Restriction Agreement as required by ASX.

The restricted securities listed above are subject to change depending on the escrow periods imposed by ASX in accordance with the Listing Rules. Prior to the Company’s Shares being reinstated to trading on the ASX, the Company will enter into Restriction Agreements with the recipients of the restricted securities in accordance with Chapter 9 of the Listing Rules, and the Company will announce to ASX full details (quantity and duration) of the Securities required to be held in escrow.

6.12 Dividend policy

The Company does not expect to declare any dividends in the near future as its focus will primarily be on using its cash reserves to develop the Iron Ridge Project into a producing iron ore mine.

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on matters such as the availability of distributable earnings, the operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurances can be given by the Company in relation to the payment of dividends or that franking credits may attach to any dividends.

6.13 How to apply

• (a) Public Offer

Applications for Shares under the Public Offer may be made by completing a valid Application Form accompanying this Prospectus in accordance with the instructions set out in the Application Form. Applicants should note there are two separate Application Forms:

• (i) a Priority Offer Application Form for Eligible Shareholders; and

• (ii) a General Offer Application Form for all other Applicants under the General Offer.

Applications for Shares must be for a minimum of 50,000 Shares ($2,000) and thereafter in multiples of 12,500 Shares ($500).

Priority Offer Applications

If you wish to participate in the Priority Offer, you can complete the online application form and make a the BPAY® payment (see below) or contact the Company using the details provided in Section 6.23 to obtain a copy of the Prospectus and a personalised Priority Offer Application Form.

Completed Priority Offer Application Forms and accompanying cheques (or payment to the bank account advised by the Company) for the full amount of the application, being $0.04 per Share multiplied by the number of Shares applied for, must be received by the Share Registry before 5.00pm (AWST) on the Closing Date, 3 October 2018 at the following addresses:

Mailing address:	Hand delivery: (please do not use this address for mailing purposes):
Emergent Resources Ltd C/- Automic RegistryServices	Emergent Resources Ltd C/- Automic RegistryServices

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PO Box 2226 Level 29, 201 Elizabeth Street Strawberry Hills NSW 2012 Sydney NSW 2000

Cheques must be made payable to “Emergent Resources Ltd – Share Offer Account” and should be crossed “Not Negotiable”.

Eligible Shareholders can also apply online by following the instructions at https://automic.com.au/emergentresources-priority.html and completing a BPAY® payment. Eligible Shareholders will be given a BPAY® biller code and a customer reference number unique to the online Application once the online Application Form has been completed.

BPAY® payments must be made from an Australian dollar account of an Australian institution. Using the BPAY® details, Eligible Shareholders must:

• access their participating BPAY® Australian financial institution either via telephone or internet banking;

• select to use BPAY® and follow the prompts;

• enter the biller code and unique customer reference number that corresponds to the online Application;

• enter the amount to be paid which corresponds to the value of Shares under the online Application;

• select which account payment is to be made from;

• schedule the payment to occur on the same day that the online Application Form is completed. Applications without payment will not be accepted; and

• record and retain the BPAY® receipt number and date paid.

Eligible Shareholders should confirm with their Australian financial institution:

• whether there are any limits on the investor’s account that may limit the amount of any BPAY®

payment; and

• the cut off time for the BPAY® payment.

If such payment is not made via BPAY®, the online Application will be incomplete and will not be accepted. The online Application Form and BPAY® payment must be completed and received by no later than the Closing Date, 3 October 2018.

Applicants are urged to lodge their Priority Offer Application Forms or make an online Application and BPAY® payment as soon as possible as Shares under the Priority Offer will be allocated on a first come, first served basis.

An original, completed and lodged Priority Offer Application Form, together with a cheque for the Application Monies or an electronic transfer to the bank account advised by the Company, or a BPAY® payment through an online Application constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in the Priority Offer Application Form or through an online Application. The Priority Offer Application Form does not need to be signed to be valid. If the Priority Offer Application Form is not completed correctly or if the accompanying payment is for the wrong amount, it may be treated by the Company as valid. The Directors' decision as to whether to treat such an application as valid and how to construe, amend or complete the Priority Offer Application Form is final. However an Applicant will not be treated

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as having applied for more Shares than is indicated by the amount of the cheque, direct transfer or BPAY® payment for the Application Monies.

Applications under the Priority Offer can only be made in the registered name of the Eligible Shareholder. If you wish to apply for Shares under the Public Offer in a name other than the Eligible Shareholder, you must apply using a General Offer Application Form or use the online application process for the General Offer set out below.

General Offer Applications

Application for Shares under the General Offer must be made using the General Offer Application Form or completing the online application form and making a BPAY® payment (see below).

The final allocation of Shares under the General Offer will be at the discretion of the Board.

Completed General Offer Application Forms and accompanying cheques (or payment to the bank account advised by the Company) for the full amount of the application, being $0.04 per Share multiplied by the number of Shares applied for, must be received by the Share Registry before 5.00pm (AWST) on the Closing Date, 17 October 2018 at the following address:

Mailing address:	Hand delivery: (please do not use this address for mailing purposes):
Emergent Resources Ltd C/- Automic Registry Services PO Box 2226 StrawberryHills NSW 2012	Emergent Resources Ltd C/- Automic Registry Services Level 29, 201 Elizabeth Street SydneyNSW 2000

Cheques must be made payable to “Emergent Resources Ltd – Share Offer Account” and should be crossed “Not Negotiable”.

Applicants can also apply online by following the instructions at https://automic.com.au/emergentresources-general.html and completing a BPAY® payment. Investors will be given a BPAY® biller code and a customer reference number unique to the online Application once the online Application Form has been completed.

BPAY® payments must be made from an Australian dollar account of an Australian institution. Using the BPAY® details, Investors must:

• access their participating BPAY® Australian financial institution either via telephone or internet banking;

• select to use BPAY® and follow the prompts; enter the biller code and unique customer reference number that corresponds to the online Application;

• enter the amount to be paid which corresponds to the value of Shares under the online Application;

• select which account payment is to be made from;

• schedule the payment to occur on the same day that the online Application Form is completed. Applications without payment will not be accepted; and

• record and retain the BPAY® receipt number and date paid.

Applicants should confirm with their Australian financial institution:

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• whether there are any limits on the investor’s account that may limit the amount of any BPAY®

payment; and

• the cut off time for the BPAY® payment.

If such payment is not made via BPAY®, the online Application will be incomplete and will not be accepted. The online Application Form and BPAY® payment must be completed and received by no later than the Closing Date, 17 October 2018.

Applicants under the General Offer are urged to lodge their General Offer Application Forms or make an online Application and BPAY® payment as soon as possible as the General Offer may close early without notice.

An original, completed and lodged General Offer Application Form, together with a cheque for the Application Monies or an electronic transfer to the bank account advised by the Company, or a BPAY® payment through an online Application constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in the General Offer Application Form or through an online Application. The General Offer Application Form does not need to be signed to be valid. If the General Offer Application Form is not completed correctly or if the accompanying payment is for the wrong amount, it may be treated by the Company as valid. The Directors' decision as to whether to treat such an application as valid and how to construe, amend or complete the General Offer Application Form is final. However an Applicant will not be treated as having applied for more Shares than is indicated by the amount of the cheque, direct transfer or BPAY® payment for the Application Monies.

(b)

Vendor Offer

The Vendor Offer is an offer to the Vendors (and their nominee/s) only.

Only the Vendors (and their nominee/s) may apply for Shares and Performance Shares under the Vendor Offer.

A personalised application form will be issued to the Vendors (and their nominee/s), together with a copy of this Prospectus ( Vendor Offer Application Form ). The number of Shares and Performance Shares to be offered to the Vendors (and their nominee/s) will be outlined in the Vendor Offer Application Form provided by the Company. The Company will only provide the Vendor Offer Application Form to the Vendors (and their nominee/s).

In order to apply for the issue of Shares and Performance Shares under the Vendor Offer, you must complete and return the personalised Vendor Offer Application Form to:

Company Secretary Emergent Resources Limited PO Box 510 Subiaco WA 6904

by no later than 5.00pm (WST) on the Closing Date. If you do not return your Vendor Offer Application Form by this time and date, then the Vendor Offer will lapse.

(c) Convertible Note Share Offer

The Convertible Note Share Offer is an offer to the PML Noteholders (and their nominee/s) only.

Only the PML Noteholders (and their nominee/s) may apply for Shares under the Convertible Note Share Offer.

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A personalised application form will be issued to the PML Noteholders (and their nominee/s), together with a copy of this Prospectus ( Convertible Note Share Offer Application Form ). The number of Shares to be offered to the PML Noteholders (and their nominee/s) will be outlined in the Convertible Note Share Offer Application Form provided by the Company. The Company will only provide the Convertible Note Share Offer Application Form to the PML Noteholders (and their nominee/s).

In order to apply for the issue of Shares under the Convertible Note Share Offer, you must complete and return the personalised Convertible Note Share Offer Application Form to:

Company Secretary Emergent Resources Limited PO Box 510 Subiaco WA 6904

by no later than 5.00pm on the Closing Date. If you do not return your Convertible Note Share Offer Application Form by this time and date, then the Convertible Note Share Offer will lapse.

(d) Option Offer

The Option Offer is an offer to the Advisers, the Underwriter and other parties who participate in the Shortfall from the Priority Offer, and the Post Completion Directors (and their nominee/s) only.

Only the Advisers, the Underwriter and other parties who participate in the Shortfall from the Priority Offer, and the Post Completion Directors (and their nominee/s) may apply for New Options under the Option Offer.

A personalised application form will be issued to the Advisers, the Underwriter and other parties who participate in the Shortfall from the Priority Offer, and the Post Completion Directors (and their nominee/s), together with a copy of this Prospectus ( Option Offer Application Form ). The number of New Options to be offered to the Advisers, the Underwriter and other parties who participate in the Shortfall from the Priority Offer, and the Post Completion Directors (and their nominee/s) will be outlined in the Option Offer Application Form provided by the Company. The Company will only provide the Option Offer Application Form to the Advisers, the Underwriter and other parties who participate in the Shortfall from the Priority Offer, and the Post Completion Directors (and their nominee/s).

In order to apply for the issue of New Options under the Option Offer, you must complete the personalised Option Offer Application Form. Completed Option Offer Application Forms and accompanying cheques (or payment to the bank account advised by the Company) for the full amount of the application, being $0.0001 per New Option multiplied by the number of New Options applied for, must be returned to:

Company Secretary Emergent Resources Limited PO Box 510 Subiaco WA 6904

by no later than 5.00pm on the Closing Date. If you do not return your Option Offer Application Form by this time and date, then the Option Offer will lapse.

6.14 Application monies to be held on trust

Until the Securities are issued under this Prospectus, the Application Monies for Shares under the Public Offer and New Options under the Option Offer will be held by the Company on trust on behalf of Applicants in a separate bank account maintained solely for the purpose of depositing Application Monies

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received pursuant to this Prospectus. If the Shares to be issued under this Prospectus are not admitted to quotation within three months after the date of this Prospectus, no Securities will be issued and Application Monies will be refunded in full without interest in accordance with the Corporations Act.

6.15 Allocation of Securities

Eligible Shareholders who validly apply under the Priority Offer will be given preference in respect of the allocation of up to 50,000,000 Shares (refer to Section 6.13(a) for further details). The allocation of Shares under the Priority Offer will be on a first come, first served basis.

The Directors, in conjunction with the Underwriter, reserve the right to reject any application or to issue a lesser number of Shares than that applied for. If the number of Shares allocated is less than that applied for, or no issue is made, the surplus Application Monies will be promptly refunded by cheque to the Applicant (without interest).

If the Company receives Applications from Eligible Shareholders for more than 50,000,000 Shares, the Company may treat additional Applications under the Priority Offer as being an Application made under the General Offer.

The Directors will determine the recipients of the Shares under the General Offer in consultation with the Underwriter. The Directors, in conjunction with the Underwriter, reserve the right to reject any application or to issue a lesser number of Shares than that applied for. If the number of Shares allocated is less than that applied for, or no issue is made, the surplus Application Monies will be promptly refunded by cheque to the Applicant (without interest).

The Company’s decision on the number of Shares to be allocated to an Applicant is final.

Subject to ASX granting approval for quotation of the Shares, the issue of Shares will occur as soon as practicable after the Public Offer closes. Securities under the other Offers will be issued on or about the same date as Shares under the Public Offer. Holding statements will be dispatched as required by ASX. It is the responsibility of applicants to determine their allocation prior to trading in the Shares.

Applicants who sell the Shares before they receive their holding statement will do so at their own risk.

6.16 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place in which, or to any person to whom it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register this Prospectus or qualify the Securities or otherwise permit a public offering of the Securities the subject of this Prospectus in any jurisdiction outside Australia.

It is the responsibility of Applicants outside Australia to obtain all necessary approvals for the issue of the Securities pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by the Applicant that all relevant approvals have been obtained.

6.17 Underwriter and Lead Manager

The Company has appointed CPS Capital Pty Ltd (AFSL 294848) to act as lead manager and corporate adviser for the Public Offer.

In addition, pursuant to the Underwriting Agreement between the Company and CPS Capital, CPS Capital has agreed to underwrite the Priority Offer thereby guaranteeing (unless the Underwriting Agreement is

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terminated) that the Priority Offer will raise $2,000,000 in total (before costs of the Offer and subject to the terms of the Underwriting Agreement).

The Company will pay CPS Capital the following fees in relation to these roles:

• (a) an offer management and underwriting fee of 1% of the gross cash proceeds raised pursuant to the Public Offer; and

• (b) 5% of the value of funds placed by CPS Capital under the General Offer and 5% of the total subscription amount of the Shortfall Shares under the Priority Offer (all sub-underwriting and selling fees to third parties will be met from this fee by the Underwriter).

In addition, the Company has agreed to grant 25,000,000 New Options at an issue price of $0.0001 per Option to the Underwriter and other parties who participate in the Shortfall from the Priority Offer (being the Underwriter Options the subject of the Underwriter Option Offer).

A summary of the Underwriting Agreement, including the events whereby CPS Capital may be released from its obligations under the Underwriting Agreement, is set out in Section 14.3.

Refer to Section 14.4 for a summary of the terms of the Lead Manager and Corporate Adviser Mandate.

6.18 CHESS and Issuer Sponsorship

The Company participates in the Clearing House Electronic Subregister System ( CHESS ). All trading on ASX in existing Shares is, and in new Shares will be, settled through CHESS. ASX Settlement Pty Ltd ( ASXS ), a wholly-owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the ASX Settlement Operating Rules. On behalf of the Company, the Share Registry operates an electronic issuer sponsored sub-register and an electronic CHESS sub-register. The two sub-registers together make up the Company's principal register of securities.

Under CHESS, the Company will not issue certificates to Shareholders. Instead, Shareholders will receive a statement of their holdings in the Company. If an investor is broker sponsored, ASXS will send a CHESS statement.

The CHESS statement will set out the number of Securities issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Securities.

If you are registered on the Issuer Sponsored subregister, your statement will be dispatched by the Share Registry and will contain the number of Securities issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their security holding changes. Shareholders may request a statement at any other time, however a charge may be made for additional statements.

6.19 Risks

As with any investment in securities, there are risks associated with investing in the Company. The principal risks that could affect the financial and market performance of the Company are detailed in Section 13 of this Prospectus. An investment in the Securities on offer under this Prospectus should be considered speculative. Accordingly, before deciding to invest in the Company, applicants should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice.

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6.20 Forecast financial information

The Company will only complete the Acquisition shortly before re-quotation of the Shares on the Official List and there will be an integration period following that. In addition, the Company intends to utilise funds raised from the Public Offer primarily on exploration and development of the Iron Ridge Project. Consequently, there are significant uncertainties associated with forecasting future revenues and expenses of the Company. In light of uncertainty as to timing and outcome of the Company's growth strategies, the Company's performance in any future period cannot be reliably estimated. On this basis and after considering ASIC Regulatory Guide 170, the Directors believe that reliable financial forecasts for the Company cannot be prepared and, accordingly, financial forecasts have not been included in this Prospectus.

6.21 Privacy statement

If you complete an Application for Securities, 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 security holder and to facilitate distribution payments and corporate communications to you as a security holder.

The information may also be used from time to time and disclosed to persons inspecting the register, including 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 Share Registry.

You can access, correct and update the personal information that the Company holds about you. If you wish to do so, please contact the Share Registry at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (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 Form for Securities, the Company may not be able to accept or process your Application.

6.22 Taxation

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them in relation to the Offers, by consulting their own professional tax advisers. Neither the Company nor any of its Directors or officers accepts any liability or responsibility in respect of the taxation consequences of the matters referred to above.

6.23 Enquiries

This is an important document and should be read in its entirety. Investors should consult with their professional advisers before deciding whether to apply for Securities under this Prospectus. Any investment in the Company under this Prospectus should be considered highly speculative.

Questions relating to the Offers can be directed to the Company at info@emergentresources.com.au.

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7. Company and Iron Ridge Project Overview

7.1 Company Overview

The Company is a resource exploration company that holds an 80% interest in the iron ore, vanadium and manganese rights to the Beyondie Project in Western Australia. The Beyondie Project is prospective for iron ore, vanadium and manganese. As announced by the Company on the ASX, the Company plans to dispose of or relinquish its interest in the Beyondie Project and has been focused on assessing and evaluating new project opportunities.

The Company has entered into a binding term sheet to acquire 100% of the issued capital of PML from the Vendors ( Acquisition Agreement ). PML owns the Iron Ridge Project near Cue, Western Australia.

The key terms of the Acquisition Agreement are set out in Section 14.2.

The Company's proposed strategy post completion of the Acquisition is to develop the Iron Ridge Project into a producing iron ore mine and to actively review additional mineral projects with a view to acquiring one or more additional development assets. The Company plans to dispose of or relinquish its interest in the Beyondie Project post Completion of the Acquisition. See Section 7.10 for further details.

7.2 Iron Ridge Project - Location

The Iron Ridge Project is located approximately 600 km north-northeast of Perth and approximately 67 km northeast of the township of Cue in the Murchison region of Western Australia. Access is via the Great Northern Highway to Cue, then along semi-sealed roads to Glen Station, then along approximately 10 km of unsealed tracks from Glen Station to the Project. See the Independent Technical Assessment Report in Section 9 and the Tenement Report in Section 10 for further information on the Iron Ridge Project. As part of preparation of a Feasibility Study in relation to the Iron Ridge Project, the Company will evaluate contract mining and trucking to minimise upfront capital requirements.

The Project is a greenfield development and therefore requires all infrastructure, equipment, power, water, communications and other services to be established.

The nearest port is Geraldton, located approximately 350 km to the southwest. A regional location plan is included below in Figure 1.

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==> picture [393 x 470] intentionally omitted <==

Figure 1: Iron Ridge regional location plan

7.3 Iron Ridge Project - Geology

The Iron Ridge Project is part of the Weld Range, a northwest-trending Archaean aged granite greenstone terrain of the Yilgarn Craton. It is a marked physiographic feature, 3–5 km wide, 40 km long, within which there is good exposure of metabasalts showing mainly doleritic and minor basaltic and gabbroic textures. Such exposures occur between ridges defined by weathered, steeply dipping beds of BIF which form less than 10% of the thickness of the sequence (Atlas Iron 2009 Resource Report).

The Project comprises two areas of mapped hematite with minor goethite mineralisation hosted within a BIF. The mapped areas are separated by a distinct drainage feature with the north-eastern feature being approximately 550m x 40m, and the south western feature “Little Wilgie Mia” being approximately 370m x 45m).

The BIF dips 80° to the south with the mineralisation interpreted in excess of 80 m depth.

Three parallel to sub-parallel ridges of BIF occur on the Tenement. The Main BIF (mapped as hematite) is some 40 m wide, with much thinner (several metres) BIF units to the south (designated Little BIF 1 and Little BIF 2 respectively). Little BIF 1 and Little BIF 2 are defined by discontinuous goethitic outcrops at a lower elevation than the Main BIF. A geological mapping plan is included as Figure 2.

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The Main BIF horizon mineralisation comprises predominantly hematite with minor goethite and shaly limonite iron ore which potentially represent remnant internal mafic intrusives. The mineralisation lenses have reportedly (Richardson, 2017) been formed by remobilisation of iron and replacement of jaspilites (BIF) during deep-seated thermal metamorphism. Subsequent supergene oxidation, leaching and hydration of the iron ore has resulted in the formation of goethite and the concentration of secondary hematite (occasionally in the form of red ochre).

The distribution of any internal mafic intrusives which are potentially contributing the alumina have not been well defined by previous exploration and represents a risk. However, given the reported alumina grade of 2.7% Al2O3 based on 14 drillholes, the amount of internal waste is unlikely to be significant. Nevertheless, future exploration programs must be accompanied by quality geological logging and interpretation supported by downhole geophysics.

There is no mention of “hard competent hematite” in any of the reported past work, hence the opportunity for mining a significant proportion of premium lump product remains untested. There were some indications in the 1996–1997 Commercial Minerals Limited (CML) drill logs which suggest a predominantly fines product.

All drilling was reverse circulation percussion ( RCP ) (excluding 1962 diamond drilling and 1973 vacuum drilling programs); therefore, mitigating the ability to re-interpret any core photos or residual core for hardness potential. It is assumed the 1962 core no longer exists.

The Company plans to drill several targeted diamond drillholes into the deposit, to conclusively determine whether the Project could realistically produce a higher premium lump product.

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==> picture [404 x 582] intentionally omitted <==

----- Start of picture text -----

Little BIF 2
Little BIF 1
----- End of picture text -----

7.4 Iron Ridge Project – Resource and Exploration Target

The Iron Ridge Project comprises two areas of mapped hematite mineralisation hosted within a banded iron formation ( BIF ) which contains a high grade (64.1% Fe) Inferred Mineral Resource estimate of 5Mt with low to acceptable deleterious elements at a cut-off grade of 50% Fe (Table 3). CSA Global reported the Mineral Resource in accordance with the JORC Code (2012) in April 2018.

Table 3: Iron Ridge Mineral Resource

Prospect	Category	Tonnes (Mt)	Fe%	SiO2%	Al2O3%	P%	LOI%
Iron Ridge	Inferred	5.0	64.1	3.3	2.7	0.05	1.6

The most recent exploration was completed by Atlas Iron Limited ( Atlas ) in 2009 who delineated and reported an Inferred Mineral Resource estimate based on a 50% Fe cut-off grade. The Mineral Resource was defined on 14 reverse circulation percussion ( RCP ) drillholes totalling 1,131 m on a variable 50–100 m x 10–25 m drill spacing grid over a strike length of 600 m to a depth of approximately 70–80 m from surface. Previous drilling by other companies included diamond drilling (1962), vacuum drilling (1973) and RCP (1995), although the results from these earlier holes were only used to guide interpretation.

The Tenement is the subject of two royalty agreements, the Sibelco Royalty Agreement and the WRI Sale Agreement. Refer to Sections 14.6 and 14.7 respectively for a summary of the key terms of these agreements, including the royalties payable pursuant to the agreements.

CSA Global completed an Exploration Target to quantify the upside exploration potential of the Project. The quantum of this Target is summarised in Table 4. The ranges of tonnes and ranges of grade described in Table 4 are in addition to the existing declared Inferred Mineral Resource of 5 Mt.

Table 4: Iron Ridge Exploration Target

BIF Unit	Mineralisation	Tonnage (Mt)	Grade (% Fe)
Main BIF	Hematite	0.6–7.1	64.1–65.3
Little BIF 1/2	Goethite	0.1–5.5	58.0–59.5
Total		0.7–12.7*	58.0–65.3

*Totals may not sum correctly due to rounding.

An exploration target is a statement or estimate of the exploration potential of a mineral deposit in a defined geological setting where the statement or estimate, quoted as a range of tonnes and a range of grade (or quality), relates to mineralisation for which there has been insufficient exploration to estimate a Mineral Resource.

The Inferred Mineral Resource estimate displays low to acceptable levels of deleterious elements with P (0.05%), Al2O3 (2.7%), and SiO2 (3.3%). Confirmation of the elemental makeup of the mineralised body and a determination of the proportion of fines or lump product potential will be made through future metallurgical studies.

The high-grade nature of the deposit and low to acceptable level of deleterious elements provides potential for a material price premium to the Platts 62% IODEX price, which is the industry-standard reference price for seaborne iron ore. Recent premiums for 65% Fe product are reflected by the price difference between the average Metal Bulletin 65% index price and the average Platts 62% IODEX price for the quarterly periods for the past four completed quarterly periods, as set out in the table below:

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Average Iron Ore Price1	Q2 2018	Q1 2018	Q4 2017	Q3 2017
(per metric tonne, CFR China)
Iron ore - Metal Bulletin 65% index	US$86.00	US$90.30	US$84.70	US$91.20
	AU$113.01*	AU$118.66*	AU$111.30*	AU$119.84*
Iron ore - Platts 62% IODEX	US$65.30	US$74.30	US$65.60	US$70.90
	AU$85.81*	AU$97.64*	AU$86.20*	AU$93.17*
Calculated premium for 65%	US$20.70	US$16.00	US$19.10	US$20.30
Fe over 62% Fe	AU$27.20*	AU$21.03*	AU$25.10*	AU$26.68*

• Currency conversion based on prior 6-month average exchange rate of AU$1.314086 per US$1[2]

1 SOURCE: http://www.vale.com/EN/investors/information-market/quarterly-results/QuarterlyResultsDocs/Vale_IFRS_1Q18_i.pdf

2 SOURCE: www.oanda.com US$ to AU$ conversion based on average exchange rate for the 6 month period to 2 August 2018.

7.5 Iron Ridge Project - Proposed Exploration Programme

The Company proposes to use the funds raised pursuant to the Public Offer to undertake an exploration program aimed at increasing the Mineral Resource and improving its confidence in accordance with the JORC Code (2012). This will commence with the testing of the maximum case as defined in the Exploration Target and selective infill drilling to improve the geological understanding of the mineralisation.

To progress and improve the classification confidence in the Mineral Resource, further drilling, including a Mineral Resource estimation is proposed for Year 2.

Year 1 Drill Program

The primary objective of the drilling is to test the maximum case of the Exploration Target and develop an understanding of the depth, lateral extents and stratigraphy of the hematite mineralisation, therefore addressing the key geological risks.

The drilling program is summarised in Table 5 and shown in Figure 3. A total of a maximum 15 RCP holes (2,650 m) on five sections, with three holes per section are proposed, with hole depths varying from 80 m to 250 m.

To investigate the presence for any lump product, the proposed RCP drillholes PR004-06* targeted into and beneath the Inferred Mineral Resource, could be substituted for HQ3 diamond drillholes.

1 SOURCE: http://www.vale.com/EN/investors/information-market/quarterly-results/QuarterlyResultsDocs/Vale_IFRS_1Q18_i.pdf

2 SOURCE: www.oanda.com US$ to AU$ conversion based on average exchange rate for the 6 month period to 2 August 2018.

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Table 5: Proposed Year 1 drilling

Hole	Easting	Northing	Depth (m)	Angle (°)	Direction (°)
PR001	567990	7019620	80	-60	330
PR002	568010	7019580	200	-60	330
PR003	568040	7019530	250	-60	330
PR004*	567730	7019460	80	-60	330
PR005*	567750	7019410	200	-60	330
PR006*	567780	7019370	250	-60	330
PR007	567580	7019340	80	-60	330
PR008	567600	7019300	200	-60	330
PR009	567630	7019250	250	-60	330
PR010	567520	7019280	80	-60	330
PR011	567540	7019230	200	-60	330
PR012	567560	7019190	250	-60	330
PR013	567430	7019240	80	-60	330
PR014	567450	7019190	200	-60	330
PR015	567480	7019150	250	-60	330
TOTAL			2,650

*Potential substitute for diamond drillholes.

Additional technical work themes to progress the Project and upgrade the Mineral Resource will comprise:

• Providing a comprehensive quality control dataset on new drillholes.

• Measuring specific gravity density on diamond core in both the mineralisation and waste.

• Measuring downhole gamma-density on all drillholes.

• Surveying existing and historical collars at high precision in GDA 94 coordinate system.

• Undertaking downhole deviation surveys to provide a reliable dataset of mineralisation pierce points and confirm the location of existing information.

Specific drill details and metres related to the proposed Year 2 use of funds will be developed pending results from the Year 1 work program. It is assumed for these reporting purposes that an additional 2,500 m of drilling will be required in Year 2.

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==> picture [11 x 359] intentionally omitted <==

----- Start of picture text -----

Figure 3: Proposed Year 1 drilling to test the Maximum Case on the Main BIF
----- End of picture text -----

7.6 Iron Ridge Project - Logistics

Road Transport

The Iron Ridge Project is located approximately 490 km by road from the Port of Geraldton The Company is currently proposing to transport iron ore by road using triple road trains from the Iron Ridge Project to the Port of Geraldton. These road train configurations and the use of the intended road transport route require the approval of the Main Roads Western Australia.

Port

Geraldton Port is the closest deep-water sea port to the Iron Ridge Project. The port is well serviced and currently operates at an estimated 16mtpa rate against a 20mtpa capacity. The port caters for the import and export of various products including: iron ore, mineral sands, grain, break bulk cargo, container cargo, fertilisers, livestock and general cargo. The port has three berths that are considered suitable for the purposes of shipping iron ore.

7.7 Iron Ridge Project - Proposed Budget

The proposed two-year exploration program and budget are summarised in Table 6:

Table 6: Proposed work program and use of funds

Activity	Estimated cost ($)	Estimated cost ($)
	Year 1	Year 2
Site preparation and logistics agreements (transport, port and shipping contracts)	20,000	20,000
Exploration & project development management	250,000	300,000
Magnetic survey	50,000	-
Hydrological evaluation	50,000	-
RC drilling – mobilisation, drilling costs and consumables	250,000	150,000
Diamond drilling – mobilisation, drilling costs and consumables	300,000	130,000
Exploration Technical Support – geological logging, wireline logging, analysis	40,000	40,000
Geological review and reporting	50,000	50,000
Resource Estimation	75,000	30,000
Development permitting and approvals	150,000	250,000
Feasibility and metallurgical studies	100,000	200,000
Tenement Costs	5,000	5,000
TOTAL	1,340,000	1,175,000

Further information about the proposed exploration programme and budgets is provided in sections 4 and 6 of the Independent Technical Assessment Report.

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7.8 Competent Persons Statement

Information in this Prospectus that relates to Exploration Results/Exploration Target is based on, and fairly reflects, information compiled by Mr Mark Pudovskis, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Pudovskis is a consultant to the Company, employed by CSA Global, independent mining industry consultants. Mr Pudovskis has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined by the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Pudovskis consents to the inclusion of the data in this Prospectus in the form and context in which it appears.

The information in this Prospectus that relates to Mineral Resources is based on information compiled by Mr Alex Whishaw. Mr Whishaw is a full-time employee of CSA Global and is a Member of the Australasian Institute of Mining and Metallurgy. Mr Whishaw has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Whishaw consents to the disclosure of the information in this Prospectus in the form and context in which it appears.

7.9 PML Overview

PML is an Australian proprietary company that was incorporated in June 2014 for the purpose of acquiring the Tenement. The only material asset of PML is the Tenement.

The sole activities of PML since incorporation has been the acquisition, and limited exploration, of the Iron Ridge Project.

7.10 Other Projects

The Company plans to actively review additional mineral projects with a view to acquiring one or more new development assets.

The Company currently also holds an 80% interest in the iron ore, vanadium and manganese rights to the Beyondie Project under a contractual arrangement with De Grey Mining Limited. The Company expects to relinquish or divest these rights after Completion of the Acquisition.

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8. Directors, Key Management and Corporate Governance

8.1 Post Completion Director profiles

The Board currently comprises Non-Executive Directors Bevan Tarratt, Robert Brierley, Petar Tomasevic, Jian-Hua Sang and Edmond Yao. Subject to completion of the Acquisition, it is intended that the Board of the Company will comprise:

• Robert Brierley – Executive Director;

• Garry Plowright – Executive Director;

• Bevan Tarratt – Non-Executive Chairman; and

• Petar Tomasevic – Non-Executive Director.

Existing Directors Jian-Hua Sang and Edmond Yao will resign from the Board with effect from the Closing Date of the Offers. Brief profiles of the Directors of the Company following completion of the Offers and the Acquisition are set out below.

Robert Brierley

Executive Director

Mr Brierley holds a Bachelor of Engineering (Mining Engineering) and a Graduate Diploma in Applied Finance and Investment. He is experienced in project and mine management, corporate finance, leadership, corporate governance and equities research. Mr Brierley has significant experience in many mining operations, including acting as Registered Mine Manager/Quarry Manager at several iron ore mines including Yandi, Marandoo and Koolan Island.

Additionally, he has over 13 years of experience in financial markets, predominantly as Head of Equities Research. It is expected that Mr Brierley will be at the forefront of the Company’s fundraising whilst also progressing the Company’s development of the high-grade Iron Ridge Project iron ore deposit.

Mr Brierley is a Graduate Member of the Australian Institute of Company Directors. He has had previous executive and non-executive roles with Brockman Resources Ltd (ASX: BRM), Alchemy Resources Ltd (ASX: ALY), BrazIron Ltd (ASX: BZL) and Carbine Resources Ltd (ASX: CRB).

Refer to Section 8.7(a) for a summary of the material terms of Mr Brierley's engagement with the Company.

Garry Plowright

Executive Director

Mr Plowright is an experienced executive with over 25 years’ experience in finance, commercial and technical development within the mining and exploration industry, working for some of Australia’s leading resource companies. He has been involved in gold, base metals and iron ore exploration and mining development projects in Australia and worldwide.

Mr Plowright's previous experience includes the supply and logistics of services to the mining and exploration industry including capital raising, corporate governance and compliance, project management, mining and environmental approvals and regulations, contract negotiations, tenure management, land access, stakeholder and community engagement. Mr Plowright has extensive experience in mining law and has provided services to the industry in property acquisitions, project generation and joint venture negotiations.

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Mr Plowright has held global operational and corporate roles with Gindalbie Metals Ltd, Mt Edon Gold Ltd, Pacmin Mining, Atlas Iron Ltd, Tigris Gold (South Korea) and Westland Titanium (New Zealand). He has a strong background in strategic management, business planning, building teams, capital/debt raising, and experience with a variety of commodities. Mr Plowright is currently a non-executive director of ASX listed Hexagon Resources Limited (ASX:HXG)

Refer to Section 8.7(a)(i) for a summary of the material terms of Mr Plowright's engagement with the Company.

Bevan Tarratt

Non-Executive Chairman

Mr Tarratt has an extensive background in capital markets, accounting and corporate advisory with a specific focus on small cap Australian equities. Mr Tarratt was previously a client advisor at Patersons Securities and partner of a venture capital firm. He has been involved in the re-capitalisation, restructuring and acquisition of assets for numerous ASX listed companies.

In the last three years Mr Tarratt has been a director in the following other ASX listed companies - Pura Vida Energy NL (ASX:PVD): 1 August 2011 to 13 January 2014 and then from 25 May 2018 to present, Protean Energy Ltd (ASX:POW): 12 June 2007 to present, Jacka Resources Ltd (ASX:JKA): 13 August 2018 to present.

Petar Tomasevic

Non-Executive Director

Mr Tomasevic has significant experience in the financial services industry having worked with numerous ASX listed companies in marketing and investor relations roles. Whilst engaged by Stocks Digital, a leading Australian marketing firm, he specialized in digital marketing strategies and investor relations.

Mr Tomasevic has substantial practical business knowledge and was the former Managing Director of an international sports manufacturing company. In addition to his business acumen, Mr Tomasevic was a professional athlete for 10 years and was part of the Rio 2016 French Olympic Team.

Mr Tomasevic is fluent in 5 languages and is currently appointed as a French language specialist to assist in project evaluation for various ASX listed junior explorers.

8.2 Resigning Director Profiles

As noted above, existing Directors Jian-Hua Sang and Edmond Yao will resign from the Board with effect from the Closing Date of the Offers. Brief profiles of the resigning Directors are set out below.

Jian-Hua Sang

Non-Executive Director

Mr Sang trained in China and was the first Chinese postgraduate student studying Economic Geology in Western Australia. He has more than 25 years of international exploration, mining and corporate experience in Asia, Australia and Africa. Directorships of other listed companies in the last three years: Chrysalis Resources Limited (ASX:CYS): 5 July 2013 to 1 December 2015.

Edmond Yao

Non-Executive Director

Mr Yao brings a wealth of experience in the technology, construction and energy sectors. Mr Yao is currently Chairman of The China Cable and Wire Association. Mr Yao has previously represented China Hua Dian Corp, one of the Big Five China Power EPC companies, during this period he was responsible for the construction of two national scale Thermal Power Stations and the largest power grid in Cambodia.

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Mr Yao possesses an extensive background in equity capital markets and corporate transactions. Mr Yao held no other directorships of other ASX listed companies in the last three years.

8.3 Key Management Personnel

Following completion of the Acquisition Mr Robert Brierley and Mr Garry Plowright will be responsible for the day to day management of the Company as Executive Directors.

Matthew Foy

Company Secretary

Mr Foy is an experienced company secretary and active member of the WA State Governance Council of the Governance Institute Australia (GIA). Previously a senior adviser at the ASX facilitating the listing and compliance of companies, Mr Foy possesses core competencies in publicly listed company secretarial, operational and governance disciplines.

8.4 Directors’ interests

Other than as set out in this Prospectus, no Director has, or had within two years before lodgement of this Prospectus with ASIC, any interest in:

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

• (b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or the Offers; or

• (c) the Offers,

and the Company has not paid any amount or provided any benefit, or agreed to do so, to any Director, either to induce that Director to become, or to qualify them as a director of the Company, or otherwise, for services rendered by them in connection with the formation or promotion of the Company or the Offers.

8.5 Directors’ Securities interests

Directors are not required under the Company's Constitution to hold any Shares.

As at the date of this Prospectus none of the Directors has an interest in Securities of the Company.

The Existing Directors and the Proposed Director have advised that they do not intend to subscribe for any Shares under the Public Offer.

The anticipated interests of the Directors in the Securities of the Company, following completion of the Offers and the Acquisition, are as follows:

Director Shares	Director Shares	Performance Shares New Options	Performance Shares New Options	Performance Shares New Options
Number %
Bevan Tarratt	-	0%	-	3,000,000
Robert Brierley	750,000	0%	-	2,000,000
Petar Tomasevic	-	0%	-	2,000,000
Garry Plowright	5,917,160	2.78%	26,627,2201	2,000,000
1. Comprises 3,550,296 Class A Performance Shares, 7,100,592 Class B Performance Shares, 8,875,740 Class C Performance Shares and 7,100,592 Class D Performance Shares.

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8.6 Remuneration of Directors

The Constitution provides that the remuneration of non-executive Directors will not be more than the aggregate fixed sum determined by a general meeting of Shareholders, which is currently $300,000 per annum. The annual remuneration payable to each of the Existing Directors is as follows (exclusive of statutory superannuation contributions and GST (if any)):

Director	Annual Remuneration
Bevan Tarratt	$60,0001
Robert Brierley	$60,0002
Petar Tomasevic	$60,000
Jian-Hua Sang	$60,0003
Edmond Yao	$60,0004
1. In addition, Mr Tarratt received a consulting fee of $50,000	in November 2017 (see below).
2. In addition, Mr Brierley has received consulting fees of $54,449.94 since his appointment as a Non-
Executive Director (see below).
3. In addition, Mr Sang received a consulting fee of $50,000 in	November 2017 (see below).
4. In addition, Mr Yao received a consulting fee of $40,000 in November 2017 (see below).

The Company entered into a consulting agreement with each of Mr Bevan Tarratt, Mr Jian-Hua Sang and Mr Edmond Yao for a period of 5 months from 1 July 2017. Pursuant to the consulting agreements each of these Directors were engaged as consultants to provide corporate development and assist the Company to identify and secure merger and acquisition deals for 5 days per month and were entitled to a fee of $10,000 (plus GST) per month for these services.

The Company has engaged Mr Rob Brierley as a consultant to provide project development and corporate advisory services to the Company for a fee of $12,500 (plus GST) per month during the period from 1 June 2018 until completion of the Acquisition, when he becomes an Executive Director.

Following completion of the Offers and the Acquisition it is proposed that the Directors’ fees will be $60,000 per annum for the Non-Executive Chairman and Non-Executive Directors (exclusive of statutory superannuation contributions and GST (if any)). In addition, each Director receives a phone allowance of $50 per month.

The remuneration of the Executive Directors will be determined by the Board from time to time. A summary of the material terms of the engagement of Robert Brierley and Garry Plowright as Executive Directors are set out in Sections 8.7(a) and 8.7(b) respectively.

The annual remuneration (exclusive of superannuation) payable to each of the Directors following completion of the Offers and the Acquisition is as follows:

Director	Annual Remuneration
Bevan Tarratt	$60,000
Robert Brierley	$150,000
Petar Tomasevic	$60,000
Garry Plowright	$72,000

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8.7 Agreements with Directors or Related Parties

• (a) Executive Services Agreement – Executive Director (Mr Robert Brierley)

The Company and Mr Robert Brierley have entered into an executive services agreement for his role as an Executive Director of the Company with effect from Completion.

The principal terms of the agreement are as follows:

• (i) Mr Brierley will be engaged as Executive Director – Corporate and Project Development with a time commitment of 3 days per week equivalent.

• (ii) The remuneration comprises a salary of $12,500 per month (inclusive of Directors fees but exclusive of statutory superannuation).

• (iii) The Agreement may be terminated:

• (A) by either party without cause with 3 months' written notice or if the Company elects, with payment in lieu of notice;

• (B) by the Company with one month’s notice, or immediately with payment in lieu of notice if Mr Brierley is unable to perform his duties under the agreement for three consecutive months or a period aggregating three months in a 12 month period;

• (C) by the Company, at any time with written notice and without payment (other than entitlements accrued to the date of termination) as a result of any occurrence which gives the Company a right of summary dismissal at common law; and

• (D) by Mr Brierley immediately, by giving notice, if the Company is in breach of a material term of its agreement with him.

The agreement otherwise contains industry-standard provisions for a senior executive of a public listed company.

(b) Executive Services Agreement – Executive Director (Mr Garry Plowright)

The Company and Mr Garry Plowright have entered into an executive services agreement for his role as an Executive Director of the Company with effect from Completion.

The principal terms of the agreement are as follows:

• (i) Mr Plowright will be engaged as Executive Director – Permitting, Access and Environmental with a time commitment of 8 days equivalent per month.

• (ii) The remuneration comprises a salary of $6,000 per month (inclusive of Directors fees but exclusive of statutory superannuation).

• (iii) The Agreement may be terminated:

• (A) by either party without cause with 3 months' written notice or if the Company elects, with payment in lieu of notice;

• (B) by the Company with one month’s notice, or immediately with payment in lieu of notice if Mr Plowright is unable to perform his duties under the

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agreement for three consecutive months or a period aggregating three months in a 12 month period;

• (C) by the Company, at any time with written notice and without payment (other than entitlements accrued to the date of termination) as a result of any occurrence which gives the Company a right of summary dismissal at common law; and

• (D) by Mr Plowright immediately, by giving notice, if the Company is in breach of a material term of its agreement with him.

The agreement otherwise contains industry-standard provisions for a senior executive of a public listed company.

• (c)

Non-Executive Chairman

The Company has entered into an agreement with Mr Bevan Tarratt in respect of his appointment as Non-Executive Chairman.

Mr Tarratt is currently paid a fee of $60,000 per annum (exclusive of statutory superannuation and GST) for his services as Non-Executive Chairman. He receives a phone allowance of $50 per month and is also entitled to be reimbursed for all reasonable expenses incurred in performing his duties. The appointment of Mr Tarratt is otherwise on terms that are customary for an appointment of this nature.

• (d)

Non-Executive Director

The Company has entered into an agreement with each of Mr Petar Tomasevic, Mr Jian-Hua Sang and Mr Edmond Yao in respect of their appointments as Non-Executive Directors.

Messrs Tomasevic, Sang and Yao are currently paid a fee of $60,000 per annum (exclusive of statutory superannuation and GST (if any)) for their services as Non-Executive Directors. They each receive a phone allowance of $50 per month and are also entitled to be reimbursed for all reasonable expenses incurred in performing their duties. The appointments of Messrs Tomasevic, Sang and Yao are otherwise on terms that are customary for appointments of this nature.

As set out in Section 8.1 above, Messrs Sang and Yao will resign from their roles as Non-Executive Directors with effect from the Closing Date of the Offers.

(e)

Relationship between Director and Proposed Director and PML

Proposed Director, Mr Garry Plowright, is one of the Vendors. The Company proposes to acquire PML from the Vendors under the Acquisition. Accordingly, Mr Plowright will receive a portion of the Consideration Securities on completion of the Acquisition, being 5,917,160 Shares and 26,627,220 Performance Shares (comprising 3,550,296 Class A Performance Shares, 7,100,592 Class B Performance Shares, 8,875,740 Class C Performance Shares and 7,100,592 Class D Performance Shares.

Related parties of Director, Mr Rob Brierley, are PML Noteholders. On completion of the Acquisition, the Convertible Notes will be assigned to, and assumed by, the Company and satisfied in full through the issue of 30,000,000 Shares to the PML Noteholders (or their nominee/s) (being the Convertible Note Shares the subject of the Convertible Note Share Offer). Subject to Shareholder approval at the General Meeting, the related parties of Mr Brierley will receive 750,000 of the Convertible Note Shares.

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(f) Deeds of indemnity, insurance and access

The Company is party to a deed of indemnity, insurance and access with each of the Existing Directors and is proposing to enter into a similar deed with Mr Garry Plowright upon his appointment. Under these deeds, the Company indemnifies each Director to the extent permitted by the Corporations Act against any liability arising as a result of the Director acting as a director of the Company. The Company is also required to maintain insurance policies for the benefit of the relevant Director and must also allow the Directors to inspect board papers in certain circumstances.

(g) Shared office arrangement with entity that is part owned by Mr Bevan Tarratt's father

The Company has a shared office agreement with Battler Corporate Pty Ltd (an entity that is part owned by Mr Bevan Tarratt's father) ( Battler ) for its current office space at Level 1, 89 St Georges Terrace, Perth WA 6000. The material terms of the shared office agreement are:

• (i) the Company shares the tenancy leased by Battler at Level 1, 89 St Georges Terrace, Perth WA 6000;

• (ii) the Company pays an agreed monthly fee of $1,390.40 which has been determined based on the costs being shared between the parties with the Company responsible for 25% of electricity and floor space costs (including outgoings and cleaning) and 10% of the administration costs;

• (iii) any increase in costs to Battler will be proportionately passed on to the Company based on the recharge percentages above;

• (iv) either party can cancel the arrangement with 30 days written notice.

(h) Director loan from Proposed Director to PML

Proposed Director, Mr Garry Plowright has loaned $10,000 to PML. The Company will discuss with ASX whether this amount can be repaid as exploration expenditure to Mr Plowright, and if it is permitted to do so, then it will repay this amount to Mr Plowright at Completion. If the Company is not permitted to repay this amount as exploration expenditure then this amount will be forgiven at Completion.

8.8 Agreements with key management personnel

(a) Company Secretary Engagement Letter

The Company has engaged Matthew Foy through Minerva Corporate Pty Ltd to provide company secretary services to the Company. Mr Foy receives a monthly fee of $2,500 (plus GST) for two days work (7.5 hours per day). Mr Foy will receive an additional hourly rate of $150 (plus GST), capped at a maximum of $1,000 (plus GST) per day, for all work performed beyond the two days per month. The Company will also be responsible for all expenses reasonably and properly incurred by Minerva in the discharge of its obligations under the agreement.

These services will continue until terminated by either party giving three months' notice in writing or with immediate effect in the event of a material breach, gross negligence or wilful negligence.

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8.9 Corporate governance

This summary identifies the key corporate governance policies and practices adopted by the Company’s Board. The Board is committed to ensuring continued investor confidence in the operations of the Company and in maintaining high standards of corporate governance in the performance of their duties.

(a) The role of the Board

The role of the board of Directors is to provide strategic guidance to the Company (and its related bodies corporate), effective oversight of management and to provide a sound base for a culture of good corporate governance within the Company.

The Board will always retain ultimate authority over the management and staff of the Company and its related bodies corporate.

In performing its role, the Board should act, at all times:

• (i) in recognition of its overriding responsibility to act honestly, fairly and in accordance with the law in serving the interests of the Company, its Shareholders, as well as its employees, customers and the community;

• (ii) in a manner designed to create and continue to build sustainable value for Shareholders;

• (iii) in accordance with the duties and obligations imposed upon them by the Company’s constitution and applicable law; and

• (iv) with integrity and objectivity, consistently with the ethical, professional and other standards set out in the Company’s corporate governance policies.

(b) Responsibilities of the Board

The responsibilities of the Board include:

• (i) represent and serve the interests of Shareholders by overseeing and appraising the Company’s strategies, policies and performance;

• (ii) protect and optimise the Company’s performance and build sustainable value for Shareholders;

• (iii) set, review and ensure compliance with the Company’s values and governance framework; and

• (iv) ensure that Shareholders are kept informed of the Company’s performance and major developments.

(c)

Composition of the Board

Under the Company’s constitution, the minimum number of Directors is three and the maximum number is seven. The Board at the date of this Prospectus comprises of five Directors, namely Bevan Tarratt, Robert Brierley, Petar Tomasevic, Jian-Hua Sang and Edmond Yao. Upon completion of the Offers and the Acquisition, the Board will comprise four Directors, namely Bevan Tarratt, Robert Brierley, Garry Plowright and Petar Tomasevic. The Directors consider the size and composition of the Board is appropriate given the current size and status of the Company.

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Each Director is bound by all of the Company’s charters, policies and codes of conduct. If the Board determines it is appropriate or necessary, they may establish committees to assist in carrying out various responsibilities of the Board. Such committees will be established by a formal charter.

The responsibility for the day to day operation and administration of the Company is delegated by the Board to the Executive Directors.

The Board seeks to nominate persons for appointment to the Board who have the qualifications, experience and skills to augment the capabilities of the Board.

(d)

Independent professional advice

The Directors are entitled to seek independent professional advice at the Company’s expense on any matter connected with the discharge of their responsibilities. Such advice may be sought in accordance with the procedures set out in the Board Charter.

(e)

Securities trading policy

The Company has adopted a formal policy for dealing in the Company’s securities by Directors and employees and their related entities (in accordance with Listing Rule 12.9). The securities trading policy provides that Key Management Personnel should:

• (i) not deal in the Company’s securities while in possession of price sensitive, non-public information; and

• (ii) only trade in the Company’s securities after receiving clearance to do so from a designated clearance officer, where clearance may not be provided in defined “blackout periods”.

The securities trading policy is available on the Company’s website at www.emergentresources.com.

(f)

Remuneration policy

The Company has adopted a remuneration policy designed to align individual and team reward and encourage executives to perform to their full capacity.

Remuneration packages may contain any or all of the following:

• (i) annual salary with provision to recognise the value of the individuals' personal performance and their ability and experience;

• (ii) rewards, bonuses, commissions, special payments and other measures available to reward individuals if deemed appropriate;

• (iii) long term incentives – executive Directors may participate in share option schemes with the prior approval of Shareholders; and

• (iv) other benefits, such as holiday leave, sickness benefits, superannuation payments and long service benefits.

The Board will determine the appropriate level and structure of remuneration of the executive team and such consideration will occur each year.

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Remuneration of executives will be reviewed annually by the Board. Determination of NonExecutive Director’s fees is with regard to the long term performance of the Company.

(g)

Continuous disclosure policy

The Company, as a listed public company, is required to disclose price sensitive information to the market as it becomes known to comply with the continuous disclosure requirements of the Corporations Act and the Listing Rules.

The continuous disclosure policy of the Company ensures that all Shareholders and investors have equal access to the Company’s information, to the extent practicable. Price sensitive information will be disclosed by way of an announcement to ASX and placed on the Company’s website.

(h) Shareholder communication

The Board strives to ensure that Shareholders are provided with full and timely information to assess the performance of the Company and its Directors and to make well-informed investment decisions.

Information is communicated to Shareholders:

• (i) through the release of information to the market via ASX;

• (ii) through the distribution of the annual report and notice of annual general meeting;

• (iii) through letters and other forms of communications directly to Shareholders; and

• (iv) by posting relevant information on the Company’s website.

(i)

Ethical standards and business conduct

The Board recognises the need for Directors and employees to observe appropriate standards of behaviour and business ethics when engaging in corporate activity. Through its code of conduct, the Board intends to maintain a reputation for integrity. The Company’s business ethics are founded on openness, honesty, fairness, integrity, mutual respect, ethical conduct and compliance with laws.

The standards set out in the code of conduct are required to be adhered to by officers and employees of the Company. The code of conduct and further details of these standards can be found on the Company’s website.

(j) ASX Corporate Governance Principles and Recommendations

Where possible and having regard to the size and nature of the Company’s operations, the Board has adopted the Corporate Governance Principles and Recommendations (3rd Edition) issued by ASX Corporate Governance Council. As a listed entity the Company has been required to report any departures from the principles and recommendations in its annual report. The Company’s proposed departures from the principles and recommendations, as at the date of readmission to the Official List, are set out in the table below.

Recommendation	Nature of departure	Explanation for departure
1.5(c)	Measurable objectives for achieving gender diversity have not been	The Company has not formally established measurable objectives for achieving gender diversity given the current stage of its operations and number of employees.

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Recommendation	Nature of departure	Explanation for departure
	established or disclosed.	The Company has however adopted a Diversity Policy which outlines the Company’s objectives in the provision of equal opportunities in respect of employment and employment conditions. The Diversity Policy is available on the Company’s website. The Company will review the requirement to set and report on measurable objectives for achieving gender diversity as the Company’s operations and employee numbers grow.
1.6(b)	No performance evaluations undertaken for the Board, its committees and individual directors.	To date formal performance evaluations have not been undertaken. Given the size and resources available to the Company, it is not proposed that performance evaluations will take place immediately from the date of re- admission of the Company to the Official List. As the Company's operations and employee numbers grow, the Board will reassess the Company's practices in relation to performance reviews.
1.7(b)	No performance evaluations undertaken for senior executives.	As above.
2.1	The Board will not have a nomination committee.	Given the size and level of the Company's operations, it is not proposed that the Board will have a nomination committee. As the Company's operations and employee numbers grow, the Board will reassess the need for a nomination committee.
2.4	The majority of the board will not be independent directors.	The Board considers only Petar Tomasevic to be an independent director at the date of this Prospectus and following Completion. The Board does not currently consider an independent majority of the Board to be appropriate given the Board considers at least two Directors need to be executive directors of the Company to be effectively managed. The Board has taken the following steps to structure the Board to add value despite not having an independent majority of directors: (a) membership of the Board is focused on providing the Company with a broad base of industry skills and experiences considered necessary to fulfil the business objectives of the Company; and (b) membership of the Board is reviewed on an on-going basis to determine if additional core strengths are required to be added to the Board in light of the nature of the Company’s business and its objectives.

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Recommendation	Nature of departure	Explanation for departure
2.5	The chair of the board will not be an independent director.	The Company's current Chairman is Bevan Tarratt who is not an independent director. However, the Board considers Mr Tarratt's role as Chairman to be important to the success of the Company in its current stage and in light of the nature of the Company's business and its objectives.
4.1	The Board will not have an audit committee.	Given the size and level of the Company's operations, it is not proposed that the Board will have a separate audit committee. Instead, the full Board will be responsible for performing the role of the audit committee. As the Company's operations and employee numbers grow, the Board will reassess the need for a separate audit committee.
7.1	The Board will not have a risk management committee.	Given the size and level of the Company's operations, it is not proposed that the Board will have a separate committee to oversee risk. Instead, the full Board will be responsible for overseeing risk. As the Company's operations and employee numbers grow, the Board will reassess the need for a separate committee to oversee risk.
8.1	The Board will not have a remuneration committee.	Given the size and level of the Company's operations, it is not proposed that the Board will have a separate remuneration committee. Instead, the full Board will be responsible for performing the role of the remuneration committee. As the Company's operations and employee numbers grow, the Board will reassess the need for a separate remuneration committee.

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9. Independent Technical Assessment Report

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10. Tenement Report

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11. Financial Information

11.1 The Company

BDO Corporate Finance (WA) Pty Ltd has prepared an Investigating Accountant’s Report which incorporates:

• abbreviated historical statements of profit or loss and other comprehensive income and historical statements of cash flows for the Company for the financial years ended 30 June 2016 and 30 June 2017 and the half year ended 31 December 2017; and

• abbreviated historical statements of financial position for the Company as at 30 June 2016, 30 June 2017 and 31 December 2017.

Please refer to Appendices 1, 3 and 4 of the Investigating Accountant’s Report in Section 12 for further information.

The consolidated pro-forma statement of financial position referred to in Section 11.3 has been derived from the Company’s consolidated historical statement of financial position as at 31 December 2017.

The audited financial statements (inclusive of significant accounting policies) of the Company for the financial years ended 30 June 2016 and 30 June 2017 and the audit reviewed half year financial statements for the half year ended 31 December 2017 are available (free of charge) on request to the Company on (08) 9486 4036 between 9.00am and 5.00pm (WST) Monday to Friday.

11.2 PML

BDO Corporate Finance (WA) Pty Ltd has prepared an Investigating Accountant’s Report which incorporates:

• abbreviated historical statements of profit or loss and other comprehensive income and historical statements of cash flows for PML for the financial years ended 30 June 2016 and 30 June 2017 and the half year ended 31 December 2017; and

• abbreviated historical statements of financial position for PML as at 30 June 2016, 30 June 2017 and 31 December 2017.

Please refer to Appendices 5 to 7 of the Investigating Accountant’s Report in Section 12 for further information.

BDO Audit (WA) Pty Ltd has, without modifying its opinion, issued its auditor report for the PML accounts for the financial years ended 30 June 2016 and 30 June 2017 and the half year ended 31 December 2017 with an emphasis of matter in respect of material uncertainty regarding the ability of PML to continue as a going concern and the consequential need for PML to seek additional funding. The Company believes that the completion of the Public Offer and completion of the Acquisition will provide PML with sufficient working capital to resolve this emphasis of matter raised by BDO Audit (WA) Pty Ltd.

The audited financial statements (inclusive of significant accounting policies) of PML for the financial years ended 30 June 2016 and 30 June 2017 and the audit reviewed half year financial statements for the half year ended 31 December 2017 are available (free of charge) on request to the Company on (08) 9486 4036 between 9.00am and 5.00pm (WST) Monday to Friday.

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11.3 Pro-forma statement of financial position

A consolidated pro-forma statement of financial position is contained in Appendix 2 of the Investigating Accountant's Report.

The pro-forma historical information has been derived from the audit reviewed 31 December 2017 accounts for the Company and audit reviewed 31 December 2017 accounts for PML, after adjusting for the effects of any subsequent events described in Section 6 of the Investigating Accountant’s Report and the pro forma adjustments described in Section 7 of the Investigating Accountant’s Report. The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical financial information and the events or transactions to which the pro forma adjustments relate, as described in Section 7 of the Investigating Accountant’s Report, as if those events or transactions had occurred as at the date of the historical financial information. Due to its nature, the pro forma historical financial information does not represent the Company’s actual or prospective financial position or financial performance.

Shareholders should read the Investigating Accountant's Report in full before making any investment decision.

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12. Investigating Accountant's Report

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13. Risk Factors

An investment in the Securities offered under this Prospectus should be considered speculative because of the nature of the Company's business. This Section identifies the major areas of risk associated with an investment in the Company, but should not be taken as an exhaustive list of the risk factors to which the Company and holders of its Securities are exposed.

Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which securities will trade. There can be no guarantee that the Company will achieve its stated objectives or that any forward looking statement will eventuate.

The selection of risks contained in this Section has been based on an assessment of a combination of the probability of the risk occurring and the impact of the risk if it did occur. The assessment is based on the knowledge of the Directors as at the date of this Prospectus, but there is no guarantee or assurance that the importance of risks will not change or other risks will not emerge. Additional risks not presently known to the Company, or if known, not considered material, may also have an adverse impact.

Potential investors should read the entire Prospectus and consult their professional advisers before deciding whether to apply for Securities.

13.1 Risks specific to the Company

(a) Completion risk

The Acquisition is conditional on the Company re-complying with Chapters 1 and 2 of the Listing Rules (see Section 13.1(b) below). Pursuant to the Acquisition Agreement (the key terms of which are summarised in Section 14.2), the Company has agreed to acquire 100% of PML. Completion of the Acquisition of PML is subject to the satisfaction of certain conditions (as set out in Section 14.2).

There is a risk that these conditions cannot be satisfied and in turn that completion of the Acquisition will not proceed. If the Acquisition does not proceed, the Company will incur costs relating to advisers and other costs, with no material benefit being achieved.

(b) Re-quotation of shares on ASX

As part of the Company's change in nature and scale of activities, ASX will require the Company to re-comply with Chapters 1 and 2 of the Listing Rules. This Prospectus has been issued to assist the Company to re-comply with these requirements. The Company's Shares were suspended from the date of the announcement of the Acquisition, and the Shares will remain suspended until completion of the Acquisition, the Offers, re-compliance by the Company with Chapters 1 and 2 of the Listing Rules and compliance with any further conditions ASX imposes on such reinstatement.

There is a risk that the Company will not be able to satisfy one or more of those requirements and that its Shares will consequently remain suspended from quotation.

(c) Liquidity risk

On completion of the Acquisition, the Company proposes to issue shares to the PML Vendors. The Company understands that the ASX will treat some of these securities as restricted securities in accordance with Chapter 9 of the Listing Rules. This could be considered an increased liquidity risk as a portion of issued capital may not be able to be traded freely for a period of time.

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(d) Financial markets risks

Share market conditions may affect the value of the Company's quoted Securities regardless of the Company's operating performance. Share market conditions may be affected by many factors including, but not limited to, the following:

• (i) general economic outlook;

• (ii) interest rates and inflation rates;

• (iii) currency fluctuations;

• (iv) commodity price fluctuations;

• (v) changes in investor sentiment toward particular market sectors;

• (vi) the demand for, and supply of, capital; and

• (vii) 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 mining securities in particular. Neither the Company, nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(e)

Mineral Resource estimates

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

CSA Global has reviewed and reported the Mineral Resource in accordance with the JORC Code (2012) and considered that the Mineral Resource was modelled appropriately for the styles of mineralisation and the commodity type. Although there are no fatal flaws in the estimates, the following technical risks have been identified.

• (i) CSA Global were unable to verify the data integrity in any detail. The sampling methods, sampling recoveries, survey and QAQC which may have impacted the declared Mineral Resource were poorly reported (or not at all).

• (ii) Although on a broad scale, the geological interpretation is relatively simple and unlikely to put the declared Mineral Resource at risk, the quality and depth of the technical reporting in support of the geological interpretation was generally lacking. Minor to moderate geological risks include:

• (A) continuity of grade;

• (B) internal waste associated with dolerite and lower-grade metasediment bands diluting the in-situ Mineral Resource;

• (C) mineralisation pinching out at depth; and

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(D) mineralisation properties, specifically confidence in the presence of a lump product.

(f)

Price of product

Iron ore commands a different price depending on discounts and premiums related to iron content and impurities levels. The existing Mineral Resource at the Iron Ridge Project is considered high grade, having an iron grade of 64.1%. There has been insufficient marketing and metallurgical test work to assume that the Company will receive a market premium for its product.

Additionally, lump product sells at a premium to fines product. There has not been enough technical work undertaken to determine what proportion of the product will be lump. If the technical work demonstrates that the iron ore from the Iron Ridge Project will not have a significant proportion of lump product then the Company will not receive a further price premium.

(g)

Results of studies

Potential investors should understand that although it is the Company’s intention to perform the required work, including studies (scoping, prefeasibility or Feasibility Studies) to proceed to a decision to mine, this does not guarantee the Iron Ridge Project will get to production. Once the above mentioned studies are completed the results of the studies may deem that it is not viable to commence mining. This may be for a variety of reasons including but not limited to economic, legal, environmental and social.

(h)

Exploration risk

Exploration is a high risk undertaking. The Company does not give any assurance that the planned exploration of the Tenement will result in the Mineral Resource being increased or that future exploration will result in the estimation or discovery of other significant or economic Mineral Resources.

In particular, there is a risk that, through further exploration and resource drilling, the Company will not be able to increase the quantity of the existing Iron Ridge Mineral Resource. CSA Global have advised that, except for mapped hematite extending northwest from the existing Inferred Mineral Resource to the interpreted fault contact, there is no factual evidence of further hematite mineralisation on the Tenement outside of the existing Inferred Mineral Resource. The most likely area amendable to the future discovery of mineralisation, in addition to the northeast of the existing Mineral Resource is southwest of the existing Mineral Resource and at depth. However, mineralisation at depth may potentially be beneath the water table. Atlas reported that the 2008 drilling was terminated when the drill samples became wet. The reason for the wet samples and why the drill holes did not continue has not been explained and remains speculation.

Even if the current Mineral Resource is improved or other significant Mineral Resources are identified, there can be no guarantee that they can be economically exploited. In addition, the current Mineral Resource may become depleted, resulting in a reduction of the value of the Tenement.

The exploration costs of the Company have been estimated based on certain assumptions which are subject to significant uncertainties. The actual costs may materially differ from these estimates. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised. The Company may be materially and adversely affected if the actual costs are substantially greater than the estimated costs.

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(i) Metallurgy

Mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of significant risk such as:

• (i) identifying a metallurgical process through test work to produce a saleable product;

• (ii) developing an economic process route to produce a product; and

• (iii) changes in mineralogy in the deposit can result in inconsistent recovery, affecting the economic viability of a project.

(j) Operational risks

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

These risks and hazards could also result in damage to, or destruction of, equipment, personal injury, environmental damage, business interruption and possible legal liability. While the Company currently intends to maintain insurance within ranges of coverage consistent with industry practice, no assurance can be given that the Company will be able to obtain such insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims.

(k)

Iron Ore commodity prices

As an explorer for iron ore and, potentially, other minerals, any future earnings of the Company are expected to be closely related to the price of those commodities.

Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include worldwide and regional supply and demand for commodities, general world economic conditions and the outlook for interest rates, inflation and other economic factors on both a regional and global basis. These factors may have a positive or negative effect on the Company's exploration and project development plans, together with the ability to fund those plans and activities.

(l) Native Title

The Native Title Act recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people in land and waters, according to their traditional laws and customs. There is significant uncertainty associated with Native Title in Australia and this may impact on the Company's operations and future plans.

Native Title can be extinguished by valid grants of land (such as freehold title) or waters to people other than the Native Title holders or by valid use of land or waters. Native Title is not necessarily extinguished by the grant of mining leases, although a valid mining lease prevails over Native Title to the extent of any inconsistency for the duration of the title.

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Tenements granted before 1 January 1994 are valid or validated by the Native Title Act. The Tenement was granted prior to 1 January 1994 and accordingly suspends the operation of native title within the tenement area for the life of the Tenement.

The existence of a Native Title Claim is not an indication that Native Title in fact exists on the land covered by the claim, as this matter is ultimately determined by the Federal Court.

(m)

Aboriginal Heritage

The Company must comply with Aboriginal heritage legislation requirements which include the requirement to conduct heritage survey work prior to the commencement of operations.

The Company is aware of various areas of indigenous significance and Aboriginal heritage sites of considerable cultural value both to the local indigenous communities and the broader community generally. These heritage sites require the Company to comply with the Aboriginal Heritage Act in respect of any ground disturbing activities. Prior to commencing significant ground disturbing activities, including mining, the Company will need to consult with local traditional owners regarding the likely impact that the proposed activities may have on such areas.

There is no guarantee that the Company will be able to deal with the above issues in a satisfactory or timely manner and accordingly such issues may increase the proposed time periods for the conduct of the Company's proposed activities and also limit the Company's ability to conduct its proposed activities on the Tenement including ultimately commencing mining operations.

(n)

Tenement title

Interests in tenements in Western Australia are governed by legislation and are evidenced by the granting of licences. Each licence is granted for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to, or its interest in, the Tenement if licence conditions are not met or if insufficient funds are available to meet expenditure commitments as and when they arise.

The Tenement (or tenements in which the Company may acquire an interest in the future), will be subject to applications for renewal or exemption from expenditure (as the case may be). The renewal or exemption from expenditure for a tenement is usually determined at the discretion of the relevant government authority.

If a tenement is not renewed or granted an exemption from expenditure, the Company may suffer damage through loss of opportunity to develop and discover minerals on that tenement.

(o)

Environmental

Exploration and mining activities on tenements are subject to laws and regulations regarding environmental impact matters and the discharge or emission of wastes and materials to the environment. As with all mineral projects, the Company's activities on the Tenement are expected to have a variety of environmental impacts. The Company's activities on the Tenement will be subject to the satisfaction of environmental guidelines and requisite approvals from applicable government authorities.

The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws but may still be subject to accidents or other unforeseen

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events which may compromise its environmental performance and which may have adverse financial implications for the Company.

In addition, the cost and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potentially economically viable mineral deposits.

Environmental matters applicable to the Iron Ridge Project are within the remit of Commonwealth (and potentially State) authorities, including under legislation in the form of the Environment Protection and Biodiversity Conservation Act 1999 (Cth). The Company will need to seek pre-approval on environmental matters for any mining operations and the Environmental Protection Authority will, among other things, assess the impact of proposed activities on flora and fauna and matters of national environmental significance under the EPBC Act as part of an accredited assessment. The Company understands that the Project area is likely to contain matters of national environmental significance including threatened and endangered fauna (including the Curlew Sandpiper).

The EPBC assessment process requires approval of the Commonwealth (and potentially State) authorities and there is no fixed time for the process to complete. Significant delays in the process can potentially have a material adverse effect on the Company’s business, financial condition and operations and affect the Company’s ability to pursue the projects. In addition, there is no guarantee that the assessments undertaken by these authorities will be favourable or the approvals sought will be granted. Failure to obtain such approvals will prevent the Company from undertaking its desired activities and this will have a material adverse effect on the Company’s business, financial condition and operations.

Future legislation and regulations governing mineral exploration and production may impose significant environmental obligations on the Company. The Company is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase the Company’s cost of doing business or affect its operations in any area. There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on the Company’s business, financial condition and results of operations.

(p) Road transport

The Company is currently proposing to transport iron ore by road using triple road trains from the Iron Ridge Project to the Port of Geraldton. The road train configurations and the use of the intended road transport route require the approval of the Main Roads Western Australia. There are standard procedures and protocols to be adhered to during the application process which the Company intends to follow. There is no guarantee that Main Roads Western Australia approval will be granted which if this occurred would likely have a significant effect on the commencement of mining operations or if an alternate route can be found the cost of transport.

(q) Limited operating history

PML has limited operating history and the unproven potential of the Iron Ridge Project makes any evaluation of the business or its prospects difficult.

No assurances can be given that the Company will achieve commercial viability through exploration and development of the Iron Ridge Project following completion of the Acquisition and implementation of its business plans in respect of the Iron Ridge Project.

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In this regard the Company notes that BDO Audit (WA) Pty Ltd has, without modifying its opinion, issued its auditor report for the PML accounts for the financial years ended 30 June 2016 and 30 June 2017 and the half year ended 31 December 2017 with an emphasis of matter in respect of material uncertainty regarding the ability of PML to continue as a going concern and the consequential need for PML to seek additional funding.

(r)

Future capital needs

The funds to be raised under the Public Offer are considered sufficient to meet the Company’s immediate objectives following completion of the Acquisition. Additional funding may be required in the event costs exceed the Company’s estimates and to effectively implement its business and operational plans in the future to take advantage of opportunities for acquisition, joint ventures or other business opportunities, and to meet any unanticipated liabilities or expenses which the Company may incur. If such events occur, additional funding will be required.

Following the Public Offer, the Company may seek to raise further funds through equity or debt financing, joint ventures, licensing arrangements, or other means. Failure to obtain sufficient financing for the Company’s activities and future projects may result in delay and indefinite postponement of the Company’s activities and potential development programs. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing may not be favourable to the Company and might involve substantial dilution to shareholders.

(s)

Dilution risk

The Acquisition and the Public Offer will result in the issue of a number of Shares. This means that each Share on issue at the date of this Prospectus will represent a significantly lower proportion of ownership in the Company. Shareholders should note that if they do not participate in the Public Offer (and even if they do), their holdings may be considerably diluted (as compared to their holdings at the date of this Prospectus).

Upon completion of the Acquisition and the Public Offer, assuming the Public Offer is fully subscribed, existing Shares on issue will represent approximately 21% of the Company's enlarged share capital following completion of the Acquisition and Public Offer.

(t) Reliance on key personnel and ability to recruit additional personnel

The Company’s future depends, in part, on its ability to attract and retain key personnel. It may not be able to hire and retain such personnel at compensation levels consistent with its existing compensation and salary structure. Its future also depends on the continued contributions of its executive management team and other key management and technical personnel, the loss of whose services would be difficult to replace. In addition, the inability to continue to attract appropriately qualified personnel could have a material adverse effect on the Company’s business.

13.2 General Risks

(a)

Economic risk

The future viability of the Company is also dependent on a number of other factors affecting performance of all industries and not just the mining and resources industries including, but not limited to, the following:

• (i) general economic conditions in jurisdictions in which the Company operates;

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• (ii) changes in government policies, taxation and other laws in jurisdictions in which the Company operates;

• (iii) the strength of the equity and share markets in Australia and throughout the world, and in, particular, investor sentiment towards the mining and resources sector;

• (iv) movement in, or outlook on, interest rates and inflation rates in jurisdictions in which the Company operates; and

• (v) natural disasters, social upheaval or war in jurisdictions in which the Company operates.

(b)

Taxation

There is the potential for further changes to tax laws and changes in the way tax laws are interpreted. Any change to the current rates of taxes imposed on the Company is likely to affect returns to Shareholders.

The Company obtains external expert advice on the application of the tax laws to its operations. An interpretation of taxation laws by a revenue authority that is contrary to the Company's interpretation of those laws may increase the amount of tax to be paid.

In addition, an investment in the Securities involves tax considerations which may differ for each Shareholder. Each prospective Shareholder is encouraged to seek professional tax advice in connection with any investment in the Company.

(c)

Policies and legislation

The introduction of new legislation or amendments to existing legislation by governments, and the decisions of courts and tribunals, can impact adversely on the assets, operations and, ultimately, the financial performance of the Company.

Any adverse developments in political and regulatory conditions in the countries in which the Company conducts business could materially affect the Company’s prospects. Political changes, such as changes in both monetary and fiscal policies, expropriation, methods and rates of taxation and currency exchange controls may impact the performance of the Company as a whole.

(d)

Investment risk

An investment in the Securities to be issued pursuant to this Prospectus should be considered speculative. They carry no guarantee as to payment of dividends, return of capital or the market value of the Securities. The prices at which an investor may be able to trade the Securities may be above or below the price paid for the Securities. While the Directors commend the Offers, prospective investors must make their own assessment of the likely risks and determine whether an investment in the Company is appropriate to their own circumstances.

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14. Material Contracts

14.1 Introduction

Set out below are summaries of the key provisions of contracts to which the Company is a party which are, or may be, material in terms of the Offers or the operations of the Company or otherwise are or may be relevant to an investor who is contemplating the Offers. To understand fully all rights and obligations pertaining to the material contracts, it would be necessary to read them in full.

14.2 Acquisition Agreement

Under the Acquisition Agreement:

• (a) Subject to satisfaction of various conditions precedent (see below for further details), the Company will acquire 100% of PML for the following consideration:

• (i) 25,000,000 Shares; and

• (ii) 112,500,000 Performance Shares (comprising, 15,000,000 Class A Performance Shares, 30,000,000 Class B Performance Shares; 37,500,000 Class C Performance Shares and 30,000,000 Class D Performance Shares),

(together, the Consideration Securities).

The Performance Shares will convert into Shares on a one for one basis on satisfaction of the following performance milestones prior to the relevant expiry date set out in the table below:

Class	Performance Milestone	Expiry Date
Class A	Declaration of an Inferred Mineral Resource of not less than 8 million tonnes of iron ore at 65% Fe grade in accordance with the JORC Code of 2012 within 6 months from commencement of drilling on the Tenement (Milestone A Achievement Date).	Confirmation that Milestone A has been achieved must occur within two months after the Milestone A Achievement Date.
Class B	Achievement of 1 million tonnes cumulative of shipped Iron Ore production from the Tenement at an Operating Margin of greater than US$15 per dry metric tonne shipped within the earlier of 24 months from commencement of mining on the Tenement and 60 months from the date of completion of the Acquisition (Milestone B Achievement Date).	Confirmation that Milestone B has been achieved must occur within the earlier of two months after the Milestone B Achievement Date and 60 months from the Settlement Date.
Class C	Achievement of 2 million tonnes cumulative of shipped Iron Ore production from the Tenement at an Operating Margin of greater than US$15 per dry metric tonne shipped within the earlier of 36 months from commencement of miningon the	Confirmation that Milestone C has been achieved must occur within the earlier of two months after the Milestone C Achievement Date and 60

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Class	Performance Milestone	Expiry Date
	Tenement and 60 months from the date of completion of the Acquisition (Milestone C Achievement Date).	months from the Settlement Date.
Class D	Achievement of 3 million tonnes cumulative of shipped Iron Ore production from the Tenement at an average Operating Margin of greater than US$15 per dry metric tonne shipped within the earlier of 48 months from commencement of mining on the Tenement and 60 months from the date of completion of the Acquisition (Milestone D Achievement Date).	Confirmation that Milestone A has been achieved must occur within the earlier of two months after the Milestone D Achievement Date and 60 months from the Settlement Date.

For the purposes of the performance milestones "Operating Margin" means the gross profit contribution from mining operations relating to the Tenement. Gross profit excludes any noncash items (such as depreciation, amortisation and share-based payments), indirect overhead costs (such as corporate compliance costs and corporate overheads), interest and taxes.

The Performance Shares will convert on a Change of Control Event prior to the relevant expiry date (subject to a cap of 10% of Shares on issue).

The terms of the Performance Shares are set out in Section 15.2.

• (b) PML has issued convertible notes with an aggregate face value of $600,000 ( Convertible Notes ) to the PML Noteholders. On completion of the Acquisition, the Convertible Notes will be assigned to, and assumed by, the Company and satisfied in full through the issue of 30,000,000 Shares to the PML Noteholders (or their nominee/s) (being the Convertible Note Shares the subject of the Convertible Note Share Offer).

• (c) The Acquisition is conditional upon the satisfaction of a number of conditions by 4 November 2018. These conditions have either been satisfied or substantially satisfied, with the exception of the following conditions which remain outstanding at the date of this Prospectus:

• (i) completion of the Consolidation;

• (ii) Shareholder approval of the Acquisition Resolutions at the General Meeting;

• (iii) the Company receiving commitments for the full amount of the Public Offer; and

• (iv) the Company obtaining any necessary regulatory approvals on terms acceptable to the parties as are required to give effect to the Acquisition including re-compliance with Chapters 1 and 2 of the Listing Rules on conditions which are reasonably satisfactory to the Company;

• (d)

• Mr Garry Plowright will be appointed to the Board of the Company; and

• (e) the Vendors have given warranties and representations in favour of the Company which are customary for a transaction of this nature.

The Acquisition Agreement is otherwise on customary terms for a transaction of this nature.

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14.3 Underwriting Agreement

Pursuant to the Underwriting Agreement, the Underwriter has agreed to fully underwrite the Priority Offer.

Pursuant to the Underwriting Agreement, the Company has agreed to:

• (a) pay the Underwriter an underwriting fee of 1% of the total amount raised under the Priority Offer (being $2,000,000) and 5% of the total subscription amount of the Shortfall Shares under the Priority Offer, exclusive of GST (all sub-underwriting fees will be met from this fee by the Underwriter); and

• (b) grant 25,000,000 New Options at an issue price of $0.0001 per Option to the Underwriter and other parties who participate in the Shortfall from the Priority Offer (being the Underwriter Options the subject of the Underwriter Option Offer).

In addition, the Underwriter will be reimbursed for all reasonable pre-approved costs and expenses of and incidental to the Priority Offer up to an aggregate of $5,000. If the Company or the Underwriter terminates the Underwriting Agreement, the Company will pay the Underwriter a termination fee equal to the amount of the corporate advisory fee which has accrued up until the date of termination, as well as any accrued expenses up to the date of termination.

The obligation of the Underwriter to underwrite the Priority Offer is subject to certain events of termination. The Underwriter may terminate its obligations under the Underwriting Agreement at any time before the issue of the Underwritten Shares if:

• (a) ( Indices fall ) the S&P or ASX 200 Index closes on any 4 consecutive trading days before the date by which the Company must give the Underwriter written notice of the shortfall under the Priority Offer 10% or more below its respective level as at the close of business on the Business Day prior to the date of execution of the Underwriting Agreement;

• (b) ( Prospectus ): the Prospectus or the Priority Offer are withdrawn by the Company;

• (c) ( No Listing Approval ): the Company fails to lodge an Appendix 1A in relation to the Underwritten Shares with ASX within 7 days after the lodgement of the Prospectus with the ASX;

• (d) ( No Official Quotation ): ASX has advised the Company that it will or may not grant official quotation to the Underwritten Shares on or prior to the despatch date as set out in the timetable in the Underwriting Agreement;

• (e) ( Restriction on allotment ): the Company is prevented from allotting the Underwritten Shares within the time required by this Agreement, the Corporations Act, the Listing Rules, any statute, regulation, or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;

• (f) ( Takeovers Panel ): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt. 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel;

• (g) ( Hostilities ): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the Underwriting Agreement involving one or more of Australia, New Zealand, Indonesia, Japan, the United Kingdom, the United States of America, India, or the People's Republic of China, which in the reasonable opinion of the Underwriter has or is likely to have a material adverse effect on the Priority Offer;

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• (i) ( Authorization ): any authorization which is material to anything referred to in the Prospectus is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the Underwriter;

• (ii) ( Event of Insolvency ): an Event of Insolvency occurs in respect of the Company or any Subsidiary (each a Relevant Company );

• (iii) ( Indictable offence ): a director or senior manager of a Relevant Company is charged with an indictable offence, which in the reasonable opinion of the Underwriter has or is likely to have a material adverse effect on the Priority Offer; or

• (iv) ( Termination Events ): subject always to the material adverse effect qualification described below, upon the occurrence of any of the following events:

• (A) ( Default ): default or breach by the Company under the Underwriting Agreement of any terms, condition, covenant or undertaking which is incapable of remedy or is not remedied by the date valid applications are required to be lodged in accordance with the Underwriting Agreement;

• (B) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect;

• (C) ( Contravention of constitution or Act ): a contravention by a Relevant Company of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;

• (D) ( Adverse change ): an event occurs which gives rise to a Material Adverse Effect in relation to the Company's assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of any Relevant Company;

• (E) ( Significant change ): a "new circumstance" as referred to in Section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor;

• (F) ( Public statements ): without the prior approval of the Underwriter a public statement is made by the Company in relation to the Priority Offer or the Prospectus;

• (G) ( Misleading information ): any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Priority Offer or the affairs of any Relevant Company is or becomes misleading or deceptive or likely to mislead or deceive;

• (H) ( Change in Act or policy ): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy;

• (I) ( Prescribed Occurrence ): a Prescribed Occurrence occurs, other than as disclosed in this Prospectus;

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• (J) ( Suspension of debt payments ): the Company suspends payment of its debts generally;

• (K) ( Judgment against a Relevant Company ): a judgment in an amount exceeding $50,000.00 is obtained against a Relevant Company and is not set aside or satisfied within 7 days;

• (L) ( Litigation ): litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agreement commenced against any Relevant Company, other than any claims foreshadowed in this Prospectus;

• (M) ( Board and senior management composition ): there is a change in the composition of the Board or a change in the senior management of the Company other than as contemplated in the Prospectus before the date of issue of the Underwritten Shares without the prior written consent of the Underwriter;

• (N) ( Change in shareholdings ): there is a material change in the major or controlling shareholdings of a Relevant Company or a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to a Relevant Company;

• (O) ( Timetable ): there is a delay in any specified date in the timetable set out in the Underwriting Agreement which is greater than 3 Business Days;

• (P) ( Force Majeure ): a Force Majeure affecting the Company's business or any obligation under the Underwriting Agreement lasting in excess of 5 days occurs;

• (Q) ( Certain resolutions passed ): a Relevant Company passes or takes any steps to pass a resolution under Section 254N, Section 257A or Section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter;

• (R) ( Capital Structure ): any Relevant Company alters its capital structure in any manner not contemplated by the Prospectus, the Lead Manager and Corporate Adviser Mandate, or the Underwriting Agreement;

• (S) ( Breach of Material Contracts ): any of the material contracts of the Company as disclosed to ASX or described in this Prospectus is terminated or substantially modified;

• (T) ( Investigation ): any person is appointed under any legislation in respect of companies to investigate the affairs of a Related Company; or

• (U) ( Market Conditions ): a suspension or material limitation in trading generally on ASX occurs or any adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or other international financial markets.

The events listed in paragraph (iv) above do not entitle the Underwriter to exercise its right to terminate its obligations under the Underwriting Agreement unless, in the reasonable opinion of the Underwriter reached in good faith, it has or is likely to have, or those events together

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have, or could reasonably be expected to have, a Material Adverse Effect or could give rise to a liability of the Underwriter under the Corporations Act.

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

Defined terms used in this Section 14.3 have the following meanings, which are given to the terms in the Underwriting Agreement:

" Event of Insolvency " means:

• (a) a receiver, manager, receiver and manager, trustee, administrator, controller or similar officer is appointed in respect of a person or any asset of a person;

• (b) a liquidator or provisional liquidator is appointed in respect of a corporation;

• (c) any application (not being an application withdrawn or dismissed within 7 days) is made to a court for an order, or an order is made, or a meeting is convened, or a resolution is passed, for:

• (i) appointing a person referred to in paragraphs (a) or (b);

• (ii) winding up a corporation; or

• (iii) proposing or implementing a scheme of arrangement;

• (d) any event or conduct occurs which would enable a court to grant a petition, or an order is made, for the bankruptcy of an individual or his estate under any Insolvency Provision;

• (e) a moratorium of any debts of a person, or an official assignment, or a composition, or an arrangement (formal or informal) with a person's creditors, or any similar proceeding or arrangement by which the assets of a person are subjected conditionally or unconditionally to the control of that person's creditors or a trustee, is ordered, declared, or agreed to, or is applied for and the application is not withdrawn or dismissed within 7 days;

• (f) a person becomes, or admits in writing that it is, is declared to be, or is deemed under any applicable law to be, insolvent or unable to pay its debts; or

• (g) any writ of execution, garnishee order, mareva injunction or similar order, attachment, distress or other process is made, levied, or issued against or in relation to any asset of a person.

" Force Majeure " means any act of God, war, revolution, or any other unlawful act against public order or authority, an industrial dispute, a governmental restraint, or any other event which is not within the control of the parties.

" Insolvency Provision " means any law relating to insolvency, sequestration, liquidation or bankruptcy (including any law relating to the avoidance of conveyances in fraud of creditors or of preferences, and any law under which a liquidator or trustee in bankruptcy may set aside or avoid transactions), and any provision of any agreement, arrangement or scheme, formal or informal, relating to the administration of any of the assets of any person.

" Material Adverse Effect " means:

• (a) a material adverse effect on the Priority Offer or on the subsequent market for the Underwritten Shares (including, without limitation, a material adverse effect on a decision of an investor to invest in Underwritten Shares); or

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(b) a material adverse effect on the condition, trading or financial position and performance, profits and losses, results, prospects, business or operations of the Company and its Subsidiaries.

" Prescribed Occurrence " means, other than as contemplated in the Lead Manager and Corporate Adviser Mandate:

• (a) a Relevant Company converting all or any of its shares into a larger or smaller number of shares. For the avoidance of doubt the conversion of convertible notes following the Offer is excluded from this definition/interpretation;

• (b) a Relevant Company resolving to reduce its share capital in any way. For the avoidance of doubt the existing proposal to consolidate the capital of the Company is excluded from this definition/interpretation;

• (c) a Relevant Company:

• (i) entering into a buy back agreement or;

• (ii) resolving to approve the terms of a buy back agreement under section 257D or 257E of the Corporations Act;

• (d) a Relevant Company issuing, or agreeing to issue, convertible notes. For the avoidance of doubt the issue of convertible notes up to a value of $600,000 as contemplated by the Lead Manager and Corporate Adviser Mandate is excluded from this definition/interpretation;

• (e) a Relevant Company disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property;

• (f) a Relevant Company charging, or agreeing to charge, the whole, or a substantial part, of its business or property;

• (g) a Relevant Company resolving that it be wound up;

• (h) the appointment of a liquidator or provisional liquidator of a Relevant Company; or

• (i) the making of an order by a court for the winding up of a Relevant Company;

• (j) an administrator of a Relevant Company, being appointed under Section 436A, 436B or 436C of the Corporations Act;

• (k) a Relevant Company executing a deed of company arrangement; or

• (l) the appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the property of a Relevant Company.

" Relevant Company " means the Company and each Subsidiary.

" Subsidiary " means each company which is now, or before the issue of all the Underwritten Shares becomes, a subsidiary of the Company as that term is defined in the Corporations Act.

" Underwritten Shares " means the 50,000,000 Shares to be offered pursuant to the Priority Offer.

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14.4 Lead Manager and Corporate Adviser Mandate

The Company has executed a mandate for CPS Capital to act as lead manager and corporate adviser to the Company for the Public Offer ( Lead Manager and Corporate Adviser Mandate ). The Company has agreed to pay CPS Capital a lead management fee of 1% of the gross cash proceeds raised pursuant to the General Offer and 5% of the value of funds placed by CPS Capital under the General Offer, exclusive of GST (all selling fees to third parties will be met from this fee by the Underwriter). The Lead Manager and Corporate Adviser Mandate contains covenants, warranties, representations and indemnities that are customary for an agreement of this nature.

14.5 Agreements with Directors, Related Parties and key management personnel

A summary of the agreements with Directors, key management personnel and related parties of the Company is set out in Sections 8.7 and 8.8.

14.6 Sibelco Royalty Agreement

PML has entered into a deed of assignment of royalty with Weld Range Iron Ore Pty Ltd ( WRI ) (the previous owner of the Tenement) and Sibelco Australia Limited ( Sibelco ) ( Deed of Assignment ).

Pursuant to the Deed of Assignment, WRI has assigned, and PML has accepted, obligations to pay the royalty ( Sibelco Royalty ) under an agreement between Sibelco and WRI (amongst others), pursuant to which WRI purchased the Tenement from Sibelco ( Sibelco Royalty Agreement ).

The Sibelco Royalty is $0.50 per tonne of Iron Ore (being haematite or magnetite but not including Micaceous Iron Oxide) mined from the Tenement continuing in perpetuity.

In addition, under the Royalty Agreement, Sibelco retained a right to Micaceous Iron Oxide on a portion of the Tenement (which right was assigned by WRI to PML pursuant to the Deed of Assignment) as follows:

• (a) Sibelco may remove the stockpile of Micaceous Iron Oxide on the Tenement which has been mined by Sibelco.

• (b) Provided that Sibelco removes the existing stockpile, Sibelco may explore for, mine and stockpile Micaceous Iron Oxide from a portion of the Tenement (shown in a schedule in the Royalty Agreement) ( Relevant Area ) and remove up to 5,000 tonnes of the Miceaceous Iron Oxide in any 12 month period, prior to PML commencing mining activities (not defined in the Royalty Agreement) on the Relevant Area.

• (c) In conducting its mining operations on the Relevant Area, PML must mine Iron Oxide on the Relevant Area for and on behalf of Sibelco and stockpile the Micaceous Iron Oxide on the Tenement. Sibelco may take up to a maximum of 5,000 tonnes of Micaceous Iron Oxide mined by WRI in any 12 month period from the commencement of mining.

• (d) There are obligations on PML to give Sibelco notice and consult with Sibelco before conducting mining operations on the Relevant Area and to maintain the Tenement in good standing and ensure it is not liable for forfeiture.

The Company has confirmed that Sibelco's existing stockpile of Micaceous Iron Oxide has been relocated from the Tenement to nearby land on Glen Station. The Company believes that, if Sibelco exercises its right under clause (b) above, the extraction of a quantity of 5,000 tonnes per annum of Micaceous Iron Oxide from the Tenement will not have a material impact on the Company's proposed operations on the Iron Ridge Project.

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In addition the Company believes that, if it commences mining operations on the Relevant Area, the requirement to mine Micaceous Iron Oxide on the behalf of Sibelco and to stockpile Micaceous Iron Oxide separately on the Tenement can be managed without material disruption to the Company's proposed mining operations.

14.7 WRI Sale Agreement

PML has entered into a Sale and Purchase Agreement with WRI (the previous owner of the Tenement) in relation to PML's acquisition of the Tenement ( WRI Sale Agreement ). Pursuant to the WRI Sale Agreement, PML has agreed to pay a royalty to WRI in respect of all Iron Ore recovered from the Tenement, of $1.00 per tonne of Iron Ore sold in each calendar quarter following commencement of commercial mining, except in respect of tonnes the subject of a Marketing Election (as defined below) ( WRI Royalty ). The WRI Royalty is capped at $10,000,000.

PML reserves the right to assign a marketing agent as required, but will offer WRI first right of refusal to any proposed assignment should it meet competitive terms in respect of up to 50% of the Iron Ore projected to be mined and sold from the Tenement ( Marketing Election ). If the Company appoints WRI as its marketing agent then WRI will not be entitled to the WRI Royalty on the 50% of the Iron Ore the subject of the Marketing Election.

14.8 Agreements with Directors, Related Parties and key management personnel

A summary of the agreements with Directors, related parties of the Company, and key management is set out in Sections 8.7 and 8.8.

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15. Additional Information

15.1 Rights attaching to Shares

Full details of the rights attaching to Shares are set out in the Company’s Constitution, a copy of which can be inspected, free of charge, at the Company’s registered office during normal business hours.

The following is a broad summary of the rights, privileges and restrictions attaching to all Shares under the Constitution. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders:

(a) General meeting and notices

Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Constitution, the Corporations Act or the Listing Rules.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of the Company, every holder of fully paid ordinary shares present in person or by an attorney; representative or proxy has one vote on a show of hands (unless a member has appointed 2 proxies) and one vote per share on a poll.

A person who holds a share which is not fully paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share.

Where there are 2 or more joint holders of a share and more than one of them is present at a meeting and tenders a vote in respect of the share, the Company will count only the vote cast by the member whose name appears first in the Company's register of members.

(c) Issues of further Shares

The Directors may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Directors decide. However, the Directors must act in accordance with the restrictions imposed by the Constitution, the Listing Rules, the Corporations Act and any rights for the time being attached to the shares in any special class of those shares.

(d)

Variation of Rights

Unless otherwise provided by the Constitution or by the terms of issue of a class of shares, the rights attached to the shares in any class may be varied or cancelled only with the written consent of the holders of at least three-quarters of the issued shares of the affected class, or by special resolution passed at a separate meeting of the holders of the issued shares of the affected class.

(e) Transfer of Shares

Subject to the Constitution, the Corporations Act and the Listing Rules, Shares are freely transferable.

The Shares may be transferred by a proper transfer effected in accordance with the ASX Settlement Operating Rules, by any other method of transferring or dealing with Shares

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introduced by ASX and as otherwise permitted by the Corporations Act or by a written instrument of transfer in any usual form or in any other form approved by either the Directors or ASX that is permitted by the Corporations Act.

The Directors may decline to register a transfer of Shares (other than a proper transfer in accordance with the ASX Settlement Operating Rules) where permitted to do so under the Listing Rules. If the Directors decline to register a transfer, the Company must, within 5 business days after the transfer is delivered to the Company, give the party lodging the transfer written notice of the refusal and the reason for the refusal. The Directors must decline to register a transfer of Shares when required by law, by the Listing Rules or by the ASX Settlement Operating Rules.

(f) Partly paid Shares

The Directors may, subject to compliance with the Constitution, the Corporations Act and Listing Rules, issue partly paid shares upon which there are outstanding amounts payable. These shares will have limited rights to vote and to receive dividends.

(g) Dividends

The Directors may from time to time determine dividends to be distributed to members according to their rights and interests. The Directors may fix the time for distribution and the methods of distribution. Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class.

Each share carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share (excluding any amount paid in advance of calls) bears to the total issue price of the share.

(h) Winding up

Subject to the rights of holders of shares with special rights in a winding-up, if the Company is wound up, members will be entitled to participate in any surplus assets of the Company in proportion to the percentage of the capital paid-up or credited as paid up on the shares when the winding up begins.

(i) Dividend reinvestment and Share plans

Subject to the requirements in the Corporations Act and the Listing Rules, the Directors may implement and maintain dividend reinvestment plans (under which any member may elect that dividends payable by the Company be reinvested by way of subscription for fully paid shares in the Company) and any other share plans (under which any member may elect to forego any dividends that may be payable on all or some of the shares held by that member and to receive instead some other entitlement, including the issue of fully paid shares).

(j) Directors

The Constitution states that the minimum number of Directors is three and the maximum number is seven.

(k) Powers of the Board

Except as otherwise required by the Corporations Act, any other law, the Listing Rules or the Constitution, the Directors have the power to manage the business of the Company and may exercise every right, power or capacity of the Company.

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(l) Share buy backs

Subject to the provisions of the Corporations Act and the Listing Rules, the Company may buy back shares in itself on the terms and at times determined by the Directors.

(m) Capitalisation of profits

The Company may capitalise profits. Subject to the Constitution and the terms of the issue of shares, members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

(n) Capital reduction

Subject to the Corporations Act and the Listing Rules, the Company may reduce its share capital.

(o) Preference Shares

The Company may issue preference shares, including preference shares that are liable to be redeemed. The rights attaching to preference shares are those set out in the Constitution unless other rights have been approved by special resolution of the Company’s members.

15.2 Terms and conditions of Performance Shares

For the purpose of these terms and conditions:

Change of Control Event means:

• (a) the occurrence of:

• (i) the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of 50.1% or more of the Shares; and

• (ii) that takeover bid has become unconditional; or

• (b) the announcement by the Company that:

• (i) Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either:

  • (A) cancelled; or

  • (B) transferred to a third party; and

(ii) the Court, by order, approves the proposed scheme of arrangement.

Expiry Date means the A Expiry Date, B Expiry Date, C Expiry Date and the D Expiry Date (as relevant).

Holder means a holder of a Performance Share.

Operating Margin means the gross profit contribution from mining operations relating to the Tenement. Gross profit excludes any non-cash items (such as depreciation, amortisation and share-based payments), indirect overhead costs (such as corporate compliance costs and corporate overheads), interest and taxes.

Settlement Date has the meaning given in the Term Sheet.

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Term Sheet means the term sheet between the Company, PML and the vendors of PML pursuant to which the shareholders of PML have agreed to sell and the Company has agreed to purchase 100% of the issued capital of PML.

(1) Conversion and Expiry of Performance Shares

• (a) ( Conversion on achievement of Milestone A ) On declaration of an Inferred Mineral Resource of not less than 8 million tonnes of iron ore at 65% Fe grade in accordance with the JORC Code of 2012 ( Milestone A ) within 6 months from commencement of drilling on the Tenement ( Milestone A Achievement Date ) each Class A Performance Share will convert on a one for one basis into a Share.

• (b) ( A Expiry ) Confirmation that Milestone A has been achieved must occur within two months after the Milestone A Achievement Date ( A Expiry Date ).

• (c) ( Conversion on achievement of Milestone B ) On achievement of 1,000,000 tonnes cumulative of shipped iron ore production from the Tenement at an Operating Margin of greater than US$15 per dry metric tonne shipped ( Milestone B ) within the earlier of 24 months from commencement of mining on the Tenement and 60 months from the Settlement Date ( Milestone B Achievement Date ) each Class B Performance Share will convert on a one for one basis into a Share.

• (d) ( B Expiry ) Confirmation that Milestone B has been achieved must occur within the earlier of two months after the Milestone B Achievement Date and 60 months from the Settlement Date ( B Expiry Date ).

• (e) ( Conversion on achievement of Milestone C ) On achievement of 2,000,000 tonnes cumulative of shipped iron ore production from the Tenement at an Operating Margin of greater than US$15 per dry metric tonne shipped ( Milestone C ) within the earlier of 36 months from commencement of mining on the Tenement and 60 months from the Settlement Date ( Milestone C Achievement Date ) each Class C Performance Share will convert on a one for one basis into a Share.

• (f) ( C Expiry ) Confirmation that Milestone C has been achieved must occur within the earlier of two months after the Milestone C Achievement Date and 60 months from the Settlement Date ( C Expiry Date ).

• (g) ( Conversion on achievement of Milestone D ) On achievement of 3,000,000 tonnes cumulative of shipped iron ore production from the Tenement at an Operating Margin of greater than US$15 per dry metric tonne shipped ( Milestone D ) within the earlier of 48 months from commencement of mining on the Tenement and 60 months from the Settlement Date ( Milestone D Achievement Date ) each Class D Performance Share will convert on a one for one basis into a Share.

• (h) ( D Expiry ) Confirmation that Milestone D has been achieved must occur within the earlier of two months after the Milestone D Achievement Date and 60 months from the Settlement Date ( D Expiry Date ).

• (i) ( No conversion ) To the extent that:

• (i) Class A Performance Shares have not converted into Shares on or before the A Expiry Date, then all such unconverted Class A Performance Shares held by each holder will automatically consolidate into one Class A Performance Share and will then convert into one Share;

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• (ii) Class B Performance Shares have not converted into Shares on or before the B Expiry Date, then all such unconverted Class B Performance Shares held by each holder will automatically consolidate into one Class B Performance Share and will then convert into one Share;

• (iii) Class C Performance Shares have not converted into Shares on or before the C Expiry Date, then all such unconverted Class C Performance Shares held by each holder will automatically consolidate into one Class C Performance Share and will then convert into one Share; and

• (iv) Class D Performance Shares have not converted into Shares on or before the D Expiry Date, then all such unconverted Class D Performance Shares held by each holder will automatically consolidate into one Class D Performance Share and will then convert into one Share.

• (j) ( Conversion procedure ) The Company will issue a Holder with a new holding statement for the Share or Shares as soon as practicable following the conversion of each Performance Share.

• (k) ( Ranking of shares ) Each Share into which the Performance Shares will convert will upon issue:

• (i) rank equally in all respects (including, without limitation, rights relating to dividends) with other issued Shares;

• (ii) be issued credited as fully paid;

• (iii) be duly authorised and issued by all necessary corporate action; and

• (iv) be issued free from all liens, charges and encumbrances whether known about or not, including statutory and other pre-emption rights and any transfer restrictions.

(2) Conversion on change of control

If there is a Change of Control Event in relation to the Company prior to the conversion of the Performance Shares, then Milestone A, Milestone B, Milestone C and Milestone D will be deemed to have been achieved by the Milestone A Achievement Date, Milestone B Achievement Date, Milestone C Achievement Date and Milestone D Achievement Date respectively and each Performance Share will automatically and immediately convert into Shares, however, if the number of Shares to be issued as a result of the conversion of all Class A Performance Shares, together with the number of Shares to be issued as a result of the conversion of all Class B Performance Shares, Class C Performance Shares, Class D Performance Shares and all other performance shares on issue in the Company, due to a Change of Control Event in relation to the Company is in excess of 10% of the total issued share capital of the Company at the time of the conversion, then the number of Class A Performance Shares, Class B Performance Shares, Class C Performance Shares and Class D Performance Shares to be converted will be prorated so that the aggregate number of Shares issued upon conversion of the Class A Performance Shares, Class B Performance Shares, Class C Performance Shares, Class D Performance Shares and all other performance shares on issue in the Company is equal to 10% of the total issued share capital of the Company.

(3) Takeover Provisions

• (a) If the conversion of Performance Shares (or part thereof) under these terms and conditions would result in any person being in contravention of section 606(1) of the Corporations Act then the conversion of each Performance Share that would cause the contravention will be deferred until such time or times thereafter that the conversion would not result in a contravention of section 606(1) of the Corporations Act. Following a deferment under this paragraph, the

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Company will at all times be required to convert that number of Performance Shares that would not result in a contravention of section 606(1) of the Corporations Act.

• (b) The Holders will give notification to the Company in writing if they consider that the conversion of Performance Shares (or part thereof) under these terms and conditions may result in the contravention of section 606(1) of the Corporations Act, failing which the Company will assume that the conversion of Performance Shares (or part thereof) under these terms and conditions will not result in any person being in contravention of section 606(1) of the Corporations Act.

• (c) The Company may (but is not obliged to) by written notice request the Holders to give notification to the Company in writing within seven days if they consider that the conversion of Performance Shares (or part thereof) under these terms and conditions may result in the contravention of section 606(1) of the Corporations Act. If the Holders do not give notification to the Company within seven days that they consider the conversion of Performance Shares (or part thereof) under these terms and conditions may result in the contravention of section 606(1) of the Corporations Act then the Company will assume that the conversion of Performance Shares (or part thereof) under these terms and conditions will not result in any person being in contravention of section 606(1) of the Corporations Act.

(4) Rights attaching to Performance Shares

• (a) ( Share capital ) Each Performance Share is a share in the capital of the Company.

• (b) ( General meetings ) Each Performance Share confers on a Holder the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to shareholders. A Holder has the right to attend general meetings of shareholders of the Company.

• (c) ( No voting rights ) A Performance Share does not entitle a Holder to vote on any resolutions proposed at a general meeting of shareholders of the Company.

• (d) ( No dividend rights ) A Performance Share does not entitle a Holder to any dividends.

• (e) ( No right to surplus profits or assets ) A Performance Share does not entitle a Holder to participate in the surplus profits or assets of the Company upon winding up of the Company.

• (f) ( No right to a return of capital ) A Performance Share does not entitle a Holder to a return of capital, whether upon winding up of the Company, upon a reduction of capital or otherwise.

• (g) ( Not transferable ) A Performance Share is not transferable.

• (h) ( Reorganisation of capital ) If there is a reorganisation (including, without limitation, consolidation or sub-division, but excluding a return of capital) of the issued capital of the Company, the rights of a Holder will be varied (as appropriate) in accordance with the Listing Rules which apply to reorganisation of capital at the time of the reorganisation.

• (i) ( Quotation of shares on conversion ) An application will be made by the Company to ASX for official quotation of the Shares issued upon the conversion of each Performance Share within the time period required by the Listing Rules.

• (j) ( Participation in entitlements and bonus issues ) A Performance Share does not entitle a Holder to participate in new issues of capital offered to holders of Shares, such as bonus issues and entitlement issues.

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• (k) ( No other rights ) A Performance Share does not give a Holder any other rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

15.3 Terms and conditions of New Options

The rights and liabilities attaching to the New Options can be summarised as follows:

(a) Entitlement

Each New Option entitles the holder to subscribe for one Share upon exercise of the New Option.

(b)

Exercise Price

The amount payable upon exercise of each New Option will be $0.08 ( Exercise Price ).

(c)

Expiry Date

Each New Option will expire at 5.00pm (AWST) on the date that is three years from the date of grant ( Expiry Date ). A New Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

The New Options are exercisable at any time on or prior to the Expiry Date.

(e)

Notice of Exercise

The New Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each New Option being exercised. Any Notice of Exercise of a New Option received by the Company will be deemed to be a notice of exercise of that New Option as at the date of receipt.

(f)

Shares Issued on Exercise

Shares issued on exercise of the New Options will rank equally in all respects with the then issued Shares of the Company.

(g)

New Options not quoted

The Company will not apply to ASX for quotation of the New Options.

(h) Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the New Options.

(i) Timing of Issue of Shares and Quotation

After a New Option is validly exercised, the Company must as soon as practicable:

• (i) issue the Shares pursuant to the exercise of the New Options; and

• (ii) do all such acts, matters and things to obtain:

• (A) the grant of quotation for the Share on ASX no later than 10 days from the date of exercise of the New Option; and

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(B) receipt of cleared funds equal to the sum payable on the exercise of the New Option.

(j)

Participation in New Issues

There are no participation rights or entitlements inherent in the New Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the New Options and prior to the exercise of the New Options.

(k)

Adjustment for Bonus Issue

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of a New Option will be increased by the number of Shares which the holder would have received if they had exercised the New Option before the record date for the bonus issue; and

• (ii) no further consideration will be payable by the holder.

(l)

Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of a New Option.

(m)

Adjustment for Reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the New Option holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(n) New Options not transferable

The New Options are not transferable unless with the prior written approval of the Board and provided that the transfer complies with the Corporations Act.

(o) Lodgement instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the New Options with the appropriate remittance should be lodged at the Company's share registry.

15.4 Summary of Employee Securities Incentive Plan

The following is a summary of the Employee Securities Incentive Plan, and the terms on which offers of Securities may be made under the Plan:

(a) Eligible Participant

Eligible Participant means a person who is a full-time or part-time employee, officer, or contractor of the Company, or an Associated Body Corporate, or such other person who has been determined by the Board to be eligible to participate in the Plan from time to time.

The Company will seek Shareholder approval for Director and related party participation in accordance with Listing Rule 10.14.

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(b) Purpose

The purpose of the Plan is to:

• (i) assist in the reward, retention and motivation of Eligible Participants;

• (ii) link the reward of Eligible Participants to Shareholder value creation; and

• (iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

(c)

Plan administration

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

(d) Eligibility, invitation and application

The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an iInvitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.

If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

(e)

Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

(f) Terms of Convertible Securities

Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an Option or Performance Right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised, a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them unless otherwise determined by the Board. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

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(g) Vesting of Convertible Securities

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

(h) Exercise of Convertible Securities and cashless exercise

To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Convertible Security (if subject to vesting conditions) and prior to the expiry date as set out in the invitation or vesting notice.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

(i) Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

(j) Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly; committed an act which has brought the Company, the Group or any entity within the Group into disrepute, or wilfully breached his or her duties to the Group or where a Participant is convicted of an offence in connection with the affairs of the Group; or has a judgment entered against him or her in any civil proceedings in respect of the contravention by the Participant of his or her duties at law, in equity or under statute, in his or her capacity as an employee, consultant or officer of the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

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Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

• (i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

• (ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation or vesting notice.

(k) Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event provided that, in respect of Convertible Securities, the maximum number of Convertible Securities (that have not yet been exercised) that the Board may determine will vest and be exercisable into Shares under this Rule is that number of Convertible Securities that is equal to 10% of the Shares on issue immediately following vesting under this Rule, which as far as practicable will be allocated between holders on a pro-rata basis on the basis of their holdings of Convertible Securities on the date of determination of vesting.

(l)

Rights attaching to Plan Shares

All Shares issued or transferred under the Plan or issued or transferred to a Participant upon the valid exercise of a Convertible Security ( Plan Shares ), will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

(m)

Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

• (i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or

• (ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

(n)

Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

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If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

(o)

Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

(p)

Compliance with applicable law

No Security may be offered, grated, vested or exercised if to do so would contravene any applicable law. In particular, the Company must have reasonable grounds to believe, when making an invitation, that the total number of Plan Shares that may be issued upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous three year period under:

• (i) an employee incentive scheme of the Company covered by ASIC Class Order 14/1000; or

• (ii) an ASIC exempt arrangement of a similar kind to an employee incentive scheme,

but disregarding any offer made or securities issued in the capital of the Company by way of or as a result of:

• (iii) an offer to a person situated at the time of receipt of the offer outside Australia;

• (iv) an offer that did not need disclosure to investors because of section 708 of the Corporations Act (exempts the requirement for a disclosure document for the issue of securities in certain circumstances to investors who are deemed to have sufficient investment knowledge to make informed decisions, including professional investors, sophisticated investors and senior managers of the Company); or

• (v) an offer made under a disclosure document,

would exceed 5% (or such other maximum permitted under any applicable law) of the total number of Shares on issue at the date of the invitation.

(q)

Maximum number of Securities

The Company will not make an invitation under the Plan if the number of Plan Shares that may be issued, or acquired upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan, will exceed 15% of the total number of issued Shares at the date of the invitation.

• (r)

Amendment of Plan

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Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

(s)

Plan duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

(t)

Income Tax Assessment Act

The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act).

15.5 Substantial Shareholders

At the date of this Prospectus (on a pre-Consolidation basis), the following Shareholders have a voting power of 5% or more of the Shares on issue.

Shareholder	Number of Shares Held	Voting power %
David Brian Argyle	22,699,6091	10%

1. 4,539,922 Shares on a post-Consolidation basis

On Completion of the Offers (assuming no new investors become substantial holders, which the Company does not expect) there are not expected to be any substantial Shareholders.

Assuming all the convertible securities to be issued under the Offers and in connection with the Acquisition convert into Shares, the following people (who are each vendors of PML) will have a voting power of 5% or more of the Shares on issue:

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Shareholder	Number of Shares Held	Voting power %
Agni International Holdings Pte Ltd	33,357,989	8.7%
Vulcan Development Ltd	28,476,331	7.4%
Rachel Osman	32,544,379	8.4%
Garry and Donella Plowright	32,544,379	8.4%
Note: Kizhakkoot Kunjayyappan Devanandan is the sole director of, and Ambily Devanandan is the sole shareholder of, Agni International Holdings Pte Ltd and Vulcan Development Ltd.

The Company will announce to the ASX details of its top-20 Shareholders (following completion of the Offers) prior to the Shares commencing trading on ASX.

15.6 Fees and benefits

Other than as set out below or elsewhere in this Prospectus, no promoter of the Company or 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 has, or had within two years before lodgement of this Prospectus with ASIC, any interest in:

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

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

• (c) the Offers under this Prospectus,

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 those persons for services rendered in connection with the formation or promotion of the Company or the Offers of Securities under this Prospectus.

Automic Pty Ltd has been appointed to conduct the Company’s share registry functions and to provide administrative services in respect to the processing of Applications received pursuant to this Prospectus, and will be paid for these services on standard industry terms and conditions.

CPS Capital has acted as Underwriter of the Priority Offer and lead manager and corporate adviser to the Company in relation to the Offers. In respect of this work, CPS Capital will be paid an offer management and underwriting fee of $45,000 and up to an additional $225,000 (excluding GST) (if CPS Capital places all of the funds under the Public Offer, which the Company thinks it unlikely) based on the fees as detailed in Sections 14.3 and 14.4. During the 24 months preceding lodgement of this Prospectus with ASIC, CPS Capital has not received any fees from the Company.

BDO Corporate Finance (WA) Pty Ltd has acted as Investigating Accountant and has prepared the Investigating Accountant’s Report which has been included in Section 12. The Company estimates it will pay BDO Corporate Finance (WA) Pty Ltd a total of $17,000 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with ASIC, BDO Corporate Finance (WA) Pty Ltd has received $1,775 in fees from the Company.

Grant Thornton Audit Pty Ltd is the auditor to the Company. Fees for these audit services are charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with ASIC, Grant Thornton Audit Pty Ltd has received $62,476 in fees from the Company.

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BDO Audit (WA) Pty Ltd is the auditor to PML. Fees for these audit services are charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with ASIC, BDO Audit (WA) Pty Ltd has received $16,500 in fees from PML.

CSA Global has prepared the Independent Technical Assessment Report which has been included in Section 9. The Company estimates it will pay CSA Global a total of $40,000 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with ASIC, CSA Global has received $110,996 in fees from the Company.

GTP Legal has acted as the solicitors to the Company in relation to the Offers and prepared the Tenement Report which has been included in Section 10. The Company estimates it will pay GTP Legal approximately $90,000 for these services exclusive of GST. Subsequently, fees will be charged in accordance with normal charge out rates. In addition to the above, during the 24 months preceding lodgement of this Prospectus with ASIC, GTP Legal has received or invoiced a total of $79,068 in fees to the Company including in relation to the Acquisition, the ASX re-compliance, various due diligence activities and other miscellaneous matters.

15.7 Consents

Each of the parties referred to in this section:

• (a) does not make, or purport to make, any statement in this Prospectus, or any statement on which a statement in this Prospectus is based, other than those referred to in this section;

• (b) has not authorised or caused the issue of this Prospectus or the making of the Offers; and

• (c) makes no representations regarding, and to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any statements in, or omissions from, any part of this Prospectus other than a reference to its name and a statement and/or any report (if any) included in this Prospectus with the consent of that party as specified in this section.

CPS Capital has given its written consent to being named as Underwriter and lead manager and corporate adviser to the Company in this Prospectus. CPS Capital has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Automic Pty Ltd has given its written consent to being named as the Share Registry of the Company in this Prospectus. Automic Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

CSA Global has given its written consent to being named as the author of the Independent Technical Assessment Report in this Prospectus and to the inclusion of the Independent Technical Assessment Report in Section 9 of this Prospectus in the form and context in which the report is included. CSA Global has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

BDO Corporate Finance (WA) Pty Ltd has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant's Report in Section 12 in the form and context in which the report is included. BDO Corporate Finance (WA) Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

Grant Thornton Audit Pty Ltd has given its written consent to being named as auditor to the Company in this Prospectus. Grant Thornton Audit Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

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BDO Audit (WA) Pty Ltd has given its written consent to being named as auditor to PML in this Prospectus and the inclusion of the 30 June 2016 and 30 June 2017 audited accounts, and the 31 December 2017 audit reviewed accounts, of PML in this Prospectus in the form and context in which they are included. BDO Audit (WA) Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

GTP Legal has given its written consent to being named as the lawyer to the Company in this Prospectus and to the inclusion of the Tenement Report in Section 10 in the form and context in which the report is included. GTP Legal has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

15.8 Litigation

To the knowledge of the Existing Directors and the Proposed Director, as at the date of this Prospectus, neither the Company nor PML is involved in any legal proceedings and the Existing Directors and the Proposed Director are not aware of any legal proceedings pending or threatened against the Company or PML.

15.9 ASX Waivers

The Acquisition will require the Company to meet the requirements of Chapters 1 and 2 of the Listing Rules as if the Company were applying for admission to the official list of ASX. These requirements include that:

• (a) the main class of a company’s securities for which a company seeks quotation must have an issue price of at least 20 cents in cash (pursuant to Listing Rule 2.1 Condition 2); and

• (b) the exercise price for any options on issue must be at least 20 cents in cash (pursuant to Listing Rule 1.1 Condition 12).

The terms of the Public Offer will not meet the requirements set out in Listing Rule 2.1 Condition 2 as the Public Offer is proposed to be completed at an issue price of 4 cents per Share, being an issue price of less than 20 cents.

Following completion of the Offers, the Company will have New Options on issue with an exercise price of $0.08 which is less than the 20 cent exercise price required by Listing Rule 1.1 Condition 11.

The Company has obtained a waiver of Listing Rule 2.1 Condition 2, together with a waiver of Listing Rule 1.1 Condition 12, to allow the Company to:

• (a) issue the Shares under the Public Offer at an issue price of at least 4 cents per Share; and

• (b) have the New Options on issue with an exercise price of not less than 8 cents.

In addition, the ASX has granted the Company a waiver of Listing Rule 10.13.3 to allow the Company to grant the Director Options, and issue the Convertible Note Shares to related parties of Rob Brierley, no later than three months following the Meeting.

15.10 Taxation

The acquisition and disposal of Securities in the Company 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 Securities from a taxation viewpoint and generally.

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

15.11 Expenses of the Offers

The estimated expenses of the Offers are as follows:

Item of expenditure	Subscription
ASIC fees	$3,206
ASX fees	$65,709
Share Registry Fees	$10,000
Legal and other professional fees	$65,000
Investigating Accountant’s Report	$17,000
Independent Technical Assessment Report	$40,000
Tenement Report	$25,000
Prospectus Management Fees	$50,000
Underwriting and Lead Manager Fees	$270,000
Other miscellaneous costs	$19,805
Printing, distribution and other expenses	$5,000
Total	$570,000

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17. Glossary

Where the following terms are used in this Prospectus they have the following meanings:

A$ or $ means an Australian dollar.

Acquisition means the acquisition by the Company of all of the issued capital of PML pursuant to the Acquisition Agreement.

Acquisition Agreement has the meaning given in Section 7.1.

Acquisition Resolutions has the meaning given in Section 6.6.

Adviser Option Offer has the meaning given in Section 6.4.

Adviser Options has the meaning given in Section 6.4.

Advisers means consultants who provide assistance in relation to the negotiation and implementation of the transaction and nominees of CPS Capital, Euroz Limited and Hartleys Limited and other parties who assist with raising funds under the Public Offer, none of whom are related parties of the Company.

AFSL means Australian Financial Services License.

Applicant means a person who submits an Application Form.

Application means a valid application for Securities pursuant to an Application Form.

Application Form means a Priority Offer Application Form, a General Offer Application Form, a Vendor Offer Application Form, a Convertible Note Share Offer Application Form and an Option Offer Application Form (as applicable).

Application Monies means application monies for Shares under the Public Offer or New Options under the Option Offer received and banked by the Company.

ASIC means the Australian Securities & Investments Commission.

Associated Body Corporate has the meaning given to that term in ASIC Class Order 14/1000.

Associates has the meaning given in the Corporations Act.

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange operated by ASX Limited (as the context requires).

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

BIF means banded iron formation.

Board means the board of Directors as constituted from time to time.

Change of Control Event has the meaning in Section 15.2.

CHESS means the Clearing House Electronic Subregister System.

Class A Performance Shares means a performance share issued on the terms and conditions set out in Section 15.2, as those terms relate to “Class A Performance Shares”.

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Class B Performance Shares means a performance share issued on the terms and conditions set out in Section 15.2, as those terms relate to “Class B Performance Shares”.

Class C Performance Shares means a performance share issued on the terms and conditions set out in Section 15.2, as those terms relate to “Class C Performance Shares”.

Class D Performance Shares means a performance share issued on the terms and conditions set out in Section 15.2, as those terms relate to “Class D Performance Shares”.

Closing Date means the dates on which each of the Offers closes as set out in the indicative timetable in Section 3.

Company or Emergent means Emergent Resources Ltd (ACN 125 323 622) (to be renamed "Fenix Resources Limited”).

Completion means the completion of the Acquisition.

Conditions of the Public Offer means the conditions of the Public Offer outlined in Section 6.5.

Consideration Securities has the meaning given in Section 14.2(a) (being the Shares and Performance Shares the subject of the Vendor Offer).

Consolidation means the consolidation of the Company’s issued capital on a ratio of 5:1.

Constitution means the constitution of the Company.

Convertible Notes has the meaning in Section 14.2.

Convertible Note Share Offer has the meaning given in Section 6.3.

Convertible Note Share Offer Application Form means the application form as provided with a copy of this Prospectus relating to the Convertible Note Share Offer.

Convertible Note Shares means 30,000,000 Shares to be issued, subject to Shareholder approval at the General Meeting, to the PML Noteholders (or their nominee/s) in full and final satisfaction of the Convertible Notes (which will be assigned to and assumed by the Company on Completion) (being the Shares the subject of the Convertible Note Share Offer).

Convertible Security has the meaning given in Section 15.4(f).

Corporations Act means the Corporations Act 2001 (Cth).

CPS Capital means CPS Capital Group Pty Ltd ACN 088 055 636 (AFSL 294848).

CSA Global means CSA Global Pty Ltd ACN 077 165 532.

Director Option Offer has the meaning given in Section 6.4.

Director Options has the meaning given in Section 6.4.

Directors mean the directors of the Company at the date of this Prospectus and the Proposed Director and Director means any one of them.

Eligible Participant has the meaning given in Section 15.4(a).

Eligible Shareholder means an existing Shareholders on the Priority Entitlement Date, who has a registered address in Australia

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Employee Securities Incentive Plan or Plan means the “Emergent Resources Ltd (to be renamed Fenix Resources Limited) Employee Securities Incentive Plan”.

EPBC Act means the Environment Protection and Biodiversity Conservation Act 1999 (Cth).

Existing Directors means the persons identified as existing directors in the Corporate Directory.

Expiry Date has the meaning given in Section 1.1.

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by ASIC by not more than 7 days pursuant to section 727(3) of the Corporations Act.

General Meeting means the general meeting of Shareholders to be held on 10 September 2018.

General Offer has the meaning given in Section 6.1(b).

General Offer Application Form means the application form accompanying a copy of this Prospectus relating to the General Offer.

Independent Technical Assessment Report means the Independent Technical Assessment Report of the Iron Ridge Project in Section 9.

Investigating Accountant’s Report means the investigating accountant’s report in Section 12.

Iron Ore means:

• (a) for the purposes of the Sibelco Royalty Agreement, haematite or magnetite but does not include Iron Oxide.

• (b) for the purposes of the WRI Sale Agreement, ore containing iron, iron ore and any other mineral that is associated with the form of iron ore mineralogy.

Iron Oxide means either micaceous iron oxide, or iron oxide with an Fe2O3 content greater than 88 percent and colour Minolta L number between 49 and 56 and L/a less than 2.5.

Iron Ridge Project means the Tenement.

JORC Code means 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

Listing Rules means the official listing rules of ASX.

Mineral Resource means the Inferred Mineral Resource reported by CSA Global contained within the Iron Ridge Project as details in Section 7.4.

Minimum Subscription means 112,500,000 Shares are $0.04 each to raise $4,500,000 (before costs).

Mt means million tonnes.

New Option means an Option with the terms and conditions in Section 15.3.

Offers means the Public Offer, the Vendor Offer, the Convertible Note Share Offer, and the Option Offer.

Official List means the official list of ASX.

Official Quotation means official quotation of the Company's Shares by ASX in accordance with the Listing Rules.

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Option means an option to subscribe for a Share.

Option Offer has the meaning given in Section 6.4.

Option Offer Application Form means the application form as provided with a copy of this Prospectus relating to the Option Offer.

Participant means an Eligible Participant or its nominated party who has been granted any Security under the Plan.

Performance Right means a performance right which converts into a Share on satisfaction of a specified performance milestone issued under the Plan.

Performance Share means a Class A Performance Share, a Class B Performance Share, a Class C Performance Share and/or a Class D Performance Share (as applicable).

PML means Prometheus Mining Pty Ltd ACN 600 274 173.

PML Noteholders means various sophisticated and professional investors who are not a related party of the Company, other than related parties of Director, Mr Rob Brierley.

Priority Entitlement Date means the date immediately before the date of the Prospectus.

Priority Offer has the meaning given in Section 6.1(a).

Priority Offer Application Form means the application form accompanying a copy of this Prospectus relating to the Priority Offer.

Proposed Director means Mr Garry Plowright, details of who are set out in Section 8.1.

Prospectus means this prospectus.

Public Offer has the meaning given in Section 6.1.

QAQC means quality assurance/quality control.

RCP means reverse circulation percussion.

Securities means Shares, Performance Shares, Options and Performance Rights or any combination of these as the context provides.

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

Share Registry means Automic Pty Ltd ACN 152 260 814.

Shareholder means a holder of Shares.

Shortfall or Shortfall Shares means those Shares not applied for under the Priority Offer.

Sibelco Royalty Agreement has the meaning given in Section 14.6.

Tenement means M20/118.

Underwriter means CPS Capital.

Underwriter Option Offer has the meaning given in Section 6.4.

Underwriter Options has the meaning given in Section 6.4.

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Underwriting Agreement means the underwriting agreement between the Underwriter and the Company in respect of the Priority Offer.

Vendor Offer has the meaning given in Section 6.2.

Vendor Offer Application Form means the application form as provided with a copy of this Prospectus relating to the Vendor Offer.

Vendors means the shareholders of PML.

WRI means Weld Range Iron Ore Pty Ltd ACN 118 340 686.

WRI Royalty has the meaning given in Section 14.7.

WRI Sale Agreement has the meaning given in Section 14.7.

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EMERGENT RESOURCES LTD To be renamed Fenix Resources Limited ACN 125 323 622 Priority Offer Application Form

Applicants who received this Priority Offer Application Form from their broker must return their Priority Offer Application Form and Application Monies back to their broker

Broker Code Adviser Code

Application Options:

Option A: Apply Online and Pay Electronically (Recommended)

Apply online at: https://automic.com.au/emergentresources-priority.html

• Pay electronically: Applying online allows you to pay electronically, for Australian residents through BPAY®.

==> picture [66 x 67] intentionally omitted <==

• Get in first, it’s fast and simple: Applying online is very easy to do, it eliminates any postal delays and removes the risk of it being potentially lost in transit.

• It’s secure and confirmed: Applying online provides you with greater privacy over your instructions and is the only method which provides you with confirmation that your Application has been successfully processed.

• To apply online, simply scan the barcode to the right with your tablet or mobile device or you can enter the URL above into your browser.

Option B: Standard Application and Pay by Cheque or payment to the bank account advised by the Company

Enter your details below (clearly in capital letters using pen), attach cheque and return in accordance with the instructions on the reverse.

	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)

	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)

3. Contact details	3. Contact details	3. Contact details
Telephone Number Contact Name(PLEASE PRINT)
( )
Email Address

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

	4. CHESS Holders Only – Holder Identification Number(HIN) X Note:if the name and address details in sections 2 do not match exactlywith your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister.	4. CHESS Holders Only – Holder Identification Number(HIN) X Note:if the name and address details in sections 2 do not match exactlywith your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister.	4. CHESS Holders Only – Holder Identification Number(HIN) X Note:if the name and address details in sections 2 do not match exactlywith your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister.	4. CHESS Holders Only – Holder Identification Number(HIN) X Note:if the name and address details in sections 2 do not match exactlywith your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister.	4. CHESS Holders Only – Holder Identification Number(HIN) X Note:if the name and address details in sections 2 do not match exactlywith your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister.	4. CHESS Holders Only – Holder Identification Number(HIN) X Note:if the name and address details in sections 2 do not match exactlywith your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister.	4. CHESS Holders Only – Holder Identification Number(HIN) X Note:if the name and address details in sections 2 do not match exactlywith your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister.	4. CHESS Holders Only – Holder Identification Number(HIN) X Note:if the name and address details in sections 2 do not match exactlywith your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister.	4. CHESS Holders Only – Holder Identification Number(HIN) X Note:if the name and address details in sections 2 do not match exactlywith your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister.	4. CHESS Holders Only – Holder Identification Number(HIN) X Note:if the name and address details in sections 2 do not match exactlywith your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister.	4. CHESS Holders Only – Holder Identification Number(HIN) X Note:if the name and address details in sections 2 do not match exactlywith your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister.
	X
	5. TFN/ABN/Exemption Code Applicant 1 Applicant #2 Applicant #3 If NOT an individual TFN/ABN, please note the type in the box C = Company; P = Partnership; T = Trust; S = Super Fund

==> picture [18 x 74] intentionally omitted <==

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities can hold Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual	Mr John Richard Sample	J R Sample
Joint Holdings	Mr John Richard Sample & Mrs Anne Sample	John Richard & Anne Sample
Company	ABC PtyLtd	ABC P/L or ABC Co
Trusts	Mr John Richard Sample	John Sample Family Trust
Superannuation Funds	Mr John Sample & Mrs Anne Sample	John & Anne Superannuation Fund
Partnerships	Mr John Sample & Mr Richard Sample	John Sample & Son
Clubs/Unincorporated Bodies	Mr John Sample < Food Health Club A/C>	Food Health Club
Deceased Estates	Mr John Sample	Anne Sample (Deceased)

INSTRUCTIONS FOR COMPLETING THE PRIORITY OFFER APPLICATION FORM

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS PRIORITY OFFER APPLICATION FORM.

This is a Priority Offer Application Form for Shares in Emergent Resources Ltd (ACN 125 323 622) to be renamed Fenix Resources Limited (‘Company’) and relates to the offer of 112,500,000 Shares in the Company at $0.04 per Share pursuant to the Prospectus dated 4 September 2018. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus.

The Prospectus contains important information relevant to your decision to invest and you should read the entire Prospectus before applying for Shares. If you are in doubt as to how to deal with this Priority Offer Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. A person who provides another access to this Priority Offer Application Form must provide access by the same means and at the same time to the Prospectus and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if applicable) and a Priority Offer Application Form or General Offer Application Form as appropriate, on request and without charge.

1. Shares applied for & payment amount - Enter the number of Shares you wish to apply for. Your Application must be for a minimum of 50,000 Shares (A$2,000). Next, enter the amount of the Application Monies payable. To calculate this amount, multiply the number of Shares applied for by the offer price, which is A$0.04 per Share.

2. Applicant name(s) and postal address - Note that ONLY legal entities can hold Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person. You should refer to the table above for the correct forms of registrable title(s). Applicants using the wrong form of names may be rejected. Next, enter your postal address for the registration of your holding and all correspondence. Only one address can be recorded against a holding.

3. Contact Details - Please provide your contact details for us to contact you between 9:00am AEST and 5:00pm AEST should we need to speak to you about your Application. In providing your email address you elect to receive electronic communications. You can change your communication preferences at any time by logging in to the Investor Portal accessible at https://investor.automic.com.au/#/home

4. CHESS Holders - If you are sponsored by a stockbroker or other participant and you wish to hold Securities allotted to you under this Application on the CHESS subregister, enter your CHESS HIN. Otherwise leave the section blank and on allotment you will be sponsored by the Company and a “Securityholder Reference Number” (SRN) will be allocated to you.

5. TFN/ABN/Exemption - If you wish to have your Tax File Number, ABN or Exemption registered against your holding, please enter the details. Collection of TFN’s is authorised by taxation laws but quotation is not compulsory and it will not affect your Application.

6. Payment - Payments for Applications made through this Priority Offer Application Form can only be made by cheque or payment to the bank account advised by the Company. Payment can be made by BPAY but only by making an online Application, which can be accessed by following the web address provided on the front of the Priority Offer Application Form. Do not forward cash with this Priority Offer Application Form as it will not be accepted.

Your cheque must be made payable to “Emergent Resources Limited – Share Offer Account” and drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid. Sufficient cleared funds should be held in your account as your Application may be rejected if your cheque is dishonoured.

DECLARATIONS

BY SUBMITTING THIS PRIORITY OFFER APPLICATION FORM WITH THE APPLICATION MONIES, YOU DECLARE THAT:

• all details and statements made on the form are complete and accurate and this application is completed according to the declaration / appropriate statements on this form;

• where information has been provided about another individual, that individual’s consent has been obtained to transfer the information to the Company;

• the Company and their respective officers and agents are authorised to do anything on your behalf (including the completion and execution of documents) to enable the Shares to be allocated to you;

• you agree to become a member of the Company and to be bound by the constitution of the Company;

• neither the Company nor any person or entity guarantees any particular rate of return on the Shares, nor do they guarantee the repayment of capital;

• you have received personally a copy of a Prospectus accompanying the Priority Offer Application form before applying for Shares

• this application is an application for Shares in the Company upon and subject to the terms of the Prospectus and you agree to take any number of Shares equal to or lesser than the number of Shares indicated in Section 1 that may be issued to you pursuant to the Prospectus.

YOUR PRIVACY

Automic Pty Ltd (ACN 152 260 814) trading as Automic advises that Chapter 2C of the Corporation Act 2001 requires information about you as a Securityholder (including your name, address and details of the Securities you hold) to be included in the public register of the entity in which you hold Securities. Please refer to Section 6.21 of the Prospectus for details about the collection, holding and use of your personal information. Primarily, your personal information is used in order to provide a service to you. We may also disclose the information that is related to the primary purpose and it is reasonable for you to expect the information to be disclosed. If you do not provide the information required on this Priority Offer Application Form, the Company may not be able to accept or process your Application. You have a right to access your personal information, subject to certain exceptions allowed by law and we ask that you provide your request for access in writing (for security reasons). Our privacy policy is available on our website – www.automic.com.au

LODGEMENT INSTRUCTIONS

The Priority Offer opens on 12 September 2018 and is expected to close at 5.00pm (AWST) on 3 October 2018. The Company may elect to extend the Priority Offer or close it (after the Priority Offer is open) at any earlier date and time, without further notice. Applicants are therefore encouraged to submit their Applications as early as possible. Completed Priority Offer Application Forms and cheques must be:

POSTED TO:	DELIVERED TO (during business hours only - 9am to 5pm (AWST):
Emergent Resources Ltd C/- Automic Registry Services PO Box 2226 STRAWBERRY HILLS NSW 2012	Emergent Resources Ltd C/- Automic Registry Services Level 29, 201 Elizabeth Street SYDNEY NSW 2000

Your Priority Offer Application Form must be received by Automic no later than 5.00pm (AWST)on 3 October 2018

If you have any enquiries in respect of this Application, please contact Automic by either phone on 1300 288 664 or at corporate.actions@automic.com.au .

EMERGENT RESOURCES LTD To be renamed Fenix Resources Limited ACN 125 323 622

Applicants who received this General Offer Application Form from their broker must return their General Offer Application Form and Application Monies back to their broker

Broker Code Adviser Code

General Offer Application Form

Application Options:

Option A: Apply Online and Pay Electronically (Recommended)

Apply online at: https://automic.com.au/emergentresources-general.html

• Pay electronically: Applying online allows you to pay electronically, for Australian residents through BPAY®.

• Get in first, it’s fast and simple: Applying online is very easy to do, it eliminates any postal delays and removes the risk of it being potentially lost in transit.

• It’s secure and confirmed: Applying online provides you with greater privacy over your instructions and is the only method which provides you with confirmation that your Application has been successfully processed.

==> picture [66 x 66] intentionally omitted <==

To apply online, simply scan the barcode to the right with your tablet or mobile device or you can enter the URL above into your browser.

Option B: Standard Application and Pay by Cheque or payment to the bank account advised by the Company

Enter your details below (clearly in capital letters using pen), attach cheque and return in accordance with the instructions on the reverse.

	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)	1. Number of Shares applied for Applicationpayment(multiply box 1 by $0.04 per Share) , , A$ , , . Applications must be for a minimum of 50,000 Shares (A$2,000)
	2. Applicant name(s) and postal address: refer overleaf for correct form of registrable title(s) Name of Applicant 1 Name of Applicant 2 or Name of Applicant3or Postal address Unit/Street Number/Street name or PO Box Suburb/Town State Postcode Countryand ZIP Code(if outside Australia)

3. Contact details	3. Contact details	3. Contact details
Telephone Number Contact Name(PLEASE PRINT)
( )
Email Address

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

4. CHESS Holders Only – Holder Identification Number (HIN) Note: if the name and address details in sections 2 do not match exactly with your registration details held at CHESS, any Shares issued as a result of your X Application will be held on the Issuer Sponsored subregister. pplication will be held on the Issuer Sponsored subregister. lication will be held on the Issuer Sponsored subregister. ponsored subregister. onsored subregister. gister. ister. 5. TFN/ABN/Exemption Code Applicant 1 Applicant #2 Applicant #3 If NOT an individual TFN/ABN, please note the type in the box C = Company; P = Partnership; T = Trust; S = Super Fund

Note: if the name and address details in sections 2 do not match exactly with your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister. pplication will be held on the Issuer Sponsored subregister. lication will be held on the Issuer Sponsored subregister. ponsored subregister. onsored subregister. gister. ister.

==> picture [18 x 74] intentionally omitted <==

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities can hold Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual	Mr John Richard Sample	J R Sample
Joint Holdings	Mr John Richard Sample & Mrs Anne Sample	John Richard & Anne Sample
Company	ABC PtyLtd	ABC P/L or ABC Co
Trusts	Mr John Richard Sample	John Sample Family Trust
Superannuation Funds	Mr John Sample & Mrs Anne Sample	John & Anne Superannuation Fund
Partnerships	Mr John Sample & Mr Richard Sample	John Sample & Son
Clubs/Unincorporated Bodies	Mr John Sample < Food Health Club A/C>	Food Health Club
Deceased Estates	Mr John Sample	Anne Sample (Deceased)

INSTRUCTIONS FOR COMPLETING THE GENERAL OFFER APPLICATION FORM

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS GENERAL OFFER APPLICATION FORM.

This is a General Offer Application Form for Shares in Emergent Resources Ltd (ACN 125 323 622) to be renamed Fenix Resources Limited (‘Company’) and relates to the offer of 112,500,000 Shares in the Company at $0.04 per Share pursuant to the Prospectus dated 4 September 2018. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus.

The Prospectus contains important information relevant to your decision to invest and you should read the entire Prospectus before applying for Shares. If you are in doubt as to how to deal with this General Offer Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. A person who provides another access to this General Offer Application Form must provide access by the same means and at the same time to the Prospectus and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if applicable) and a Priority Offer Application Form or General Offer Application Form as appropriate, on request and without charge.

1. Shares applied for & payment amount - Enter the number of Shares you wish to apply for. Your Application must be for a minimum of 50,000 Shares (A$2,000). Next, enter the amount of the Application Monies payable. To calculate this amount, multiply the number of Shares applied for by the offer price, which is A$0.04 per Share.

2. Applicant name(s) and postal address - Note that ONLY legal entities can hold Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person. You should refer to the table above for the correct forms of registrable title(s). Applicants using the wrong form of names may be rejected. Next, enter your postal address for the registration of your holding and all correspondence. Only one address can be recorded against a holding.

3. Contact Details - Please provide your contact details for us to contact you between 9:00am AEST and 5:00pm AEST should we need to speak to you about your Application. In providing your email address you elect to receive electronic communications. You can change your communication preferences at any time by logging in to the Investor Portal accessible at https://investor.automic.com.au/#/home

4. CHESS Holders - If you are sponsored by a stockbroker or other participant and you wish to hold Securities allotted to you under this Application on the CHESS subregister, enter your CHESS HIN. Otherwise leave the section blank and on allotment you will be sponsored by the Company and a “Securityholder Reference Number” (SRN) will be allocated to you.

5. TFN/ABN/Exemption - If you wish to have your Tax File Number, ABN or Exemption registered against your holding, please enter the details. Collection of TFN’s is authorised by taxation laws but quotation is not compulsory and it will not affect your Application.

6. Payment - Payments for Applications made through this General Offer Application Form can only be made by cheque or payment to the bank account advised by the Company. Payment can be made by BPAY but only by making an online Application, which can be accessed by following the web address provided on the front of the General Offer Application Form. Do not forward cash with this General Offer Application Form as it will not be accepted.

Your cheque must be made payable to “Emergent Resources Limited – Share Offer Account” and drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid. Sufficient cleared funds should be held in your account as your Application may be rejected if your cheque is dishonoured.

DECLARATIONS

BY SUBMITTING THIS GENERAL OFFER APPLICATION FORM WITH THE APPLICATION MONIES, YOU DECLARE THAT:

• all details and statements made on the form are complete and accurate and this application is completed according to the declaration / appropriate statements on this form;

• where information has been provided about another individual, that individual’s consent has been obtained to transfer the information to the Company;

• the Company and their respective officers and agents are authorised to do anything on your behalf (including the completion and execution of documents) to enable the Shares to be allocated to you;

• you agree to become a member of the Company and to be bound by the constitution of the Company;

• neither the Company nor any person or entity guarantees any particular rate of return on the Shares, nor do they guarantee the repayment of capital;

• you have received personally a copy of a Prospectus accompanying the General Offer Application form before applying for Shares

• this application is an application for Shares in the Company upon and subject to the terms of the Prospectus and you agree to take any number of Shares equal to or lesser than the number of Shares indicated in Section 1 that may be issued to you pursuant to the Prospectus.

YOUR PRIVACY

Automic Pty Ltd (ACN 152 260 814) trading as Automic advises that Chapter 2C of the Corporation Act 2001 requires information about you as a Securityholder (including your name, address and details of the Securities you hold) to be included in the public register of the entity in which you hold Securities. Please refer to Section 6.21 of the Prospectus for details about the collection, holding and use of your personal information. Primarily, your personal information is used in order to provide a service to you. We may also disclose the information that is related to the primary purpose and it is reasonable for you to expect the information to be disclosed. If you do not provide the information required on this Priority Offer Application Form, the Company may not be able to accept or process your Application. You have a right to access your personal information, subject to certain exceptions allowed by law and we ask that you provide your request for access in writing (for security reasons). Our privacy policy is available on our website – www.automic.com.au

LODGEMENT INSTRUCTIONS

The General Offer opens on 12 September 2018 and is expected to close at 5.00pm (AWST) on 17 October 2018. The Company may elect to extend the General Offer or close it (after the General Offer is open) at any earlier date and time, without further notice. Applicants are therefore encouraged to submit their Applications as early as possible. Completed General Offer Application Forms and cheques must be:

POSTED TO:	DELIVERED TO (during business hours only - 9am to 5pm (AWST):
Emergent Resources Ltd C/- Automic Registry Services PO Box 2226 STRAWBERRY HILLS NSW 2012	Emergent Resources Ltd C/- Automic Registry Services Level 29, 201 Elizabeth Street SYDNEY NSW 2000

Your General Offer Application Form must be received by Automic no later than 5.00pm (AWST) 17 October 2018

If you have any enquiries in respect of this Application, please contact Automic by either phone on 1300 288 664 or at corporate.actions@automic.com.au .