SUREFIRE RESOURCES NL — Capital/Financing Update 2020

Jul 20, 2020

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(ABN 48 083 274 024)

ASX Code: SRN

P R O S P E C T U S

For a pro rata non-renounceable rights issue of options to acquire fully paid ordinary shares on the basis of one (1) option offered for every two (2) fully paid ordinary shares held at the Record Date, with $0.001 (0.1 cent) to pay on application and exercisable at $0.006 (0.6 cents) each option, raising up to approximately $314,077 (before the expenses of the Offer and exercise of the options).

The Offer is fully underwritten.

INDICATIVE TIMETABLE*

Date of this prospectus (and lodgement with ASIC)	21 July 2020
“Ex” Date	27 July 2020
Record Date	28 July 2020
Closing date for acceptances (5:00pm AWST)	11 August 2020
Issue date, dispatch of holding statements	18 August 2020
* Subject to the Timetable Proviso described in section 6.2 of this prospectus.
1. IMPORTANT INFORMATION

Definitions & interpretation – Definitions (usually with the first letter capitalised) appear both throughout the body of this prospectus (refer bolded terms) as well as in section 7.

Speculative investment, read the whole prospectus & take advice – An investment in the securities offered pursuant to this prospectus is speculative and involves inherent risks. It is important that you read the whole of this prospectus. The Company recommends you consult with your professional advisors before deciding whether or not to apply for securities pursuant to this prospectus.

Distribution of complete and unaltered copy of this prospectus – If you provide a copy of this prospectus to another person you should only do so if you ensure that it is in a complete and unaltered form failing which you may be guilty of a criminal offence.

Jurisdiction of Offer – If you are an Overseas Applicant or if this prospectus has been or is intended to be provided, dispatched to, or accessed electronically outside Australia, please refer to section 6.5. No action has been taken by the Company to ensure the offer of securities under this prospectus is compliant in any jurisdiction other than Australia.

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2. DETAILS OF THE OFFER

2.1 Amount to be raised

This prospectus is for the non-renounceable offer ( Offer ) of New Options to acquire Fully Paid Shares, at an issue price of $0.001 per New Option applied for under the prospectus with $0.001 (0.1 cent) to pay on application (payable as a non-refundable prepayment of capital for the security into which the option is converted if the New Option is exercised), pursuant to a pro rata non-renounceable rights issue (including any shortfall) on the basis of one (1) New Security (New Option) for every two (2) Fully Paid Shares held at the Record Date. As at the date of this prospectus and assuming no additional Shares are issued before the Record Date, up to approximately 314,076,820 New Securities ()Options) may be issued pursuant to the Offer, raising up to approximately $314,077 (before the expenses of the Offer).

If any Entitlements are not taken up, the New Securities comprising the shortfall ( Shortfall ) may be placed by the Directors in their absolute discretion and such placement will form part of the Offer.

2.2 Stock exchange listing

The Company will, within approximately 20 business days after the date of this prospectus, apply for the New Options issued pursuant to the Offer to be quoted on ASX.

The Company gives no warranties or assurances that the New Options will be quoted on ASX and no person should apply for securities pursuant to the Offer on the basis that the New Options will be quoted on ASX.

2.3 No minimum subscription

As the Offer is fully underwritten, there is no minimum amount that must be raised or minimum number of New Securities which must be applied for pursuant to the Offer before the New Securities will be issued. See also section 2.7 regarding underwriting of the Offer.

2.4 Acting on your Entitlement and applying for the Shortfall

Your Entitlement is indicated on the Entitlement and Acceptance Form accompanying this prospectus. As a holder of Shares at the Record Date, you may participate in the Offer (or not) as follows:

• a) accept your Entitlement in whole or in part (if in part, you will receive no benefit from the part of your Entitlement not accepted) by:

• i) completing the Entitlement and Acceptance Form and forwarding the completed form, together with payment for the amount due in respect of New Securities applied for; or

• ii) paying the amount due in respect of New Securities applied for, calculated at $0.001 per New Option by BPAY®,

in accordance with the instructions set out on the Entitlement and Acceptance Form (unless alternative arrangements are made and agreed to by the Company) so that it is received by the Company’s Share Registrars no later than the Closing Date (note that your financial institution may have cut off times for the processing of BPAY payments) ; or

• b) do nothing, in which case you will receive no benefit from your Entitlement.

2.5 Issue of Securities

Subject to applicable laws and the Listing Rules, the Company will, in its absolute discretion, accept and/or reject any application in whole or in part.

If your application is accepted, in whole or in part, the Company will issue New Securities (to the extent accepted) pursuant to your application and dispatch either an issuer sponsored holding statement or a CHESS statement (together with any excess application monies) to you as soon as practicable after the Closing Date (required under the Listing Rules to be within 5 business days of the Closing Date unless ASX agrees otherwise). It is your responsibility to ascertain your allocation (if any).

2.6 Application monies

Application monies will be held in trust in a separate bank account on behalf of applicants until the New Securities offered under this prospectus are issued. If your application is rejected in whole or in part, the amount tendered in respect of New Securities that are not issued pursuant to your application will be repaid to you, without interest.

The banking of application monies does not constitute either processing or acceptance of your application.

2.7 Underwriting

CPS Capital Group Pty Ltd ( Underwriter or CPS Capital Group ) has agreed, to fully underwrite the Offer and procure applications for Shortfall Securities upon the terms of an underwriting agreement with the Company dated 15 July 2020.

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Prospectus dated 21 July 2020

In consideration for the underwriting, the Company will pay the Underwriter a fee ( Underwriting Fee ) equal to 6% (plus GST where applicable) of the amount subscribed under the underwriting agreement. The Underwriter will, by negotiation, pay out a fee of up to 4% directly to third parties who provide any sub-underwriting to the Offer.

As the New Options have no voting rights until exercised and converted into Fully Paid Shares, CPS Capital Group will have no voting power in the Company based on their holding of New Options.

3. PURPOSE AND EFFECT OF OFFER

3.1 Purpose of the Offer

The primary purpose of the Offer is to provide SRN with additional funding to continue assessing and drilling targets located on the Company’s West Australian exploration projects at Kooline, Victory Bore and Unaly Hill, to assess, and if applicable, acquire further projects and for working capital purposes.

The Company reserves the right to raise additional equity capital at any time.

3.2 Effect on financial position

On the basis that the Offer is fully underwritten and if no further Shares are issued prior to the Record Date, the Company’s cash reserves, contributed equity, total assets and net assets will increase by approximately $290,232, which is the amount that would be raised pursuant to the Offer (approximately $314,077) less the estimated expenses of the Offer which comprises brokerage of up to approximately $18,845 (includes the Underwriting Fee referred to in Section 2.7) and other related costs totalling $5,000.

As the Offer is fully underwritten, the aforementioned effect on the Company’s cash reserves, contributed equity, total assets and net assets will not be reduced by the amount of any ultimate shortfall.

3.2.1. Pro forma statement of financial position

The Company’s latest reviewed, consolidated balance sheet (as at 31 December 2019) is set out on page 9 of its Half Year Financial Report for the half year ended 31 December 2019. The following pro forma statements of financial position assumes that the Offer is fully subscribed, and reflects the effect on financial position described above.

	Historical as at 31 December 2019 Consolidated Reviewed ($) Pro-Forma as at 30 June 2020 Consolidated Unaudited ($) Pro-Forma Effect of Offer 30 June 2020 Consolidated Unaudited ($)
Current Assets Cash and cash equivalents Other receivables Total Current Assets TOTAL ASSETS Current Liabilities Trade and other payables Interest-bearing liabilities Total Current Liabilities TOTAL LIABILITIES NET LIABILITIES Equity Contributed equity Reserves Accumulated losses TOTAL EQUITY	559,425 193,990 484,221 51,544 69,278 69,278 610,969 263,268 553,499 610,969 263,268 553,499 771,433 761,999 761,999 - 60,000 60,000 771,433 821,999 821,999 771,433 821,999 821,999 (160,464) (558,731) (268,500) 28,336,434 28,711,634 29,001,865 5,500 5,500 5,500 (28,502,398) (29,275,865) (29,275,865) (160,464) (558,731) (268,500)

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3.3 Effect on capital structure

The capital structure of the Company following Completion of the Offer (based upon the Offer being fully underwritten and therefore fully subscribed) is summarised below.

and therefore fully subscribed) is summarised below.
Shares	Number of Shares
Fully paid ordinary Shares (ASX:SRN)	628,153,640
Partly paid ordinaryContributingShares(Unquoted)	300,252,600
Shares on issue upon Completion of the Offer	928,406,240
	Number of Options
Options to acquire fully paid Shares, exercisable at $0.018; expiring 25 May 2021	55,000,000
Options to acquire fully paid Shares,exercisable at$0.006;expiring30 June 2022	314,076,820
Options on issue upon Completion of the Offer	369,076,820

3.4 Effect on control

If all Shareholders take up their Entitlements in full, the Offer is not expected to have a material effect on the control of the Company as the New Options do not have any voting rights.

If Eligible Shareholders do not take up or are not issued their full Entitlements under the Offer, then their percentage shareholding in the Company will not be diluted by New Options issued under the Offer.

On the basis that the Offer is fully underwritten, if a Shareholder with approximately 1% of the Company pre-Offer does not take up any of their Entitlements, then their Shareholding in the Company may reduce to up to approximately 0.67% after, and if, all New Options have been exercised by subscribers to the Offer.

4. INTERESTS, FEES AND BENEFITS

Other than as set out below or as is disclosed elsewhere in this prospectus, no: (a) director of the Company; or (b) person named in this prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation and distribution of this prospectus; or (c) promoter of the Company; or (d) underwriter to, or Australian financial services licensee named in this prospectus as an Australian financial services licensee involved in, the offer of securities under this prospectus; has or had within 2 years before lodgement of this prospectus with ASIC any interest in: (i) the formation or promotion of the Company; or (ii) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the offer of securities under this prospectus; or (iii) the offer of securities under this prospectus; and no amounts have been paid or agreed to be paid and no amounts have been given or agreed to be given to any of those persons as an inducement to become or to qualify as a director of the Company or for services rendered in connection with the formation or promotion of the Company or the offer of securities under this prospectus.

4.1 Directors holdings

As at the date of this prospectus the relevant interests of each Director in the securities of the Company were as follows:[1 ]

Director	Shares - Fully Paid	Shares - Partly Paid
		Contributing
Mr V Nikolaenko	97,687,141	67,188,767
Mr M Povey	1,797,945	1,797,945
Mr R Smith	6,664,155	1,469,178

1. The table shows those securities held directly and indirectly.

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Prospectus dated 21 July 2020

4.2 Director fees and benefits

The Directors are currently remunerated in their capacity as Directors at annual rates of $300,000 to an entity associated with Vladimir Nikolaenko, $30,000 to an entity associated with Michael Povey (temporarily reduced from $42,000 effective from 1 July 2020) and $30,000 to an entity associated with Roger Smith (temporarily reduced from $42,000 effective from 1 July 2020) for their services as managing director, non-executive director and non-executive director respectively.

Details of remuneration

Details of the remuneration of the Directors of the Company for each of the years ended 30 June 2019 and 2020 respectively are set out in the following table.

	Short-Term	Short-Term
	Fees and Contractual Payments
	2020	2019
	$	$
Mr V Nikolaenko	300,000	300,000
Mr M Povey	123,350	112,550
Mr R Smith	42,000	42,000
Total	465,350	454,550

4.3 Interests of other named persons

CPS Capital Group Pty Ltd will be paid an Underwriting Fee as detailed in Section 2.7.

5. CONSTITUTION AND TERMS OF SECURITIES

5.1 Constitution and rights attaching to New Options

All New Options to be issued pursuant to this prospectus will be issued as New Options to acquire Fully Paid Shares in the capital of the Company and when exercised, will rank equally with existing Fully Paid Shares currently on issue.

Further details of the rights and obligations attaching to Options are set out in the Company’s Constitution, which can be obtained from the Company’s website (https://surefireresources.com.au) or its registered office at no cost, or from ASIC.

A constitution has the effect of a contract between the Company and each member, between the Company and each Director and company secretary, and between a member and each other member under which each of those persons agrees to observe and perform the provisions of the constitution as far as those provisions apply to that person. A company's constitution can only be altered by a special resolution (being a resolution passed by at least 75% of the votes cast by members entitled to vote on the resolution).

The Constitution deals with such matters as the rights conferred and obligations imposed by shares, issues of shares, transfer of shares, alterations of share capital, share buy-backs, disposal of small shareholdings (being parcels of shareholdings with a market value less than that an amount prescribed under the Listing Rules - $500 as at the date of this prospectus), variation of class rights, meetings of shareholders, voting, polls, appointment and removal of Directors, remuneration of Directors, dividends, winding up and the Listing Rules.

5.2 Rights attaching to New Options

Following are the material terms of the New Options being offered pursuant to this prospectus:

1. Each Option may be exercised by giving notice in that regard together with payment of the amount of $0.006 (0.6 cents) ( Exercise Price ).

2. Each Option entitles the holder to subscribe for one fully paid ordinary share ( Fully Paid Share ) in Surefire Resources NL ACN 083 274 024 ( SRN or the Company ) upon the payment of the Exercise Price per Share subscribed for. The $0.001 (0.001) cent paid on application for each option in this class will be applied as a non-refundable prepayment against the capital of the fully paid share into which the option may be converted and that fully paid share shall rank pari passu with the existing class of ASX:SRN.

3. The Options will lapse at 5:00 pm on 30 June 2022 ( Expiry Date ).

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1. The Options are transferable at any time in accordance with the Corporations Act 2001 and any applicable rules of ASX.

2. There are no participating rights or entitlements inherent in the Options and holders of the Options will not be entitled (as a consequence of holding Option) to participate in new issues of capital that may be offered to shareholders during the currency of the Options.

3. The Option holder has the right to exercise Options prior to the date for determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the Options, and will be granted a period of at least 3 business days before the relevant record date to exercise the Options.

4. Subject to any requirements of the Corporations Act and ASX Listing Rules, the Options do not confer the right to a change in exercise price or the number of securities over which the Option can be exercised.

5. In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.

6. Unless approved otherwise by the Company on a case-by-case basis (with no obligation on the Company to do so), Options can only be exercised in parcels of not less than 500,000, except where the total Options held by the holder is less than 500,000 (in which case, all Options held by the holder must be exercised and the costs of filing with ASX in connection with the exercise to be borne up front by the Option holder). Subject to ASX listing rules, the Company shall not be obliged to issue Shares in response to an exercise of Options more frequently than once per calendar quarter. The Company may, in its discretion, waive this clause or any part of it and such a waiver may be subject to conditions or further limitations.

7. Subject to clause 9, the Options shall be exercisable at any time during the period ( Exercise Period ) ending on the Expiry Date by: (a) the delivery to the registered office of the Company of a notice in writing ( Notice ) stating the intention of the Option holder to exercise all or a specified number of Options held by them accompanied by cleared funds for the subscription monies for the Shares; or (b) such other form and method as may be approved by the Company from time to time. The Notice and cleared funds must be received by the Company during the Exercise Period. An exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by it PROVIDED THAT if the remaining number be less than 500,000 those Options shall ipso facto lapse.

8. If the Company has entered into an agreement to underwrite the exercise of the Options and any Options remain unexercised at the Expiry Date, then the holder of those unexercised Options immediately, unconditionally and irrevocably appoints the Company as the Option holder’s agent to transfer (for no consideration to that holder) the unexercised Options to the relevant underwriter and, despite clause 10, that underwriter is entitled to exercise the unexercised Options within 14 calendar days (or such fewer days as the Company may determine in its absolute discretion) of the Expiry Date.

9. Subject to clause 9, the Company shall endeavour to allot the resultant Shares and deliver a statement of shareholdings with a holders’ identification number within 5 business days of exercise of the Options.

10. A notice may, without limitation, be given by the Company to any Option holder in the same manner as a notice may be given by the Company to any Shareholder.

11. The Company will apply for quotation of the Options.

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Prospectus dated 21 July 2020

6. ADDITIONAL INFORMATION AND DISCLAIMERS

6.1 Transaction specific prospectus

This prospectus has been prepared in accordance with the special content rules for continuously quoted securities in section 713 of the Corporations Act, which sets out an alternative general disclosure test for an offer of continuously quoted securities or options to acquire such securities. The alternative disclosure test allows the issue of a prospectus with a specified limited content (compared to a “full disclosure” prospectus), commonly referred to as a “transactionspecific” prospectus. To qualify as “continuously quoted securities” the securities must, amongst other matters, be securities of a “disclosing entity” for the purposes of the Corporations Act. In preparing this prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers.

6.2 Timetable Proviso

Other than the date of this prospectus and any historical dates or time periods prior to the date of this prospectus, the date(s) mentioned in this prospectus is(are) indicative only. Further, notwithstanding any provision of this prospectus and to the fullest extent permitted by law and the Listing Rules, the Company may, from time to time and without giving any notice, abridge or further abridge, extend or further extend any period or vary or further vary any date or time period referred to in this prospectus to such earlier or later date or for such period as the Directors thinks fit whether or not the date to be varied has passed or the period to be extended has expired.

6.3 Document available for inspection

As a “disclosing entity”, the Company is subject to regular reporting and disclosure obligations. Copies of documents lodged with ASIC in relation to the Company may be obtained from or inspected at an office of ASIC.

Any person has the right to obtain a copy of the following documents and the Company will provide a copy of each of the following documents, free of charge, to any person who asks for it during the application period for this prospectus:

• a) the annual financial report of the Company for the year ended 30 June 2019;

• b) the half-yearly financial report of the Company for the six months ended 31 December 2019; and

• c) all documents used to notify ASX of the information relating to the Company under the Listing Rules since the lodgement of the financial report referred to in (a) above. Prior to the date of this prospectus, the only such documents were:

Date	Description		Date	Description
3/10/2019	Placement completed		13/2/2020	Response to ASX Appendix 5BQueryLetter
3/10/2019	Appendix 3B		13/3/2020	Half-Year Accounts
11/10/2019	VictoryGold Bore		6/4/2020	Proposed Sale of Small Share Parcels
25/10/2019	Notice of AGM/ProxyForm		30/4/2020	QuarterlyActivities and Cashflow Reports
31/10/2019	QuarterlyActivities and Cashflow Reports		11/5/2020	Becominga substantial shareholder
13/11/2019	VictoryBore Gold-Vanadium Project		12/5/2020	Response to ASX Financial ConditionQuery
15/11/2019	Notification of Expiryof Listed Options		27/5/2020	Change in Substantial Shareholding
25/11/2019	Results of AGM		5/6/2020	Change in Substantial Shareholding
26/11/2019	Appendix 3B		19/6/2020	Completion of Small Parcel Sale
31/1/2020	QuarterlyActivities and Cashflow Reports		20/7/2020	Non-Renounceable Rights Issue and Placements

6.4 Consents

CPS Capital Group Pty Ltd have given and have not, prior to the lodgement of this prospectus with ASIC, withdrawn their written consent to be named in this prospectus as Underwriter to the Offer in the form and context in which it appears.

Other than as disclosed above or elsewhere in this prospectus, CPS Capital Group Pty Ltd has not been involved in the preparation, or authorised or caused the issue, of this prospectus and, to the maximum extent permitted by law:

• a) expressly disclaims and takes no responsibility for any part of (or any matter included in or omitted from) this prospectus;

• b) makes no representation or warranty (either expressly or impliedly) with respect to the completeness or accuracy of information contained in this prospectus;

• c) disclaims liability to any person in respect of any statement included in or omitted from this prospectus.

6.5 Overseas Applicants and distribution

This prospectus does not constitute an offer or invitation:

• a) in any jurisdiction where, or to any person to whom, it would be unlawful to issue this prospectus; or

• b) to any person to whom, it would not be lawful to make such an offer or invitation.

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Where this prospectus is received or accessed in any such jurisdiction or by any such person, it is provided for information purposes only. No action has been taken to register or qualify the New Securities, or the Offer, or otherwise to permit the public offering of the New Securities, in any jurisdiction outside Australia.

The distribution of this prospectus within jurisdictions outside Australia may be restricted by law and persons into whose possession this prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. It is the responsibility of any Overseas Applicant to ensure compliance with all laws of any country relevant to his or her application, or country of receipt of this prospectus, and to obtain all necessary approvals so that they may legally subscribe for (and be issued) securities pursuant to the Offer.

In making an application you represent and warrant for the Company’s benefit and for the benefit of the Company’s officers, employees, agents and advisers (and, to the maximum extent permitted by law, indemnify the Company, and the Company’s officers, employees, agents and advisers for any loss or damage caused if such representation or warranty proves to be inaccurate) that there has been no breach of any law by reason of that application being made, that all necessary approvals and consents to the making of that application have been obtained and that the Company may legally offer and issue securities to the applicant pursuant to this prospectus. Overseas Applicants must consult with their professional advisors as to whether any formalities need to be observed (either by themselves or the Company) to enable them to subscribe for the securities being offered pursuant to this prospectus.

Specifically, in New Zealand, the New Options are not being offered or sold to the public other than to existing Shareholders with registered addresses in New Zealand and to whom the Offer is being made in reliance on relevant securities legislation. This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand), although the Company reserves the right to do so.

6.6 Privacy Act

By completing an application form accompanying this prospectus, you will be providing personal information to the Company (and its Share Registrar). The Privacy Act 1988 (Cth) governs the use of your personal information and sets out principles governing the ways in which organisations should treat that information. The personal information to be collected on an application form accompanying this prospectus will be used to evaluate applications for New Securities and, if your application is successful, to administer your security holdings, provide services to you and otherwise effect appropriate administration for security holders. If the Company is obliged to do so by law, personal information will also be passed on to other parties.

In making an application, you agree that the Company may use the information provided on your application form for the purposes here disclosed and may disclose it for those purposes to the Company’s Share Registrar, related bodies corporate, agents, contractors, employees, servants, and third party service providers, including without limitation, mailing houses, professional advisers, ASX, other Shareholders and regulatory authorities.

The Corporations Act requires the Company to include information about security holders (including name, address and details of securities held) in its public register. The information contained in the Company’s public register must remain there even if that person ceases to be a security holder. Information contained in the Company’s public register is also used to facilitate distribution payments and corporate communications (including financial results, annual reports and other information that the Company may elect to utilise to communicate with its security holders) and compliance by the Company for legal and regulatory requirements. For instance, in certain circumstances details of security holder’s names and holdings must be disclosed by the Company in its annual reports.

An applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under the law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office.

6.7 ASIC and ASX take no responsibility

ASIC and ASX take no responsibility for the contents of this prospectus, a copy of which has been lodged with ASIC.

6.8 Prospectus Expiry Date

No securities will be issued on the basis of this prospectus after its expiry date, being 13 months after the date of this prospectus.

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Prospectus dated 21 July 2020

7. DEFINITIONS

In this prospectus, unless the context otherwise requires:

“A$” and “$” means Australian dollars, unless otherwise stated.

“ASIC” means Australian Securities and Investments Commission.

“ASX” means ASX Limited (ACN 008 624 691).

“ AWST ” means Australian Western Standard Time, Perth, Australia.

“Board” of Directors of the Company as constituted from time to time

“Closing Date” means 5:00pm AWST on 11 August 2020, subject to the Timetable Proviso.

“Company” or “ Surefire Resources ” or “ SRN ” means Surefire Resources NL (ABN 48 083 274 024).

“Completion of the Offer” means the issue of any securities offered pursuant to this prospectus.

“Constitution” means the constitution of the Company.

“Contributing Share” means a partly paid ordinary share in the capital of the Company, which at the date of this prospectus has not been subject to any calls and is subject to future calls totalling $0.018 per share.

“Corporations Act” means the Corporations Act 2001 (Cth).

“Director” means a director of the Company.

“Eligible Shareholder” means a holder of a Share registered as a Shareholder on the Record Date.

“Entitlement” means the entitlement of an Eligible Shareholder of Shares to New Securities under the Offer. Fractional entitlements will be rounded up to the nearest whole number.

“Fully Paid Share” means a fully paid ordinary share in the capital of the Company.

“Listing Rules” means the official listing rules of ASX, as amended or waived by ASX from time to time.

“New Option ” means an option to acquire a Share. The terms and conditions of the New Options being offered pursuant to this prospectus are set out in section 5.2.

“New Securities” means the New Options being offered pursuant to this prospectus.

“Overseas Applicant” means a person applying for securities pursuant to the Offer from outside Australia or New Zealand.

“Offer” means the invitation to apply for New Securities as described in section 2.1.

“Option holder ” means the person or persons registered as the holder of one or more Options from time to time.

“Record Date” means 28 July 2020, subject to the Timetable Proviso.

“Share Registrar” means Advanced Share Registry Pty Ltd.

“Share” means a Fully Paid Share or a Contributing Share or both as the context requires.

“Shareholder” means a holder of Shares in the capital of the Company.

“Shortfall” means the shortfall described in section 2.1.

“Timetable Proviso” means the proviso regarding dates and time periods as described in section 6.2.

“Underwriter” or “CPS Capital Group Pty Ltd” means CPS Capital Group Pty Ltd (ABN 73 088 055 636, AFSL 294848), a corporation registered in Australia.

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