TASMAN RESOURCES LTD - Capital/Financing Update 2020

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A.C.N. 009 253 187

NON-RENOUNCEABLE RIGHTS ISSUE TRANSACTION-SPECIFIC PROSPECTUS

exercise price of $0.05 per Share, exercisable at any time up to and including three (3) years after their date of issue). This Rights Issue, if fully subscribed, will raise up to approximately $1,478,019 (before expenses of the Offer).

IMPORTANT INFORMATION

This Prospectus is a transaction-specific prospectus issued under section 713 of the Corporations Act. This Prospectus is not required to, and does not, contain all of the information that is generally required to be set out in a prospectus, including general information in relation to the assets and liabilities, financial position, profits and losses or prospects of the Company. This Prospectus generally only contains information in relation to the effect of the Rights Issue on the Company and the rights and liabilities attaching to the New Shares and New Options offered to Qualifying Shareholders under this Prospectus.

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers.

This Offer is partially underwritten by RM Corporate Finance Pty Ltd.

THE SHARES AND OPTIONS OFFERED UNDER THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

IMPORTANT STATEMENT

This Prospectus is dated 6 July 2020.

A copy of this Prospectus was lodged with ASIC on 6 July 2020. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus.

This Prospectus contains an offer to Qualifying Shareholders whose registered addresses are in Australia and New Zealand, and has been prepared to comply with the requirements of the securities laws of Australia and New Zealand. Distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make an offer. No action has been taken to register this Prospectus, the New Shares or New Options or the Rights, or otherwise permit an offering of the New Shares or New Options or the Rights, in any jurisdiction outside of Australia or New Zealand.

No New Shares or New Options will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Application will be made within 7 days of the date of this Prospectus for permission for the New Shares offered by this Prospectus to be admitted to Quotation on the ASX. The New Options will not be admitted to Quotation on ASX unless the circumstances set out in section 2.9 of this Prospectus apply (which may not happen).

The New Shares and New Options offered under this Prospectus are of a speculative nature. Qualifying Shareholders should read this Prospectus in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to apply for New Shares and accompanying New Options. In particular, it is important that Qualifying Shareholders consider the risk factors set out in section 5 of this Prospectus. The New Shares and New Options offered under this Prospectus carry no guarantee in respect of return of capital, return on capital investment, payment of dividends or the future value of the Shares or Options.

DISCLAIMER

No person is authorised to give any information or to make any representation in connection with the Offers which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by Tasman (or its Directors or advisers) in connection with the Offers.

PROSPECTUS AVAILABILITY

This Prospectus is available in both a paper and electronic version. Qualifying Shareholders with registered addresses in Australia and New Zealand will be sent a paper copy of this Prospectus on 15 July 2020. An electronic version of this Prospectus will also be emailed to Qualifying Shareholders who have provided Advanced Share Registry Services with their email address and may also be viewed by Qualifying Shareholders by accessing their secure electronic account with Advanced Share Registry Services. In addition, Qualifying Shareholders can obtain a copy of this Prospectus during the Rights Issue on the Tasman website at www.tasmanresources.com.au or by calling the Company by telephone on (+618) 9282 5889. Qualifying Shareholders who access the electronic version of this Prospectus should ensure that they download and read the entire prospectus. A personalised Acceptance Form will accompany the paper copy of the Prospectus which will be mailed to Qualifying Shareholders on 15 July 2020. Personalised Acceptance Forms will also accompany the electronic copies of the Prospectus which are sent to Qualifying Shareholders by email or accessed by Qualifying Shareholders from their secure electronic account with Advanced Share Registry Services.

Neither this Prospectus nor the accompanying Acceptance Form may be sent or otherwise distributed by Qualifying Shareholders to persons outside of Australia and New Zealand.

TRANSACTION-SPECIFIC PROSPECTUS

This Prospectus is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act. This Prospectus is not required to, and does not, contain all the information that is generally required to be set out in a prospectus, including general information in relation to the assets and liabilities, financial position, profits and losses or prospects of the Company. This Prospectus generally only contains information in relation to the effect of the Rights Issue on the Company and the rights and liabilities attaching to the New Shares and New Options offered under this Prospectus.

Section 7 of this Prospectus sets out further information in relation to the nature and contents of this Prospectus.

FORWARD LOOKING STATEMENTS

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and its management.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and Applicants are cautioned not to place undue reliance on these forward-looking statements.

The Company has no intention of updating or revising forward-looking statements regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

These forward-looking statements are subject to various risk factors that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 5.

DEFINITIONS AND ABBREVIATIONS

Throughout this Prospectus abbreviations and defined terms are used. Defined terms are generally identified by the use of an uppercase first letter. Details of the definitions and abbreviations used are set out in section 8 of this Prospectus.

SUMMARY OF OFFER

This information is intended as a summary only and should be read in conjunction with the more detailed information appearing elsewhere in this Prospectus. Applicants should read this entire Prospectus, including the risks in section 5, in order to make an informed decision about acquiring New Shares and New Options.

1. KEYPOINTS

New Share Issue Price $0.028 per New Share

Qualifying Shareholder Entitlement 1 New Share for every 10 Existing Shares held on the Record Date (together with 1 free accompanying New Option for every 2 New Shares acquired under this Prospectus)

Approximate number of New Shares to be issued under this Up to 52,786,405 Rights Issue

Approximate number of New Options to be issued under this Up to 26,393,203 Rights Issue

Approximate amount to be raised under this Rights Issue Up to $1,478,019 (assuming this Rights Issue is fully subscribed and before expenses of the Offer)

These figures assume that none of the Existing TASOC Options are converted to Shares prior to the Record Date. If this occurs, the number of New Shares and New Options, and the amount raised under this Rights Issue, may increase.

2. SUMMARY OF IMPORTANT DATES

Offer announcement	Wednesday 24 June 2020
Lodgement of Prospectus at ASIC	Monday 6 July 2020
Lodgement of Prospectus and Appendix 3B with ASX	Monday 6 July 2020
Ex date	Thursday 9 July 2020
Record Date for determining Entitlements	Friday 10 July 2020
Prospectus despatched to Qualifying Shareholders	Wednesday 15 July 2020
Closing date of the Offer*	Friday 31 July 2020
If agreed by ASX, securities quoted on a deferred settlement basis	Monday 3 August 2020
Announcement of results of Rights Issue	Wednesday 5 August 2020
Issue Date and Appendix 2A lodged with ASX (end of any deferred
settlement trading), dispatch of holding statements	Friday 7 August 2020

This timetable is indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and the Listing Rules and the consent of the Underwriter being obtained under the Underwriting Agreement, to vary the above dates (including, without limitation, to extend the Closing Date or to close this Rights Issue early), or to withdraw this Rights Issue and Prospectus at any time, without prior notice. Any extension of the Closing Date will have a consequential effect on subsequent milestones set out above.

See section 2.13 in relation to the Shortfall Offers.

Page

IMPORTANT STATEMENT .................................................................................................................................... 1	IMPORTANT STATEMENT .................................................................................................................................... 1
SUMMARY OF OFFER ............................................................................................................................................ 3
1.	CHAIRMAN’S LETTER .................................................................................................................................. 5
2.	DETAILS OF THE OFFER .............................................................................................................................. 6
3.	ACTION REQUIRED BY QUALIFYING SHAREHOLDERS .................................................................. 13
4.	COMPANY OVERVIEW ............................................................................................................................... 15
5.	RISK FACTORS .............................................................................................................................................. 27
6.	EFFECT OF THE ISSUE ............................................................................................................................... 31
7.	ADDITIONAL INFORMATION ................................................................................................................... 40
8.	GLOSSARY NAMES AND TERMS .............................................................................................................. 50
9.	CONSENT BY DIRECTORS ......................................................................................................................... 53
10.	CORPORATE DIRECTORY ......................................................................................................................... 54
ENTITLEMENT AND ACCEPTANCE FORM ………………………………………………………………….55

1. CHAIRMAN’S LETTER

Dear Shareholders

The purpose of this Rights Issue is to raise funds for the following purposes:

to continue exploration on the Pernatty mineral exploration licence that Tasman holds in South Australia;
to provide ongoing working capital to cover operating expenses, assuming this Rights Issue is fully subscribed, for up to twelve months; and
to repay the March Bells Loan.

Tasman’s geophysical surveys at Pernatty have identified a number of interesting targets for follow up exploration. Tasman proposes to expend approximately $400,000 on the forthcoming drilling of up to 8 separate geophysical targets identified at Pernatty which have potential for copper sulphides.

Currently, all exploration expenditure on Exploration Licence 6416 (that adjoins the Olympic Dam licence, and includes the Vulcan and West Vulcan prospects), is being paid by FMG Resources Pty Ltd pursuant to the terms of a Farm-in and Joint Venture Agreement entered into on 19 June 2019.

Additionally, and subject to having sufficient funds available, Tasman proposes to continue to support its investments in either or both of Eden and Conico, as the Directors in their discretion may decide is reasonably required.

In relation to this current Rights Issue, Doug Solomon, one of Tasman’s Directors (personally and/or through his associated companies or trusts, which include one of the Company’s largest shareholders) has indicated that he currently intends to take up all of his Entitlement. I (personally and/or through my associated companies or trusts, which include one of the Company’s largest shareholders) also currently intend to take up at least $100,000 of my Entitlements.

I urge Shareholders to read this Prospectus carefully, and I commend this Rights Issue to you.

Yours sincerely

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Gregory H Solomon Chairman

2. DETAILS OF THE OFFER

2.1 Shares and Options offered for subscription

By this Prospectus, the Company makes the following offers:

2.1.1 a non-renounceable pro rata rights issue of approximately 52,786,405 New Shares and 26,393,203 New Options (assuming that none of the Existing TASOC Options of the Company are converted to Shares prior to the Record Date) on the basis of 1 New Share for every 10 Existing Shares held as at the Record Date at an issue price of $0.028 each, together with 1 New Option free of charge for every 2 New Shares acquired (each New Option being to acquire 1 Share at an exercise price of $0.05 exercisable at any time up to and including three years after their date of issue), to raise up to approximately $1,478,019 before expenses of the offer (“the Entitlement Offer”); and
2.1.2 if the Entitlement Offer is not fully subscribed, an offer of the Shortfall to:
2.1.2.1 Qualifying Shareholders who wish to apply for additional New Shares (and accompanying New Options) in excess of their Entitlement under the Entitlement Offer (“the QS Shortfall Offer”);
2.1.2.2 the Underwriter and Sub-Underwriters; and
2.1.2.3 any investor to whom the Directors elect, in their discretion, to place the balance of the Shortfall remaining after the offers in sections 2.1.2.1 and 2.1.2.2 have been completed in accordance with section 2.13,

on the terms set out in section 2.13 (the “Shortfall Offers”);

The Entitlement Offer is partially underwritten (see section 2.12 for further details).

All New Shares issued pursuant to this Prospectus will be issued as fully paid ordinary shares and will rank equally in all respects with the Existing Shares (see section 7.4 of this Prospectus).

The New Options to be issued under this Prospectus will be issued on the terms and conditions set out in section 7.5 of this Prospectus.

2.2 Entitlement Offer

As the Entitlement Offer (refer to section 2.1.1 above) is non-renounceable, Qualifying Shareholders who do not wish to exercise their Rights to subscribe for some or all of the New Shares (and accompanying New Options) being offered to them under this Prospectus may not sell or otherwise transfer those Rights, and those Rights will lapse upon the expiry of the Offer Period.

2.3 Entitlement to participate in the Entitlement Offer

Shareholders who are registered on the Company's Share Register and whose registered addresses are in Australia or New Zealand (Qualifying Shareholders) at the close of business on the Record Date, being 5.00 pm WST on 10 July 2020, are eligible to participate in the Entitlement Offer. An Acceptance Form setting out Qualifying Shareholders’ Entitlements to New Shares and New Options accompanies this Prospectus.

Fractional Entitlements will be rounded up to the nearest whole number of New Shares and accompanying New Options.

2.4 Applications

The Entitlement Offer may be accepted by Qualifying Shareholders in whole or in part prior to the Closing Date, subject to the right of the Company to extend the Offer Period or close the Entitlement Offer early.

Instructions for accepting an Entitlement are set out in section 3 of this Prospectus and on the Acceptance Form which accompanies this Prospectus.

2.5 Application money

All Qualifying Shareholders who accept the Entitlement Offer made to them in its entirety will receive their Entitlement in full.

New Shares and accompanying New Options will be issued to a Qualifying Shareholders only after all of their Application Money has been received and ASX has granted permission for the New Shares to be quoted.

All Application Money received before the New Shares (and accompanying New Options) are issued will be held in a special purpose bank account. After the New Shares (and accompanying New Options) are issued to Qualifying Shareholders, the funds in the account, plus accrued interest, will be received by the Company. All Application Moneys will be returned (without interest) if this Rights Issue is withdrawn or otherwise does not proceed.

If the New Shares are not admitted to Quotation by ASX within 3 months after the date of this Prospectus (or any longer period permitted by ASIC), the Company will refund all Application Moneys in full. The New Options will not be admitted to Quotation on the ASX, unless the circumstances set out in section 2.9 apply (which may not happen).

2.6 Issue outside Australia and New Zealand

This Prospectus does not constitute an offer of Securities in any place outside Australia and New Zealand in which, or to any person to whom, it would not be lawful to make such an offer or to issue the Prospectus. The distribution of this Prospectus and the accompanying Acceptance Form in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus and the accompanying Acceptance Form (including nominees, trustees or custodians) should seek advice on and observe those restrictions. Any failure to comply with those restrictions may constitute a violation of applicable securities laws.

No action has been taken to register the Rights, the New Shares or New Options or this Prospectus or otherwise permit an offering of the New Shares or New Options or the Rights in any jurisdiction outside of Australia or New Zealand. Without limitation, the Rights and the New Shares and New Options have not been, and will not be, registered under the US Securities Act of 1933 (as amended) or the securities laws of any State of the United States of America and may not be offered in the United States of America or to, or for the account of or benefit of, US persons.

2.7 Treatment of Non-Qualifying Foreign Shareholders

The Offer in this Prospectus is not being extended to any Shareholder, as at the Record Date, whose registered address is not situated in Australia or New Zealand (Non-Qualifying Foreign Shareholders). This is because the Company is of the view that it is unreasonable to extend the Offer to Non-Qualifying Foreign Shareholders having regard to the small number of such Non-Qualifying Foreign Shareholders, the small number and value of the Securities which would be offered to them, and the cost of complying with the applicable legal requirements, and requirements of regulatory authorities, of the applicable jurisdictions outside of Australia and New Zealand.

Recipients (including any nominee, trustee or custodian who receives this Prospectus) may not send or otherwise distribute this Prospectus or the accompanying Acceptance Form to any person outside Australia or New Zealand (other than to Qualifying Shareholders).

2.8 ASX Quotation of New Shares

The Company will apply to the ASX for the New Shares offered under this Prospectus to be granted Quotation within 7 days of the date of this Prospectus.

If approval for Quotation of the New Shares is not granted within 3 months after the date of this Prospectus (or any longer period permitted by ASIC), the Company will not allot or issue any New Shares (or accompanying New Options) pursuant to the Offers and will repay all Application Moneys without interest as soon as practicable.

Subject to approval being granted by ASX, it is expected that the New Shares will be issued on 7 August 2020 and that Quotation of the New Shares will commence on ASX on a normal basis on 10 August 2020. It is the responsibility of all Applicants to determine their allocation prior to trading in New Shares. Applicants who trade or otherwise deal with New Shares before they receive holding statements will do so at their own risk. The Company disclaims all liability in tort (including negligence), statute or otherwise to persons who trade or otherwise deal with New Shares before receiving holding statements.

ASX takes no responsibility for the contents of this Prospectus. The fact that the ASX may approve Quotation of the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares (or accompanying New Options) offered under this Prospectus.

2.9 ASX Quotation of New Options

Subject to the below paragraph, application will not be made to the ASX for the New Options offered by this Prospectus to be granted Quotation, and the New Options will not be granted Quotation and will not be able to be traded on the ASX.

Under the ASX Listing Rules, in order for ASX to approve quotation of the New Options, at least 100,000 New Options must be issued under this Prospectus and those New Options must be held by a minimum of 50 Qualifying Shareholders who each hold a marketable parcel of New Options (within the meaning given to that term in the procedures of the ASX Market Rules) and all of the other requirements of the ASX Listing Rules applying to the quotation of an additional class of securities must be satisfied. The Company anticipates these conditions will be satisfied (however there is no guarantee of this). If these conditions are satisfied, the Company proposes, after the Closing Date, to make an application to the ASX for the New Options offered by this Prospectus to be granted Quotation. However, the Offers are not conditional upon the making of such an application, or on the New Options being granted Quotation, and there is no representation that this application will be made and/or that the New Options will be granted Quotation.

If all of the circumstances set out in the above paragraph occur and the Company applies for the New Options to be admitted to Quotation on the ASX, subject to approval being granted by ASX, it is expected that Quotation of the New Options will commence on ASX on 7 August 2020. It is the responsibility of all Applicants to determine their allocation prior to trading in New Options. Applicants who trade or otherwise deal with New Options before they receive holding statements will do so at their own risk. The Company disclaims all liability in tort (including negligence), statute or otherwise to persons who trade or otherwise deal with New Options before receiving holding statements.

ASX takes no responsibility for the contents of this Prospectus. The fact that the ASX may approve Quotation of the New Options is not to be taken in any way as an indication of the merits of the Company or the New Options offered under this Prospectus.

2.10 Allotment of New Shares and New Options

Subject to ASX granting approval for Quotation of the New Shares, the allotment of the New Shares and New Options to Qualifying Shareholders will occur as soon as possible after this Rights Issue is closed, following which holding statements setting out the number of New Shares and New Options allotted to Qualifying Shareholders under this Prospectus will be despatched.

2.11 Minimum subscriptions and oversubscriptions

There is no minimum subscription to this Rights Issue, and no oversubscriptions will be accepted. However, as noted in section 2.12, the Entitlement Offer is partially underwritten.

2.12 Offer Partially Underwritten

The Entitlement Offer is partially underwritten. The Underwriter has agreed to underwrite 33.829% of the Shortfall (if any) remaining after completion of the QS Shortfall Offer (“Underwritten Securities”). The Underwriter will be required to subscribe for the Underwritten Securities at an issue price of $0.028 per Share, giving a maximum underwritten amount (if no Valid Applications were received) of $500,000.

The Underwriter has entered into a Sub-Underwriting Agreement with March Bells, pursuant to which March Bells will sub-underwrite 60% of the Underwritten Securities, giving a maximum sub-underwritten amount (if no Valid Applications were received) of $300,000 . The Underwriter may also seek to enter into other SubUnderwriting Agreements.

A summary of the material terms of the Underwriting Agreement (including details of the fee which is payable by the Company to the Underwriter) is set out in section 6.9.1 of this Prospectus.

The Offers in this Prospectus are not conditional upon it being underwritten. If for any reason the Underwriting Agreement is terminated (see section 6.9.1 of this Prospectus which summarises the events which will entitle the Underwriter to terminate the Underwriting Agreement), unless the Directors otherwise determine, the Offers will proceed.

2.13 Shortfall

The Shortfall Offers are separate offers pursuant to this Prospectus.

2.13.1 QS Shortfall Offer to Qualifying Shareholders

Qualifying Shareholders may, in addition to their Entitlement, apply for additional New Shares (and accompanying New Options) forming part of the Shortfall, regardless of the size of their present holding.

Qualifying Shareholders who wish to participate in the QS Shortfall Offer by applying for New Shares (and accompanying New Options) above their Entitlement, should insert the number of additional New Shares they wish to apply for in that section of the table in the Acceptance Form headed "Number of Shortfall Shares (if any) applied for (in excess of the Entitlement shown above)". The issue price of any New Shares comprising part of the Shortfall shall be $0.028, being the price at which the Rights have been offered to Qualifying Shareholders pursuant to this Prospectus. Any additional New Shares applied for must be paid for in the same manner as the Entitlement Shares are paid for. A single payment should be made for the Application Moneys for any New Shares you have applied for as part of your Entitlement and any additional New Shares applied for as part of the Shortfall. It is an express term of the QS Shortfall Offer that applicants for New Shares comprised in the Shortfall will be bound to accept a lesser number of additional New Shares (and accompanying New Options) than the number applied for.

The Shortfall will be placed at the discretion of the Company. The Company reserves the right to reject (either in whole or in part) any applications for the Shortfall. The Company also reserves the right to allot to an Applicant a lesser number of the New Shares (and accompanying New Options) comprising the Shortfall than the number for which the Applicant applies, or to allot none of the additional New Shares (and accompanying New Options) applied for by the Applicant. As a result, Qualifying Shareholders who apply for additional New Shares in excess of their Entitlement receive no guarantee that they shall receive all or any of those additional New Shares (and accompanying New Options) for which they apply. If a Qualifying Shareholder does not receive all or any of the additional New Shares (and accompanying New Options) they apply for under the QS Shortfall Offer, any excess Application Moneys will be returned to them (without interest).

The Directors (whether personally or through their associated companies or trusts) will not apply for any additional New Shares (and accompanying New Options) under the QS Shortfall Offer.

2.13.2 Underwriter and Sub-Underwriters

A portion of the Shortfall remaining after completion of the QS Shortfall Offer referred to in section 2.13.1 will be taken up by the Underwriter (and Sub-Underwriters) pursuant to the Underwriting Agreement (and Sub-Underwriting Agreements) (see sections 2.12, 6.5, 6.6 and 6.9 for further details of this partial underwriting). The issue price of any New Shares comprising this portion of the Shortfall shall be $0.028, being the price at which the Rights have been offered to Qualifying Shareholders pursuant to this Prospectus. The offer of this part of the Shortfall under this section 2.13.2 shall remain open under this Prospectus (and may be accepted by the Underwriter (and Sub-Underwriters)) until the date that is 4 Business Days after the Closing Date.

2.13.3 Investors

The Directors reserve the right, subject to the requirements of the ASX Listing Rules and the Corporations Act, to place any remaining Shortfall not subscribed for under the Shortfall Offers referred to in sections 2.13.1 or 2.13.2 above, at any time within 3 months of the Closing Date, at an issue price of not less than the issue price under the Entitlement Offer, being $0.028 per Share. The offer of the remaining Shortfall under this section 2.13.3 shall remain open under this Prospectus (and may be accepted by any investor who has been offered any portion of the Shortfall by the Directors in their discretion) until the date which is 3 months after the Closing Date.

2.14 Purpose of the Offers

The purpose of the Offers is to raise up to approximately $1,478,019 (before expenses of the Offer). The funds raised under this Rights Issue will be utilised in the manner set out in section 6.7 of this Prospectus.

2.15 Market prices of Existing Shares and Existing TASOC Options on ASX

The highest and lowest market sale price of the Existing Shares and Existing TASOC Options during the 3 months immediately preceding the lodgement of this Prospectus with ASIC, and the last market sale price on the business day immediately preceding the lodgement date of this Prospectus, are set out below.

	3-Month High	3-Month Low	Last Market Price
	(on 30 April 2020)	(on 29 June 2020)	(on 3 July 2020)
Existing Shares	$0.039	$0.025	$0.034
	(on 22 May 2020)	(on 22 May 2020)	(on 22 May 2020)
Existing	$0.005	$0.005	$0.005
TASOC Options

The approximate VWAP of the Existing Shares for the three-month period prior to the date of lodgement of this Prospectus at ASIC was $0.0326.

The approximate VWAP of the Existing TASOC Options for the three-month period prior to the date of lodgement of this Prospectus at ASIC was $0.005.

2.16 Opening and Closing Dates

Subscription lists will open on 15 July 2020 and will remain open until 5.00pm WST on 31 July 2020. Subject to the requirements of the Corporations Act and the Listing Rules and the Underwriting Agreement, the Company may either close the Entitlement Offer at an earlier time and date or extend the closing time and date without prior notice. Qualifying Shareholders are encouraged to submit their Applications as early as possible.

No New Shares or New Options will be issued under this Prospectus later than 13 months after the date of this Prospectus.

2.17 Indicative timetable

Refer to the "Summary of Offer" at the beginning of this Prospectus for an indicative Offer timetable.

2.18 Existing Shares

There are currently 527,864,046 Shares on issue in the Company. If the Entitlement Offer is fully subscribed, and assuming that none of the Existing TASOC Options are converted to Shares before the Closing Date, a total of approximately 580,650,451 Shares will be on issue in the Company at the conclusion of the Entitlement Offer.

2.19 Existing Options

There are currently 56,128,478 Existing TASOC Options on issue in the Company. If the Entitlement Offer is fully subscribed, and assuming that none of the Existing TASOC Options are converted to Shares before the Closing Date, a total of approximately 82,521,681 Options will be on issue in the Company at the conclusion of the Entitlement Offer (comprising the 56,128,478 Existing TASOC Options and 26,393,203 New Options issued under the Entitlement Offer).

There are currently no unlisted Options on issue in the Company.

2.20 Existing Optionholders

Holders of all of the Existing TASOC Options on issue in the Company may participate in this Rights Issue by exercising any or all of their Existing TASOC Options prior to the Record Date.

All of the Existing TASOC Options on issue in the Company are capable of being exercised. If all of these Existing TASOC Options were exercised before the Record Date, an additional 56,128,478 Shares would then be issued. In addition, in the event that all of the Rights in respect of these additional Shares were subscribed for, an additional 5,612,848 New Shares (together with 2,806,424 accompanying New Options) would be issued under this Rights Issue, and a further $157,159.75 would be raised under this Rights Issue. As the price at which the Company's Shares are currently trading is less than the price at which the Existing TASOC Options are exercisable, the Company considers it unlikely that any of the Optionholders will choose to exercise their Existing TASOC Options (or some of them) prior to the Record Date.

2.21 Effect on existing Shareholders and Optionholders

For the effect this Rights Issue will have on Shareholders’ and Optionholders’ existing interests, please see section 6.3 of this Prospectus.

2.22 No commission payable on New Shares and New Options

No commission will be payable by the Company in connection with any New Shares and New Options which are issued under this Prospectus.

2.23 No valuation

No formal valuation has been completed of any of the assets, or the New Shares or New Options, of the Company.

2.24 Risk factors

In addition to the general risks applicable to all investments in listed companies, there are specific risks associated with an investment in the Company. Please see section 5 of this Prospectus for further information.

2.25 Acknowledgment and Privacy Statement

Each Applicant acknowledges that they have received and read this Prospectus.

As Qualifying Shareholders are already shareholders of the Company, the Company and its share registry (Advanced Share Registry Services) have already collected certain personal information from Qualifying Shareholders. However, if Qualifying Shareholders apply for New Shares and New Options pursuant to this Prospectus, they may be supplying new, additional, or updated personal information (by its inclusion on the Acceptance Form) to the Company and Advanced Share Registry Services. Applicants who apply under the Offers which are referred to in sections 2.13.2 and 2.13.3 and who are not currently shareholders of the Company will also be supplying personal information to the Company.

The provided information is used for the purposes of processing the Applications and to administer the Applicant’s holding of Shares and Options. By submitting an Application, each Applicant agrees that the Company may use the information provided by the Applicant on the Application for the purposes set out in this privacy statement and may disclose it for those purposes to Advanced Share Registry Services and the Company’s related bodies corporate, agents and contractors and third party service providers, including mailing houses, professional advisers (eg auditors, lawyers and accountants), technology support providers and to ASX and other regulatory authorities.

The Corporations Act requires the Company to include information about each Shareholder (including name, address and details of the Shares and Options 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 Shareholder. Information contained in the Company’s register is also used to facilitate payments and corporate communications (including the Company’s financial results, annual reports and other information that the Company wishes to communicate to its Shareholders) and compliance by the Company with legal and regulatory requirements.

Under the Privacy Act 1998 (Cth), Shareholders have a right to gain access to personal information that the Company holds about that person, subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office.

If you are paying by cheque or money order and you do not provide the information required on the Acceptance Form, the Company may not be able to accept or process your Acceptance Form.

2.26 Enquiries In Relation to this Issue

This Prospectus should be read in its entirety. Enquiries concerning the Acceptance Form or about subscribing for New Shares and accompanying New Options under this Rights Issue should be directed to the Company (attention Aaron Gates) by telephone on (+618) 9282 5889.

If after reading this Prospectus or contacting the Company you have any questions about any aspect of an investment in the Company, please consult your stockbroker, accountant or independent financial advisor.

3. ACTION REQUIRED BY QUALIFYING SHAREHOLDERS

3.1 What you may do - choices available

If you are a Qualifying Shareholder, you may take any of the following actions:

take up all of your Rights (refer to section 3.2);
take up part of your Rights and allow the balance to lapse (refer to section 3.2);
do nothing (refer to section 3.3).

3.2 Taking up all or part of your Rights

If you are a Qualifying Shareholder and you wish to take up all or part of your Rights, you should:

read this Prospectus in full and decide whether to participate;
consider the risks associated with this Offer, as summarised in section 5, in light of your personal circumstances;
either:
(1) pay the Application Moneys for the Rights you are taking up by BPay® by no later than 5.00 pm WST on 31 July 2020. Qualifying Shareholders who pay electronically (by BPay®), do not need to return the Acceptance Form, and they will be taken to have accepted the Offer upon making payment by BPay®. This acceptance cannot be withdrawn. Instructions on how to make a payment by B-Pay® are set out on the Acceptance Form. Qualifying Shareholders should be aware that their own financial institution may implement earlier cut-off times with regard to electronic payment, and they should therefore take this into consideration when making payment. It is the responsibility of Qualifying Shareholders to ensure that funds submitted through B-Pay® are received by 5:00pm WST on the Closing Date.

OR

(2) complete the personalised Acceptance Form accompanying this Prospectus in accordance with the instructions set out on that form and forward it, together with your cheque or money order for the Application Moneys for the Rights you are taking up, to reach one of the following addresses by no later than 5.00 pm WST on the Closing Date:

By mail : Tasman Resources Limited c/- Advanced Share Registry PO Box 1156 NEDLANDS WA 6909

By delivery: Tasman Resources Limited c/- Advanced Share Registry 110 Stirling Highway NEDLANDS WA 6009

Cheques (drawn on and payable at any Australian bank) should be made payable to “Tasman Resources Limited – Rights Issue” and crossed “Not Negotiable”.

If you are paying by cheque or money order, New Shares and accompanying New Options will only be issued to Qualifying Shareholders on receipt of an Acceptance Form which was issued together with this Prospectus. A completed and lodged Acceptance Form, together with payment for the number of New Shares accepted, cannot be withdrawn and constitutes a binding application for, and acceptance of, the number of New Shares specified in the Acceptance Form on the terms set out in this Prospectus. The

Acceptance Form does not need to be signed to be binding.

Acceptance Forms which do not specify an Australian or New Zealand address for service (or which are accompanied by payment drawn on a foreign bank account) will be rejected and returned unless Qualifying Shareholders provide evidence which satisfies the Company that the issue of the New Shares and accompanying New Options will not contravene the laws of any other jurisdiction.

If the Acceptance Form is not completed correctly the Company may reject it or treat it as valid. The Company’s decision as to whether to reject the Acceptance Form or treat it as valid and how to construe, amend or complete it is final.

If the amount a Qualifying Shareholder pays is insufficient to pay for their full Entitlement, they will be taken to have applied for such lower number of New Shares as that amount will pay for. If a Qualifying Shareholder pays for more New Shares than their Entitlement, they will be deemed to have applied for their full Entitlement and for additional New Shares (and accompanying New Options) under the offer of the Shortfall in section 2.13.1 to the extent of the excess.

No brokerage or duty is payable by Qualifying Shareholders on the issue of New Shares and accompanying New Options.

If you are a Qualifying Shareholder and you take up part of your Rights only the balance of your Rights will lapse.

3.3 Consequences of doing nothing – Rights not taken up

Qualifying Shareholders who do not wish to take up any of their Entitlement do not need to take any action. Any Rights not taken up by Qualifying Shareholders will lapse at the expiration of the Offer Period.

3.4 Overseas Shareholders

Shareholders with registered addresses outside Australia and New Zealand should refer to sections 2.6 and 2.7 of this Prospectus.

3.5 Effect on Shareholders and Optionholders

For the effect this Rights Issue will have on Shareholders’ and Optionholders’ existing interests, please see section 6.3 of this Prospectus.

4. COMPANY OVERVIEW

4.1 Background

Tasman was incorporated on 30 June 1987 as PF Mining Shelf Co (No 19) NL and changed its name on 2 September 1987 to Tasman Resources NL.

Tasman was admitted to Quotation on the official list of the ASX on 18 December 2001. On 23 January 2009 Tasman changed from a no liability company to a company limited by shares.

Tasman’s wholly owned subsidiary, Noble Energy Pty Ltd (“Noble”), holds 36.24% of the issued shares in ASX listed Eden Innovations Ltd (ASX: EDE), which was admitted to the Official List of the ASX in June 2006. A short summary of Eden’s main project is detailed in section 4.3 of this Prospectus.

Tasman also holds 3 mineral exploration licences in South Australia.

Additionally, Tasman holds 13.18% of the issued shares in Conico Ltd (ASX: CNJ), which was admitted to the Official List of the ASX on 14 June 2007. Conico owns 50% of the Mt Thirsty Cobalt-Nickel Project in Western Australia, with the other 50% held by Barra Resources Limited (ASX: BAR).

Further information in relation to Tasman’s mineral projects is contained in section 4.3 of this Prospectus.

4.2 Directors

The current Directors of the Company are:

Gregory Howard Solomon, LLB (Executive Chairman)
Douglas Howard Solomon, B. Juris (Hons), LLB (Non-Executive Director)
Guy Touzeau Le Page, B.A., B.Sc. (Hons), M.B.A., FFIN, MAusIMM (Non-Executive Director)

4.3 Projects

Investment into Eden Innovations Ltd

Tasman, through Noble, is the largest shareholder in Eden, holding 36.24% of Eden’s shares. Eden’s main project is its EdenCrete® concrete admixture which Eden has developed using carbon nanotubes that it produces in the US using a proprietary pyrolysis process that Eden developed jointly with the University of Queensland and which Eden now owns.

EdenCrete® is being both trialled and sold in the USA and is being trialled in Australia, Europe, India, Israel, Greece and Korea as a concrete additive and it has been shown that it can improve the compressive strength, tensile strength and abrasion resistance of concrete whilst also reducing its permeability.

If the demand for EdenCrete® continues to grow, it is possible that Tasman’s investment in Eden, the value of which as at the date of this Prospectus exceeds Tasman’s market capitalisation, could further significantly increase in value.

Further details of Eden’s projects are available from the Eden website at www.edeninnovations.com.

Mineral Projects

Pernatty Project - EL 6137 (Tasman 100%)

The Pernatty Project is located approximately 20km SSE of the IOCG deposit at Carrapateena, within Exploration Licence 6137 (refer Figure 1). The area was initially targeted by Tasman for its potential to host IOCG deposits due to available geophysical data, the possibility of reasonable basement depths and its proximity to Carrapateena. Importantly, Tasman’s regional geological studies identified Pernatty as lying within an interpreted prospective “corridor” containing the most commercially favourable IOCG deposits at Olympic Dam, Wirrda and the three deposits in the Carrapateena area (see Figure 1).

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Figure 1: Pernatty Project Location Plan (grid GDA 94, Z53).

Electromagnetic (EM) Survey Results

EM surveying over priority gravity and magnetic targets identified within the Pernatty IOCG project, was completed, including follow up surveys, in December last year. A total of 54.7 line kms were surveyed over the two target areas (refer Figures 1&2). The aim of the survey was to locate anomalous areas of electrical conductivity in the basement that could be due to IOCG associated copper sulphide mineralisation, as well as give information about depth to basement.

Geophysical modelling of the EM data in conjunction with the available gravity and magnetic data has been carried out.

Southern Area

Geophysical modelling has highlighted an EM conductor in the southern area coincident with a gravity and magnetic anomaly (Figures 2 and 3) bounded by interpreted N and NE trending lineaments (Figure 3). Although all components of the coincident magnetic-gravity-conductivity anomaly are weak, the modelling suggests that elevated concentrations of sulphides may occur between about 250 and 500m depth.

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Northern
Area
Southern
Area
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Figure 2: EL 6137. Residual gravity image showing EM survey lines (white) and location of modelled TEM conductor in southern area (yellow hatch). Yellow circles in north area are approx. locations of modelled steeply dipping conductive plates. White circles are locations of small coincident gravity-magnetic-TEM anomalies. Overall dimensions of EM anomalies in north area unknown. Grid GDA 94 Z53.

Conductivity depth images (CDI’s, Figure 4a) suggest that conductive rocks occur at around 300m and are separate from shallow highly conductive material, probably saline aquifers, in the cover. The EM conductor is shown as Plate 07 in the TEM model (Figure 4b). Modelled dimensions are around 800m long and 700m wide, similar to that of the gravity anomaly. The gravity and magnetic components of the coincident anomaly are interpreted to represent felsic rocks with about 5% dense non-magnetic minerals such as hematite and sulphides with less than 0.1% magnetite. The data suggests that it is not likely to be an iron rich IOCG system, however the intersecting deeply-weathered regional lineaments suggest a possible zone of dilation, giving it a potentially interesting address.

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Figure 3: Southern Area. Modelled EM conductor (black hatch) and EM survey lines over residual magnetic image and interpreted lineaments (black lines).

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Figure 4a: Southern Area Line 6517000N. TEM, residual gravity (red) and magnetic (blue) profiles and conductivity depth image.

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Plate 07
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Figure 4b: Southern Area Line 6517000N. Response (profiles) and CDI generated from the response of a model comprising a half-space model (58 mS/m) with ten horizontal conductive plates.

Northern Area

Two steeply dipping conductive sheets (Figures 2, 5 a&b) have been interpreted on the southern most line in the northern area. Their high conductances suggest that they might represent sulphides in steeply dipping faults or fractures, presumably within the cover rocks, however graphite as a source of the conductivity cannot be ruled out. The top centre of Plate 1 in the model is at (751010E, 6523250N) at 53m depth and is very close to vertical. The top of Plate 2 in the model is at (751540E, 6523250N) and 103 metres depth. While these TEM anomalies appear on either flank of a north-south gravity high there are no gravity data points within 200m of this southernmost TEM line. The gravity high is inferred by interpolation.

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Figure 5a: Northern Area Line 6523250N. TEM, magnetic (blue) and gravity (red) profiles and conductivity depth image.

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Figure 5b: Northern Area Line 6523250N. Plate-in-host model simulation for data in Figure 5a showing steeply dipping modelled conductive plates 01 and 02.

Two small coincident magnetic -gravity -TEM highs have also been identified in the northern area at approx. 370 and 400m depth:

Body 1

Just enough of this feature is seen at the north end of north-south TEM line 751400E to permit construction of a plate-in-host TEM model whose profiles and CDI response, shown in Figure 6a&b, suggest that the maximum conductivity occurs at about 370m depth (Plate 01). This is associated with weak but coincident magnetic (2 nT) and gravity (0.2 mGal) highs. Modelling suggests less than 0.1% magnetite and 15% of a dense non-magnetic component such as hematite and sulphides. Due to the associated electrical conductivity the 15 percent estimate for the hematite and sulphide component may represent more sulphides than hematite.

Body 2

A residual gravity high at (752000E, 6524000N) coincides with a residual magnetic high, and both anomalies occur barely 150m west of a conductivity anomaly seen in the eastern end of the CDI for line 6524000N (Figure 7). The residual magnetic and gravity high can be simulated using a body with the properties of felsic rock with 5.5% percent hematite and sulphides and less than 1% magnetite.

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Figure 6a: Northern Area Line 751400E. TEM profiles and conductivity depth image.

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Figure 6b: Northern Area Line 751400E. Plate-in-host model simulation for the north-south CDI in Figure 6a. Maximum conductivity is interpreted to be near 370m depth.

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Figure 7: Northern Area Line 6524000N. TEM, magnetics (blue) and gravity (red) profiles and conductivity depth image.

Drill Targets

The EM surveying over priority gravity and magnetic targets has identified five priority drill targets for copper sulphides (Figure 2). Although none of the conductors identified can be readily attributed to classic IOCG mineralization due to their relatively low gravity modelled iron contents they still have the potential to host economic copper sulphide mineralization in the cover rocks and/or basement. The applicable mineralisation models for the Pernatty anomalies are however uncertain at this stage.

The eastern Gawler Craton is a significant copper province and economic copper mineralization occurs in cover rocks at Mt Gunson, 40km to the west and in the basement at the Carrapateena IOCG deposit 20km to the northwest. As there has been no drilling in the area the local depth to basement is unknown, and the conductivity contrast between the cover rocks and basement is insufficient to determine a clear interface in the CDIs.

Field reconnaissance over the target areas has been carried out by Tasman personnel and Aboriginal heritage surveys were conducted by representatives of the native title holders. All of the proposed hole locations have been cleared for drilling. A PEPR has been submitted to the SA Department for Energy and Mining and approval has been granted for the drilling program.

Lake Torrens IOCG Project – EL 6416 (Tasman 100%, Fortescue earning 51%).

Exploration Licence 6416 (refer Figure 8) hosts the Vulcan, Vulcan West and Titan iron oxide-copper-gold (“IOCG”) prospects, approximately 30km north of BHP’s Olympic Dam mine in South Australia. In June 2019 Tasman and FMG Resources Pty Ltd, a subsidiary of Fortescue Metals Group Ltd (ASX:FMG “Fortescue”) executed a Farm-in and Joint Venture Agreement over Tasman’s EL 6416.

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Tasman EL6416
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Figure 8: Regional residual gravity image over Tasman’s Exploration Licence 6416, showing the location of Olympic Dam, Tasman’s IOCG prospects and the area of the Tasman 2018 gravity infill survey (yellow rectangle) and modelling (Vulcan West). (GDA 94, MGA Zone 53).

Work Carried out by Fortescue

Since the JV’s inception work carried out by Fortescue has included the following:

Historic data review
Review of proprietary Tasman data
Relogging of Titan, Marathon and Vulcan drill core
Detailed magnetic susceptibility, specific gravity and conductivity data collected on Titan, Marathon and Vulcan drill holes
Hyperspectral analysis of Vulcan core
Completion of a detailed ground gravity survey
Submission of samples for hematite/magnetite geochemical vectoring program

Program for the June Quarter

Work which was planned by Fortescue for the June quarter included:

Continued review, re-logging and data collation of Vulcan drill core
Processing of gravity data
Analysis of results from the hematite/magnetite geochemical vectoring program
On ground reconnaissance for future access preparation
Geological and geophysical modelling and target generation.

Background on Vulcan and Vulcan West Prospects (presently regarded by Tasman as the high priority prospects within EL6416).

Vulcan is located 30km NNE of the giant Olympic Dam IOCG deposit and is a very large IOCG system, where drilling to date has intersected a number of very thick intervals of alteration and low-grade mineralisation over a large target area (about 12km[2] ).

Vulcan West occupies a very geophysically anomalous and interesting zone (around 50km[2] ) between Vulcan and Titan, another very large IOCG system within Tasman’s Exploration Licence 6416 (see Figure 8). Other regional IOCG targets within Tasman’s EL6416 are also shown in Figure 3.

The infill gravity survey completed by Tasman in January 2018 over a previously undrilled section of the Exploration Licence, provided high quality data to enable detailed geophysical modelling (combined gravity and magnetics) over an area considered prospective for discovery of IOCG deposits. A number of potential drill targets were identified in this modelling, and as suspected, a number of these targets are at shallower depth than the nearby large Vulcan IOCG system.

Regional MT surveys suggest to Tasman that Vulcan and Olympic Dam share a very deep underlying zone of anomalously conductive rocks that are postulated to represent a zone of fluid migration, which was critical in the formation of these two very large IOCG systems.

Figure 9 (see Figure 8 for location) shows the residual gravity response obtained from the new geophysical processing and modelling over the main area of interest at Vulcan West and clearly highlights a number of distinctive anomalies. Combined modelling of this gravity data with existing magnetics has defined a number of potential drill targets at a variety of depths (Figure 9):

Target A: Modelled depth of about 650m
Target B: Modelled depth of about 700m
Target C: Modelled depth of about 680m
Target D: Modelled depth of about 850m
Target E: Modelled depth of about 700m
Target F: Modelled depth of about 750m

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Figure 9: Detailed plan of residual gravity at Vulcan West, based on all available data. Red/magenta colours are areas of stronger residual gravity, generally indicating areas likely to be underlain by denser, more iron-rich rock, potentially IOCG systems. The letters A, B C etc. refer to individual modelled bodies. Also shown in plan, at the same scale is an outline of the Carrapateena IOCG deposit, located 125km to the SE. Clearly there is potential for the Vulcan West area (especially Targets A & C) to host Carrapateena-size deposits at attractive depths.

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Figure 10: Location of Tasman’s Exploration Project Areas in South Australia

Disclaimer

The interpretations and conclusions reached in this section 4.3 are based on current geological theory and the best evidence available to the authors at the time of writing. It is the nature of all scientific conclusions that they are founded on an assessment of probabilities and, however high these probabilities might be, they make no claim for complete certainty. Any economic decisions that might be taken on the basis of interpretations or conclusions contained in this section 4.3 will therefore carry an element of risk. It should not be assumed that the reported exploration results will result, with further exploration, in the definition of a Mineral Resource.

This section 4.3 contains forward-looking statements that involve a number of risks and uncertainties. These forward-looking statements are expressed in good faith and believed to have a reasonable basis. These statements reflect current expectations, intentions or strategies regarding the future and assumptions based on currently available information. Should one or more of the risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary from the expectations, intentions and strategies described in this section 4.3. No obligation is assumed to update forward-looking statements if these beliefs, opinions and estimates should change or to reflect other future developments.

All geophysical data is ambiguous in the sense that many models can have the same response. A model whose calculated response simulates the data is said to be permitted by the data but no model is ever required by the data, therefore all models are interpretations.

Competent Persons Statement

The information in this section 4.3 that relates to the discussion of geology and exploration results is based on and fairly represents information compiled by Michael J Glasson, a Competent Person who is a member of the Australian Institute of Geoscientists. Mr Glasson is a part time employee of Tasman Resources Ltd. Mr Glasson hold shares in Tasman. Mr Glasson has sufficient experience which is relevant to the style of mineralisation and type of the deposit under consideration and to the activity being undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Glasson consents to being named in this Prospectus in the form and context in which his name appears and to the inclusion in this section 4.3 of the statements that have been attributed to him.

5. RISK FACTORS

There are a number of risk factors, both specific to the Company and of a general nature, which may affect the financial position, financial performance, cash flows, ability to pay dividends and growth prospects of the Company and the outcome of an investment in the Company. These risks are both specific to the Company and generally relate to an investment in the stock market. There can be no guarantee that the Company will achieve its stated objectives, or that forward looking statements will be realised.

5.1 Exploration Risk

Mineral exploration and mining are speculative operations that may be hampered by circumstances beyond the control of the Company. Profitability depends on successful exploration and/or acquisition of reserves. Exploration is a speculative endeavour and the Company may not be successful in locating or identifying any commercial mineral deposits.

5.2 Operating Risks

The operations of the Company may be affected by various factors including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in exploration and mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, inadequate water supplies, unanticipated technical or metallurgical problems which may affect extraction rates and costs, inability to obtain satisfactory joint venture partners, difficulties in obtaining requisite planning approvals, adverse weather conditions, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the cost of consumables, spare parts, plant and equipment. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or operation of its tenements or its tenement interests. Until the Company is able to realise value from its projects, it will incur ongoing operating losses.

5.3 Production Risks

Even assuming that viable deposits of minerals are located and able to be mined, the quality and rate of extraction of minerals will be variable (depending, for example, on the size of the deposits, timing and/or success of development work and mineral quality). Production may be impacted or shut down for considerable periods of time due to any of the following factors:

government regulation;
processing interruptions;
equipment failure;
equipment or manpower shortages;
force majeure;
well blowouts;
explosions;
fires;
pollution;
releases of toxic gas; or
other environmental hazards and risks.

5.4 Commodity Price Volatility & Exchange Rate Risks

If the Company achieves success which results in mineral production (of which there is no guarantee), the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company, including supply and demand fluctuations for precious and base metals, technological advancement, forward selling activities and other micro and macro economic factors. International prices of various commodities are largely denominated in United States dollars, whereas the

income and expenditure of the Company, whilst operating on Australian projects, will be in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar.

5.5 Title Risks and Native Title

Interests in exploration and mining tenements in Australia are governed by State legislation and are evidenced by the granting of leases or licences. Each lease or licence is for a specific term and carries with it annual expenditure and reporting conditions as well as other conditions requiring compliance. These conditions include the requirement, particularly for exploration licences, for compulsory reduction in the area held under licence from time to time. Consequently the Company could lose title to or its interest in the tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments. In relation to tenements in which the Company has an interest, there are areas over which legitimate common law native title rights of Aboriginal Australians exist (and in relation to tenements in which the Company in the future may acquire an interest, it is possible this could also be the case). The ability of the Company to obtain the consent of any relevant land owner, or to progress from the exploration phase to the development and mining phases of the operation (if a commercial mineral deposit is identified), may be adversely affected. In addition, Aboriginal heritage sites are known to exist on various parts of the tenement areas, and exploration and mining activity is not permitted over such areas. The Directors closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

5.6 Environmental Risks

The operations and proposed activities of the Company are subject to State and Federal laws and regulation concerning the environment. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if the Company locates and identifies a commercial mineral deposit (of which there is no guarantee) and advanced exploration or mine development proceeds. The Company attempts to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

Although the Company is not aware of any endangered species of fauna or flora within the tenement area, no definitive study has been carried out over the area, and if any were discovered this could prevent mining occurring.

5.7 Joint Venture Parties, Agents and Contractors

The Company has entered into a Farm-In and Joint Venture Agreement over its wholly owned exploration licence 6416.

Exploration progress of the Company’s tenements may be hampered if that existing joint venture is terminated or comes to an end for any reason. The Company may also, in the future, seek a suitable joint venture partner for its other projects and its inability to do so may also hamper its exploration progress.

The Company engages contractors and other service providers to assist it with its exploration activities (e.g. drilling contractors). The Company is unable to predict the risk of insolvency or default by any of those contractors.

5.8 Investments

As noted elsewhere, the Company holds a 36.24% shareholding in Eden (through Noble) and a 13.18 % shareholding in Conico, both ASX listed entities. Any change in the market value of, or the trading price of the shares in, those companies may therefore have an impact on the value of the Shares and Options in the Company. Conico is a mining exploration company and faces risks similar to those which are faced by the Company as specified in sections 5.1 to 5.7 inclusive above. Eden is the developer of a pyrolysis process to produce carbon nanotubes and carbon nanofibers, a carbon-strengthened concrete additive (EdenCrete[®] ), and a dual fuel system capable of operating on diesel engines and displacing a large amount of diesel fuel with

natural gas (Optiblend®). There is no guarantee that Eden’s commercialisation of EdenCrete[®] Optiblend® or its pyrolysis technology, or the proposed commercialisation of any other new technologies it may develop, will be successful. The commercialisation of new technologies is always subject to substantial risk, including competition from new inventions, unforeseen technical issues, securing sufficient working capital to fund the operations prior to the company becoming profitable, and establishment of a viable market for new products.

5.9 Share Market Conditions

The price of the New Shares and New Options when quoted on ASX will be influenced by international and domestic factors affecting market conditions in equity, financial and commodity markets. These factors may affect the share price for all listed companies, and the price of the Company’s Shares and Options may fall or rise, and the price of the New Shares may trade below or above the issue price of the New Shares and the price of the New Shares and New Options may trade below or above their prevailing market price as at the date of this Prospectus. The price of the Shares and Options may be subject to varied and unpredictable influences on the market for equities and in particular, resources stocks. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

5.10 Working Capital

Until the Company is able to realise value from its projects, it will incur ongoing operating losses. Assuming this Rights Issue is fully subscribed, the Company is only raising sufficient funds pursuant to this Rights Issue for up to approximately twelve months working capital requirements and, subject only to the terms of any new joint venture or other commercial arrangement which may be entered into, the Company is likely to have to raise further capital or borrow funds at the expiration of that period. If this Rights Issue is not fully subscribed, the Company is likely to have to raise further capital before the expiration of this twelve month period. There is no guarantee that such additional funds will be available to the Company. Further, any additional equity financing which is available may be dilutive to Shareholders.

The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities.

5.11 No formal valuation of Shares, Options or tenements

No formal valuations of any of the Shares or Options, or any of the assets in which the Company has an interest, have been carried out.

5.12 General investment risks

In addition, there is a risk that the price of the Shares and Options and returns to Shareholders may be affected by changes in many general factors including local and world economic conditions and outlook, general movements in local and international stock markets, investor sentiment, interest rates, the rate of inflation, exchange rates, levels of tax, taxation law and accounting practice, government legislation or intervention, inflation or inflationary expectations, natural disasters, social disorder or war in Australia or overseas, international hostilities and acts of terrorism, as well as many other factors which are beyond the control of the Company.

5.13 Other risks

The above list of risk factors is not exhaustive of the risks faced by the Company and its Shareholders and investors. The above risks, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the New Shares and accompanying New Options offered under this Prospectus. Therefore, no assurances or guarantees of future profitability, distributions, payment of dividends, return of capital or performance of the Company or its Securities can be, or is, provided by the Company.

Before deciding to invest in the Company, potential investors should read this Prospectus in its entirety and, in particular, should consider the risk factors that could affect the financial performance of the Company. Qualifying Shareholders should carefully consider these factors in light of their personal circumstances and should consult their professional advisers (for example, their accountant, stockbroker, lawyer or other professional adviser) before deciding whether to invest.

Neither the Company nor its officers, employees, agents and advisers guarantee that any specific objectives of the Company will be achieved or that any particular performance of the Shares and Options, including the New Shares and New Options offered under this Prospectus, will be achieved.

6. EFFECT OF THE ISSUE

6.1 Introduction

Assuming this Rights Issue is fully subscribed, the gross proceeds that will be raised by the Company under this Rights Issue (before expenses of the Rights Issue) will amount to approximately $1,478,019 (on the assumption that none of the Existing TASOC Options are converted to Shares prior to the Record Date).

6.2 Pro-forma capital structure on completion of the Rights Issue

The pro-forma capital structure of the Company is set out below and reflects the issued and paid up capital structure of the Company assuming this Rights Issue is fully subscribed (and assuming that none of the Existing TASOC Options are converted to Shares prior to the Record Date or before completion of this Rights Issue).

Capital Structure

	Shares	Percentage	Options	Percentage
Existing Shares and TASOC Options	527,864,046	90.91%	56,128,478	68.02%
Maximum number of New Shares and New Options(estimated)	52,786,405	9.09%	26,393,203	31.98%
Total Shares and Options (TASOC Options and New Options) upon completion of the Rights Issue (estimated)	580,650,451	100.00%	82,521,681	100.00%

On the assumptions set out above, a total of up to approximately 52,786,405 New Shares and up to approximately 26,393,203 accompanying New Options will be issued by the Company at the successful completion of this Rights Issue. The maximum number of New Shares and New Options which may be issued under this Rights Issue cannot be calculated precisely until Rights have been determined following the Record Date because of the possibility that the Existing TASOC Options (or some of them) may be exercised by the Record Date and due to the rounding up of fractional Entitlements.

6.3 Effect on Existing Shareholders and Optionholders

Qualifying Shareholders who take up their Rights in full will not have their proportionate interest in the Company diluted by this Rights Issue. The proportionate interest of a Qualifying Shareholder who takes up their Entitlement in full and applies for (and is issued) additional New Shares (and accompanying New Options) forming part of the Shortfall will increase.

Qualifying Shareholders who do not exercise their Rights in full will have their interest in the Company diluted.

Non-Qualifying Foreign Shareholders will have their interest in the Company diluted.

Existing Optionholders who do not exercise all or any of their Existing TASOC Options before the Record Date will not be entitled to participate in this Rights Issue with respect to those Options (and, if those Options are subsequently exercised, the interest which the Shares issued consequent upon the exercise of the Options will confer in the Company will have been diluted by this Rights Issue).

6.4 Impact on Control

Assuming the Rights Issue is fully subscribed, the New Shares will represent 9.09% of the expanded issued share capital of the Company upon completion of the Rights Issue.

Each of the Company’s two largest Shareholders, Arkenstone Pty Ltd and March Bells Pty Ltd, and the Director and other entities associated with each of them, have indicated to the Company that they currently intend to participate in the Offers as follows:

Arkenstone Pty Ltd, Gregory Solomon (a Director of the Company) and its and his other associated entities (“ GS Entities ”) will take up at least $100,000 of their collective Entitlements; and
March Bells Pty Ltd, Douglas Solomon (a Director of the Company) and its and his other associated entities (“ DS Entities ”) will take up all of their collective Entitlements, and, in addition, March Bells Pty Ltd has agreed to sub-underwrite 60% of the Underwritten Securities.

It is possible that:

if the GS Entities take up their Entitlement in full, the shareholding of the GS Entities in the Company will increase to above 20% at the conclusion of the Offers; and
if the DS Entities take up their Entitlement in full and March Bells Pty Ltd is required to subscribe for additional New Shares (and accompanying Options) under it Sub-Underwriting Agreement, the shareholding of the DS Entities in the Company will increase to above 20% at the conclusion of the Offers.

If that occurs, the DS Entities and GS Entities will rely on the exception in item 9 of s.611 of the Corporations Act (which permits an acquisition by a person which will cause their shareholding interest to exceed 20% if throughout the 6 months before the acquisition that person has had voting power in the company of at least 19% and as a result of the acquisition that person would not have voting power in the company more than 3% higher than they had 6 months before the acquisition).

The GS Entities and DS Entities do not intend to apply for any of the Shortfall.

The following table summarises the potential increase in the shareholding of the GS Entities and the DS Entities as a result of the Offers:

Shareholder	Existing Shares held	Current % of Existing Shares	Number of Shares at Completion of the Offers assuming they each take up their Entitlements in full and March Bells is issued with the maximum possible number of New Shares under its Sub UnderwritingAgreement	Assuming they each take up their Entitlements in full, and March Bells is issued with the maximum possible number of New Shares under its Sub Underwriting Agreement
GS Entities	103,638,162	19.633%	114,001,978	20.378%
DS Entities	101,942,867	19.312%	118,642,434	21.207%

On the assumption that none of the Existing TASOC Options (including those held by the GS Entities and DS Entities) are converted to Shares prior to the Record Date.

In addition to the Shares set out in the above table, the GS Entities and DS Entities currently hold 13,275,966 and 13,044,823 Existing TASOC Options respectively (and, if they were to take up their Entitlements in full, will be issued with 5,181,909 and 5,097,144 New Options respectively under the Entitlement Offer). In addition, if there is a Shortfall, the DS Entities will be issued with additional New Options under March Bells Pty Ltd’s Sub-Underwriting Agreement (up to a maximum of 3,252,640 New Options). The maximum number of Options that will be held by the GS Entities and DS Entities on completion of the Offers is 18,457,875 Options and 21,394,607 Options respectively (out of a maximum of 82,521,681 Options).

If the GS Entities and DS Entities exercised all of these Options (on the assumption that none of the other Options were exercised), the GS Entities and DS Entities’ shareholding in the Company would further increase. The exercise by the GS Entities and DS Entities of their Options, where this will cause their respective

shareholding in the Company (at the time of exercise) to increase to above 20%, or to any amount in excess of 20%, will be conditional upon this not contravening s.606 of the Corporations Act by virtue of an exemption contained in s.611 of the Corporations Act.

It is not anticipated that the Offer will have any effect on the future of the Company, as the GS Entities and DS Entities have indicated to the Company that they do not have any present intention to try to change the Company’s main activities, business or direction.

6.5 Impact on Control of Underwriting

The Underwriter is not presently a shareholder of the Company.

Given March Bells Pty Ltd has agreed (in addition to taking up all of its Entitlements) to sub-underwrite 60% of the Underwritten Securities, even assuming the Underwriter did not enter into any other SubUnderwriting Agreements and assuming further that only the GS Entities, the DS Entities and GLP Entities take their Rights and that they do so in full), the maximum number of Shares which would be issued to the Underwriter is 4,336,854 Shares and 2,168,427 Options. These Shares would only represent 0.77% of the issued share capital of the Company.

Accordingly, the underwriting by the Underwriter will not have any impact on the control of the Company.

6.6 Impact on Control of Sub Underwriting Agreement

The Underwriter has entered into the Sub-Underwriting Agreement with March Bells Pty Ltd, an entity associated with Douglas Solomon.

For the impact which March Bells Pty Ltd’s sub-underwriting may have on the shareholdings of the DS Entities, please see sections 6.4 and 7.6.1. March Bells is not being paid any fees under its Sub Underwriting Agreement.

6.7 Purpose of this Rights Issue and use of funds raised under this Rights Issue

The gross proceeds to be raised by the Company under this Rights Issue (i.e. before expenses) will be up to approximately $1,478,019 (on the assumption that none of the Existing TASOC Options are converted to Shares prior to the Record Date and this Rights Issue is fully subscribed).

The Entitlement Offer is partially underwritten (see sections 2.12, 2.13.2, 6.5, 6.6 and 6.9 for further details). However, the Offers in this Prospectus are not conditional upon it being underwritten and if for any reason the Underwriting Agreement is terminated (see section 6.9.1 of this Prospectus which summarises the events which will entitle the Underwriter to terminate the Underwriting Agreement), unless the Directors otherwise determine, the Offers will proceed.

The funds raised under this Rights Issue are to augment the existing funds held to enable the Company (assuming this Rights Issue is fully subscribed):

(a) to fund the costs of the Offers;
(b) to continue exploration on the mineral exploration licences that Tasman holds in South Australia;
(c) to provide ongoing working capital to cover operating expenses for up to twelve months;
(d) to repay the March Bells Loan (or part thereof); and
(e) subject to having sufficient funds available, to continue to support its investments in either or both of Eden and Conico, as the Directors in their discretion may decide is reasonably required.

Set out below is a table summarising how, subject to the qualifications above, the Directors intend to apply the proceeds of the Offers against the above use categories, in each of the following scenarios:

(a) the Offers raise approximately $1,478,019 (the maximum amount);
(b) the Offers raise approximately $934,229 (being the mid-point between the figures set out in paragraphs (a) and (c)); and
(c) the Offers raise approximately $390,438 (on the assumption that the Underwriting Agreement is terminated and only the GS Entities, DS Entities and GLP Entities take their Rights to the extent specified in section 7.6.1).

	$1,478,019	$934,229 (paragraph (b) above	$390,438 (paragraph (c) above)
Funds raised under the Offers Intended Allocation of Funds: Costs of the Offers Pernatty exploration expenditure General working capital Repayment of March Bells Loan***	62,500 400,000 815,519 200,000	60,000 400,000 334,229 140,000****	40,000 - 350,438 -

If a farm-in agreement or other arrangement is entered into whereby exploration is funded by a third party, then the Company may apply some of the funds (or the balance of these funds) to supplement the amounts allocated to the other areas (other than the costs of the Offers) detailed in the table above and/or supporting Tasman’s investment in Eden and/or Conico.

**The working capital funds will be used to firstly meet all the normal ongoing operating costs and expenses of the Company and, if in the Directors’ opinion, sufficient further funds are available, to supplement the amounts allocated to the other areas (other than the costs of the Offers) detailed in the table above and/or supporting Tasman’s investment in Eden and/or Conico.

***The March Bells’ Loan will be repaid by the Company as follows:

(a) the amount which March Bells Pty Ltd is required to pay under its Sub-Underwriting Agreement will not be received by the Company in cash but by way of satisfaction and release of the March Bells’ Loan (or a portion thereof); and

(b) to the extent not fully repaid under paragraph (a), the March Bells’ Loan will be repaid in cash if the aggregate amount which is subscribed under the Offers exceeds $1,200,000.

If the March Bells’ Loan is not fully repaid in accordance with the above paragraphs, the Company intends to seek shareholder approval at the next General Meeting to issue Shares and free attaching Options in satisfaction of the unpaid portion of the March Bells’ Loan, at the same price as the Rights Issue.

**** This amount (or a portion thereof) will be re-allocated to general working capital to the extent it exceeds the aggregate of the amounts calculated under paragraphs (a) and/or (b) above.

Given the speculative nature of the Company’s business, the intended allocation of funds as set out above may change depending upon market conditions.

Based on the information available to it, and its current plans and budgets (and subject to any changes thereto), and provided this Rights Issue is fully subscribed, the Directors believe that the Company will be able to pay its debts as and when they fall due, and fund ongoing working capital requirements for up to twelve months after completion of this Rights Issue.

If the Underwriting Agreement is terminated and the only Qualifying Shareholders who take up their Entitlements are the DS Entities, GS Entities and GLP Entities to the extent specified in section 7.6.1, the

Company’s expenditure will necessarily be more limited in extent and the Company may need access to further funding earlier than noted above.

6.8 Effect on the Company's financial position

Upon the successful completion of this Rights Issue and assuming this Rights Issue is fully subscribed (and none of the Existing TASOC Options are converted into Shares before the Record Date or the closing of this Rights Issue), the Company's cash reserves will increase by approximately $1,478,019, minus Offer expenses.

Set out below for illustrative purposes is a historical consolidated balance sheet as at 31 December 2019 and an unaudited pro-forma consolidated balance sheet as at 31 December 2019 after the Rights Issue. The updated pro-forma consolidated balance sheet has been prepared on the basis of the accounting policies normally adopted by the Company and having regard to the basis and assumptions set out below.

Eden and its subsidiaries are included in the historical consolidated balance sheet as at 31 December 2019 and the unaudited pro-forma consolidated balance sheet as at 31 December 2019, as the Company holds a controlling interest in Eden.

ASSETS CURRENT ASSETS Cash and cash equivalents Inventories Other assets Trade and other receivables TOTAL CURRENT ASSETS NON-CURRENT ASSETS Exploration and evaluation expenditure Intangibles Investment Property, plant and equipment TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Provisions Interest bearing liabilities TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Other liabilities Interest bearing liabilities TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses Parent interest Non-controlling interest TOTAL EQUITY	Pro-forma 31-Dec-19 31-Dec-19 $ $ 1,100,944 2,578,963 689,155 689,155 224,887 224,887 435,774 435,774
	2,450,760 3,928,779
	14,571,065 14,571,065 7,562,242 7,562,242 111,284 111,284 12,194,162 12,194,162
	34,438,753 34,438,753
	36,889,513 38,367,532
	821,949 884,449 154,141 154,141 315,355 315,355
	1,291,445 1,353,945
	22,553 22,553 521,064 521,064
	543,617 543,617
	1,835,062 1,897,562
	35,054,451 36,469,970
	35,115,944 36,531,463 16,106,306 16,106,306 (28,952,607) (28,952,607)
	22,269,643 23,685,162 12,784,808 12,784,808 35,054,451 36,469,970

The unaudited pro-forma consolidated balance sheet set out above has been prepared on the basis and assumption that there has been and will be no material movements in the assets and liabilities of the consolidated entity between 1 January 2020 and the Closing Date other than:

the advance to the Company of the March Bell’s Loan of $200,000 and it being fully repaid.
the Rights Issue is fully subscribed raising $1,478,019; and
the accrual of estimated expenses of the Offers of $62,500 is included in "Trade and Other Payables".
The unaudited pro-forma consolidated balance sheet as at 31 December 2019 above is intended to be illustrative only. It does not take into account activities occurring between 1 January 2020 and the date of this Prospectus (or the Closing Date) other than those noted above and as such it does not accurately reflect what the actual balance sheet will be as at the date of this Prospectus or at the completion of this Rights Issue (by way of example, the cash and cash equivalent assets will not be as set out in the unaudited pro-forma consolidated balance sheet because, amongst other things, no allowance has been made in the unaudited pro-forma consolidated balance sheet for expenditure incurred in the normal course of business of the consolidated group after 1 January 2020).

6.9 Material contracts

6.9.1 Partial Underwriting Agreement

The Company has entered into an underwriting agreement dated 3 July 2020 with RM Corporate Finance Pty Ltd (“the Underwriting Agreement”). Pursuant to the Underwriting Agreement, RM Corporate Finance Pty Ltd (the "Underwriter") will underwrite 33.829% of the Shortfall (if any) remaining after completion of the QS Shortfall Offer. The Underwriter will be required to subscribe for the Underwritten Securities at an issue price of $0.028 per Share, giving a maximum underwritten amount (if no Valid Applications were received) of $500,000.

In consideration of its obligations under the RMC Underwriting Agreement, the Underwriter will be paid an aggregate fee which is equal to a management fee of 1% of the maximum underwritten amount and a lodgement fee of 5% of the underwritten amount (less the maximum amount being sub-underwritten by March Bells Pty Ltd) (being, in the aggregate, $15,000 exclusive of GST).

The Underwriter has entered into a Sub-Underwriting Agreement with March Bells Pty Ltd (refer section 6.9.2 below) and may enter into other Sub-Underwriting Agreements with a number of persons to sub-underwrite a further portion of the Underwritten Securities. The Underwriter will pay any commissions it has agreed to pay to its sub-underwriters out of the fees payable to it under the Underwriting Agreement.

If the Company has complied with its obligations under the Underwriting Agreement and has not breached any of the representations, warranties and undertakings made by it therein and the Underwriting Agreement has not been terminated, the Underwriter must lodge or cause to be lodged with the Company applications for all of Underwritten Securities.

The Underwriter may terminate its obligations under the Underwriting Agreement if (in the reasonable opinion of the Underwriter reached in good faith), any of the following events ("Events of Termination") has or is likely to have, or together have, or could reasonably be expected to have, a material adverse effect on the Entitlement Offer, the subsequent market for the New Shares and New Options or on the condition, trading or financial position and performance, profits and losses, results, prospects, business or operations of the Company taken as a whole or could give rise to a liability of the Underwriter under the Corporations Act:

(1) Prospectus : any of the following occurs in relation to this Prospectus:
(a) the Underwriter reasonably forms the view that there is a material omission, it contains a material statement which is misleading or deceptive, or a material statement has become misleading or deceptive;
(b) the Underwriter reasonably forms the view that any projection or forecast in this Prospectus becomes, to a material extent, incapable of being met or unlikely to be met in the projected time;
(c) ASIC gives notice of intention to hold a hearing under section 739(2) of the Corporations Act or makes an interim order under section 739(3) of the Corporations Act; or
(d) any person other than the Underwriter who consented to being named in this Prospectus withdraws that consent;
(2) Supplementary prospectus : the Underwriter reasonably forms the view that a supplementary or replacement document (as appropriate) must be lodged with ASIC under section 719 or section 724 of the Corporations Act and the Company does not lodge a supplementary or replacement document (as the case may be) in the form and content and within the time reasonably required by the Underwriter;
(3) ASX listing : ASX does not give approval for the New Shares the subject of the Offers to be listed for

official quotation, or if approval is granted, the approval is subsequently withdrawn, qualified or withheld;

(4) Index change: the ASX All Ordinaries Index or the Dow Jones Industrial Average Index as determined at close of trading falls at least 10% below their respective levels at the close of trading on the date of the Underwriting Agreement for a total of three consecutive trading days during the underwriting period;
(5) indictable offence: a director of the Company or any related corporation is charged with an indictable offence;
(6) return of capital or financial assistance : the Company or a related corporation takes any steps to undertake a proposal contemplated under section 257A or passes or takes any steps to pass a resolution under section 260B of the Corporations Act, without the prior written consent of the Underwriter;
(7) banking facilities: the Company’s bankers terminate or issue any demand or penalty notice or amend the terms of any existing facility or claim repayment or accelerated repayment of any facility or require additional security for any existing facility;
(8) change in laws: any of the following changes of law occurs:
(a) the introduction of legislation into the Parliament of the Commonwealth of Australia or of any State or Territory of Australia; or
(b) the public announcement of prospective legislation or policy by the Federal Government, or the Government of any State or Territory; or
(c) the adoption by the ASIC, its delegates, ASX, the Reserve Bank of Australia or any other regulatory authority of any regulations or policy,

which does or is likely to prohibit, restrict or regulate the principal business of the Company, the Offer or the operation of stock markets generally;

(9) failure to comply: the Company or any related corporation fails to comply with any of the following:
(a) a provision of its constitution;
(b) any statute;
(c) a requirement, order or request, made by or on behalf of the ASIC or any governmental agency; or
(d) any material agreement entered into by it,

which is likely to prohibit or materially restrict the business of the Company or the Offer;

(10) alteration of capital structure or constitution: the Company alters its capital structure or its constitution without the prior written consent of the Underwriter;
(11) extended force majeure: a force majeure, which prevents or delays an obligation under the Underwriting Agreement, lasting in excess of 2 weeks occurs;
(12) default: the Company is in default of any of the terms and conditions of the Underwriting Agreement or breaches any warranty or covenant given or made by it under the Underwriting Agreement;
(13) adverse change: any adverse change occurs which materially impacts or is likely to materially impact the assets, operational or financial position of the Company or a related corporation (including but not limited to an administrator, receiver, receiver and manager, trustee or similar official being appointed over any of the assets or undertaking of the Company or a related corporation);
(14) investigation: any person is appointed under any legislation in respect of companies to investigate the

affairs of the Company or a related corporation;

(15) due diligence: there is a material omission from the results of the due diligence investigation performed in respect of the Offers or the results of the investigation or the verification material are false or misleading in a material respect;
(16) prescribed occurrence : a prescribed occurrence occurs;
(17) suspension of debt payments: the Company suspends payment of its debts generally;
(18) event of insolvency: an event of insolvency occurs in respect of the Company or a related corporation;
(19) judgment against a related corporation: a judgment in an amount exceeding $100,000 is obtained against the Company or a related corporation and is not set aside or satisfied within 7 days;
(20) market conditions: any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or the international financial markets or any material adverse change occurs in national or international political, financial, economic conditions, in each case the effect of which is that, in the reasonable opinion of the Underwriter, reached in good faith, it is impracticable to market the Offer or to enforce contracts to issue and allot or sub-underwrite the Securities pursuant to this Prospectus or that the success of the Offer is likely to be adversely affected.

The Underwriting Agreement contains all representations, warranties, undertakings and indemnities on the part of the Company as are usually contained in agreements of this type.

6.9.2 March Bells Sub-Underwriting Agreement

The Underwriter has entered into a Sub-Underwriting Agreement with March Bells Pty Ltd, as referred to above at sections 6.4 and 6.6.

The following is a summary of the material terms of the Sub-Underwriting Agreement which the Underwriter has entered into with March Bells Pty Ltd:

(a) March Bells Pty Ltd has agreed (in addition to taking up all of its Entitlements) to subunderwrite 60% of the Underwritten Securities (the maximum number of New Shares, and accompanying New Options (over and above the New Shares and accompanying New Options which will be issued to March Bells in connection with its Entitlements) which will be issued to March Bells Pty Ltd under its Sub-Underwriting Agreement (assuming the GS Entities, DS Entities and GLP Entities take up their Entitlements in full) will be 6,505,280 New Shares and 3,252,640 New Options;
(b) March Bells Pty Ltd has declined the Underwriter’s offer to pay it a sub-underwriting fee (which has reduced the fees payable by the Company to the Underwriter under the Underwriting Agreement);
(c) March Bells Pty Ltd does not have any right to terminate its Sub-Underwriting Agreement (provided however, in the event the Rights Issue is withdrawn, or the Underwriting Agreement is terminated, its Sub-Underwriting Agreement will also terminate).
As stated in section 6.7, the amount which March Bells Pty Ltd is required to pay under its Sub-Underwriting Agreement will not be received by the Company in cash but by way of satisfaction and release of the March Bells’ Loan (or a portion thereof).

7. ADDITIONAL INFORMATION

7.1 Nature of this Prospectus

This Prospectus is issued under the special prospectus content rules for continuously quoted securities in section 713 of the Corporations Act. That section enables listed disclosing entities to issue a prospectus with less rigorous disclosure requirements if:

the securities offered by the prospectus are in a class of securities that have been quoted enhanced disclosure securities at all times in the 3 months before the date of the prospectus or are options to acquire such securities; and
the company is not subject to certain exemptions or declarations prescribed by the Corporations Act during the period during which the securities have been quoted or the 12 months before the date of the prospectus (whichever is the shorter period).

Securities are quoted enhanced disclosure securities if:

the company is included in the official list of ASX; and
the Listing Rules apply to those securities.

The information in this Prospectus principally concerns the terms and conditions of this Rights Issue and the information necessary to make an informed assessment of:

the effect of this Rights Issue on the Company; and
the rights and liabilities attaching to the New Shares and New Options offered under this Prospectus.

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

7.2 Regular reporting and disclosure obligations

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules.

These obligations require the Company to notify ASX of information about specified events and matters as they arise for the purposes of ASX making that information available to the stock market conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions) to notify ASX immediately of any information of which it becomes aware concerning the Company which a reasonable person would expect to have a material effect on the price or value of securities in the Company. The Company is required to lodge with ASX quarterly reports which include details about its production, development and exploration activities.

As the Company has been listed on ASX since December 2001, a large amount of information concerning the Company has previously been notified to ASX and is therefore publicly available. All announcements made by the Company are available from ASX.

The Company is also required to prepare and lodge with ASX both yearly and half yearly financial statements accompanied by a Directors’ statement and report and an auditor’s report. Copies of documents lodged with ASX in relation to the Company may be obtained from the ASX website.

A summary of the Company’s current and recent activities, transactions and projects and the financial performance and position of the Company is set out in the quarterly activities statement lodged with ASX on 30 April 2020 and subsequent ASX releases.

7.3 Right to obtain copies of Company documents

Under section 713(4) of the Corporations Act, any person has the right to obtain from the Company, free of charge, a copy of any of the following documents during the Offer Period:

the Company's annual financial report for the financial year ended 30 June 2019 as lodged with ASIC;
the Company’s half-year financial report for the year ended 31 December 2020 as lodged with ASIC;
any continuous disclosure notices given by the Company after lodgement of the annual financial report for the year ended 30 June 2019 (i.e. on 25 September 2019) and before lodgement of this Prospectus with ASIC (i.e. on 6 July 2020). Headlines for such notices are as follows:

Date	Headline
03/07/2020	Pernatty Drilling
01/07/2020	First Post-COVID-19 EdenCrete Orders - New York and Ohio
24/06/2020	Notice to Optionholders
24/06/2020	Pro Rata Non-Renounceable Rights Issue
19/06/2020	Global Market Update
02/06/2020	First OptiBlend Order From Nigeria
18/05/2020	EdenCrete and EdenCrete Pz Approved by Maine DOT
30/04/2020	Quarterly Activities Report
30/04/2020	Quarterly Cashflow Report
29/04/2020	EdenCrete – US Market Update
28/04/2020	Eden Restructures Secured Debt Financing
14/04/2020	Eden Innovations LLC – COVID-19 Update No. 2
02/04/2020	EdenCrete – Significant Repeat Order for Hardstand Area
25/03/2020	Eden Innovations LLC – COVID-19 Update
11/03/2020	Half Year Accounts
06/03/2020	EdenCrete – Port of Savannah Trial
18/02/2020	Broker Presentation
07/02/2020	EdenCrete – Port of Savannah Trial
07/02/2020	Pause in Trade
31/01/2020	Quarterly Activities Report
31/01/2020	Quarterly Cashflow Report
30/01/2020	Town of Breckenridge – EdenCrete to be in all new concrete
24/01/2020	Eden Secures US$1.85m Debt Financing for Working Capital
24/01/2020	US Patents Allowed for EdenCrete and EdenPlast

22/01/2020	EdenCrete – Global Sales and Marketing Update
20/01/2020	Pernatty EM Survey Update
14/01/2020	EdenCrete Approved by Alabama DOT
09/01/2020	EdenCrete Pz Approved by North Carolina DOT
19/12/2019	Appendix 2A
18/12/2019	EdenCrete PZ Approved by DOTs in Three US States
04/12/2019	EdenCrete Products Approved by Vermont Transportation
26/11/2019	GDOT – First EdenCrete Bridge Trial in Georgia
21/11/2019	Constitution
21/11/2019	AGM Results
21/11/2019	AGM Presentation
06/11/2019	EdenCrete Products Approved by Oklahoma DOT
06/11/2019	New Executive Appointments in Eden US
04/11/2019	EdenCrete Products Approved by Caltrans
25/10/2019	Quarterly Activities Report
25/10/2019	Quarterly Cashflow Report
22/10/2019	Notice of Annual General Meeting/Proxy Form
11/10/2019	EdenCrete Pz Approved for Use by Virginia DOT
09/10/2019	EdenCrete Approved by Louisiana DOTD
07/10/2019	EdenCrete – First Sale into New York Market
25/09/2019	Appendix 4G
25/09/2019	Corporate Governance Statement
25/09/2019	Annual Report to shareholders

These documents can also be viewed and downloaded from ASX's website www.asx.com.au under ASX Code: TAS.

7.4 Constitution and rights and liabilities attaching to Shares

Full details of the rights and liabilities 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. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders.

All Shares issued pursuant to this Prospectus will, from the time they are issued, rank equally with all of the Company’s Existing Shares.

Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares (at present there are none), at meetings of Shareholders of the Company:

(a) each Shareholder entitled to attend and vote may vote in person or by proxy, attorney or representative;
(b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote (save that where a Shareholder has appointed more than one person as proxy, attorney or representative, none of the proxies, attorneys or representatives, is entitled to vote, and where a Shareholder is present in more than one capacity, that Shareholder is entitled only to one vote); and
(c) on a poll, every person present who is a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid shares, shall have such number of votes as bears the same proportion of the amount paid up or agreed to be considered as paid up on the total issue price of that Share at the time the poll is taken bears to the total issue price of the Share.

Rights on winding up

If the Company is wound up, whether voluntary or otherwise, the liquidator may divide among all or any of the contributories as the liquidator thinks fit in specie or kind any part of the assets of the Company, and may vest any part of the assets of the Company in trustees on any trusts for the benefit of all or any of the contributes as the liquidator thinks fit. Any division may be otherwise than in accordance with the legal rights of the contributories and, in particular, any class may be given preferential or special rights or may be excluded altogether or in part, but if any division otherwise than in accordance with legal rights of the contributories is determined, any contributory who would be prejudiced by the division has a right to dissent and ancillary rights as if the determination were a special resolution passed under the Corporations Act relating to the sale or transfer of the Company’s assets in a voluntary winding up.

Transfer of shares

Subject to the constitution of the Company, the Corporations Act, the Listing Rules and any other laws, Shares are freely transferable.

Future increases in capital

The allotment and issue of any Shares is under the control of the Board. Subject to the requirements of the Listing Rules, the constitution of the Company and the Corporations Act, the Directors may allot or otherwise dispose of Shares on such terms and conditions as they see fit.

Variation of rights

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

Dividend rights

Subject to the rights of holders of shares issued with special, preferential or qualified rights (at present there are none), the profits of the Company that the Directors determine to distribute by way of dividend are divisible among the holders of Shares and is payable on each Share on the basis of the proportion which the amount paid is of the total amounts paid, agreed to be considered to be paid or payable on the Share. A dividend may be declared at a rate per annum in respect of a specified period but no amount paid on a Share in advance of calls is to be treated as paid on that Share.

7.5 Rights and liabilities attaching to New Options

The New Options will be issued on the following terms and conditions.

(1) The Options are exercisable at any time prior to 5.00pm WST on the date which is three years after their issue date ("the Time of Expiry"). Options not exercised on or before the Time of Expiry will automatically lapse.
(2) The Options may be exercised wholly or in part by completing a notice of exercise of options substantially in the form attached to the option certificate ("Notice of Exercise") to be delivered to the Company's registered office and received by it any time prior to the Time of Expiry.
(3) The Options entitle the holder to subscribe (in respect of each Option held) for one Share at an exercise price per Option of $0.05.
(4) Upon the exercise of the Options and receipt of all relevant documents and payment, Shares will be issued ranking equally with the then issued Shares. If at the date of exercise of the Options the Shares of the Company are quoted on the ASX, the Company will apply to ASX to have the Shares so issued granted Quotation.
(5) A summary of the terms and conditions of the Options including the Notice of Exercise will be sent to all holders of Options when they are issued.
(6) Any Notice of Exercise received by the Company prior to the Time of Expiry will be deemed to be a Notice of Exercise as at the last Business Day of the month in which such notice is received.
(7) There are no participating entitlements inherent in the Options to participate in new issues of capital, which may be offered to Shareholders during the currency of the Options. Prior to any new pro rata issue of securities to Shareholders, holders of Options will be notified by the Company and will be afforded 10 business days before the Record Date (as defined in the Listing Rules) (to determine entitlements to the issue), to exercise Options.
(8) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Time of Expiry, the number of Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on holders of Options which are not being conferred on Shareholders and (subject to the provisions with respect to rounding of entitlements as sanctioned by the meeting of Shareholders approving the reconstruction of capital), in all respects, the terms for the exercise of Options shall remain unchanged. For these purposes the rights of the Option holder may be changed from time to time to comply with the Listing Rules applying to a reorganisation of capital at the time of reorganisation.
(9) The Options may be transferred at any time prior to the Time of Expiry.
(10) Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the Notice of Exercise.

The Company currently has no unlisted Options on issue.

7.6 Interests of Directors

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

(a) the promotion or formation of the Company;

(b) property acquired or proposed to be acquired by the Company in connection with its promotion or formation or the offer of New Shares and New Options under this Prospectus; or
(c) the offer of New Shares and New Options 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 Director other than as set out below:

(a) to induce them to become, or to qualify them, as a Director; or
(b) for services rendered by them in connection with the formation or promotion of the Company or the offer of New Shares and New Options under this Prospectus.

7.6.1 Shareholdings of Directors

As at the date of this Prospectus all of the directors (either personally, or through associated companies or trusts) hold Shares in the Company. The Directors are all Qualifying Shareholders and will therefore receive Rights to subscribe for New Shares (and accompanying New Options) pursuant to this Rights Issue.

Nothing in this Prospectus will be taken to preclude any of the Directors, officers or employees of the Company or any of their subsidiary companies from applying for New Shares and accompanying New Options on the terms which are offered pursuant to this Prospectus.

As at the date of this Prospectus, the Directors (and their associated entities) have indicated that they currently intend to take up their Entitlements under the Entitlement Offer as follows:

(a) Greg Solomon has indicated that the GS Entities currently intend to take up at least $100,000 of their Entitlements;
(b) Doug Solomon has indicated that the DS Entities currently intend to take up all of their Entitlements; and
(c) Guy Le Page has indicated that he (and his associated entities) currently intend to take up their Entitlements.

The relevant interest of each of the Directors in the Shares of the Company as at the date of this Prospectus, and assuming they take up their Entitlements in full (and having regard to the SubUnderwriting Agreement entered into by March Bells Pty Ltd), is as follows (assuming none of the Directors exercise any Existing TASOC Options held by them into Shares prior to the Record Date):

Gregory Solomon and Arkenstone Pty Ltd (and associated companies) (“GS Entities”) Douglas Solomon and March Bells Pty Ltd (and associated companies) (“DS Entities”) Guy Le Page and associated entities (“GLP Entities”)	Gregory Solomon and Arkenstone Pty Ltd (and associated companies) (“GS Entities”) Douglas Solomon and March Bells Pty Ltd (and associated companies) (“DS Entities”) Guy Le Page and associated entities (“GLP Entities”)	Gregory Solomon and Arkenstone Pty Ltd (and associated companies) (“GS Entities”) Douglas Solomon and March Bells Pty Ltd (and associated companies) (“DS Entities”) Guy Le Page and associated entities (“GLP Entities”)	Gregory Solomon and Arkenstone Pty Ltd (and associated companies) (“GS Entities”) Douglas Solomon and March Bells Pty Ltd (and associated companies) (“DS Entities”) Guy Le Page and associated entities (“GLP Entities”)
Shares held New Shares offered under the Entitlement Offer (estimated)	103,638,162 10,363,816	101,942,867 10,194,287	1,784,821 178,483
Entitlement taken up	10,363,817 (100%)	10,194,287 (100%)	178,483 (100%)
Maximum New Shares to be issued under Sub- Underwriting Agreement*	Nil	6,505,280	Nil

Maximum Shares held on completion of the Offers (estimated)	114,001,979	118,642,434	1,963,304
Existing TASOC Options held	13,275,966	13,044,823	Nil
New Options offered under the Entitlement Offer (estimated)	5,181,909	5,097,144	89,242
Entitlement taken up	5,181,909	5,097,144	89,242 Nil 89,242
Maximum New Options to be issued under Sub- Underwriting Agreement*	Nil	3,252,640
Maximum Options held on completion of the Offers (estimated)*	18,457,875	21,394,607

On the assumption that only the GS Entities, DS Entities and GLP Entities take up their Entitlements under the Entitlement Offer.

The percentage increase in the relevant interests in the Company of all of the Directors, assuming that they take up their Entitlements in full, is as follows:

	GS Entities	% of total (current and maximum)	DS Entities	% of total (current and maximum)	GLP Entities	% of total (current and maximum)
Existing Shares held	103,638,162	19.633%	101,942,867	19.312%	1,784,821	0.338%
Maximum Shares held on completion of the Offers (estimated)*	114,001,979	20.378%**	118,642,434*	21.207%**	1,963,304	0.351%
Existing TASOC Options held	13,275,966	23.653%	13,044,823	23.241%	-	-
Maximum Options held on completion of the Offers (estimated)*	18,457,875	25.665%	21,394,607	29.749%	89,242	0.124%

*On the assumption that only the GS Entities, GLP Entities and the DS Entities take up their Entitlements under the Entitlement Offer (and that they do so in full) and the DS Entities acquire an additional (maximum) 6,505,280 New Shares and 3,252,640 accompanying New Options under March Bells Pty Ltd’s SubUnderwriting Agreement. If for any reason the Underwriting Agreement is terminated, the DS Entities will not acquire any Shares under March Bells Pty Ltd’s Sub-Underwriting Agreement.

It is possible that the DS Entities and GS Entities shareholding in the Company will increase to above 20% at the conclusion of the Offers, in which case both the GS Entities and the DS entities will rely on the exception

in item 9 of s.611 of the Corporations Act 2001 (which permits an acquisition by a person which will cause their shareholding interest to exceed 20% if throughout the 6 months before the acquisition that person has had voting power in the company of at least 19% and as a result of the acquisition that person would not have voting power in the company more than 3% higher than they had 6 months before the acquisition).

The exercise by the GS Entities and DS Entities of their Options, where this will cause either of their shareholdings in the Company (at the time of exercise) to increase to above 20% or to any amount in excess of 20%, will be conditional upon this not contravening s.606 of the Corporations Act by virtue of an exemption contained in s.611 of the Corporations Act.

If for any reason the Underwriting Agreement is terminated, the DS Entities will not acquire any Shares under March Bells Pty Ltd’s Sub-Underwriting Agreement. In this scenario, and on the assumption that only the GS Entities, DS Entities and GLP Entities took up their Entitlements under the Entitlement Offer and they do so in full, the DS Entities shareholding interest would increase from 19.001% (at present) to 20.44% and the GS Entities shareholding interest would increase from 19.317% to 20.78%.

As stated in section 6.4 above, it is not anticipated that the Offer will have any effect on the future of the Company, as none of the current Directors of the Company (nor, to the knowledge of the Directors, their associated companies) have any present intention to change the Company’s main activities, business or direction.

7.6.2 Directors' remuneration

Non-executive directors’ fees not exceeding an aggregate of $96,000 per annum have been approved by the Company in general meeting. Levels of these fees may be varied by the Company in general meeting according to its constitution at any time. The Company is currently paying non-executive directors' fees of $36,000 per annum plus superannuation for each non-executive director

The remuneration of any executive director will be fixed by the Directors and may be paid by way of fixed salary or based on agreed hourly rates according to time spent, up to an agreed maximum amount. At the date of this Prospectus, the Company has resolved to pay to Gregory Solomon an annual fee of $150,000 plus superannuation for acting as executive chairman.

With respect to March to June 2020, the Company has agreed with its Directors that the above fees will be reduced by 50% and has further agreed with Gregory Solomon and Douglas Solomon that, for the first half of 2020, no superannuation shall be payable by the Company to them.

7.6.3 Directors’ and officers’ indemnity

In accordance with the Company's constitution and to the extent permitted by law, the Company must indemnify each Director and other officers of the Company out of the assets of the Company to the relevant extent against any liability incurred by them in or arising out of the conduct of the business of the Company or in or arising out of the discharge of the duties of the officer, unless the liability was incurred by the officer through his or her own dishonesty, negligence, lack of good faith or breach of duty.

7.6.4 Other Interests of Directors

Gregory Solomon and Douglas Solomon are partners in the legal firm Solomon Brothers that will receive legal fees of approximately $15,000 (plus disbursements, plus GST) for services performed in relation to the preparation of this Prospectus. Please see section 7.7 of this Prospectus for further details of the legal fees which have been paid to Solomon Brothers in the 2 year period prior to the date of this Prospectus.

Further, the Company has engaged the services of Princebrook Pty Ltd, a company of which Gregory Solomon and Douglas Solomon are shareholders and directors, to provide office accommodation, use

of office equipment, accounting, secretarial and management services to the Company at a current cost of $16,190.48 per month plus GST plus an administration fee of $809.52 per month plus GST (with respect to March to June 2020, the Company has agreed with Princebrook to reduce these fees by 50%). The term of this contract commenced on 1 January 2015 and continues until terminated by either party giving three months’ notice of termination to the other, which notice may be given at any time (or until terminated consequent upon the other party’s default).

March Bells Pty Ltd, a company of which Douglas Solomon is a director and shareholder, has lent to the Company the sum of $200,000. The March Bells’ Loan (or a portion thereof) will be repaid from the proceeds of the Offers in the manner specified in section 6.7.

Guy Le Page is a director of and beneficial shareholder in the Underwriter, who has agreed to partially underwrite this Rights Offer and will be paid an underwriting fee– see sections 6.9.1 of this Prospectus for further information.

7.7 Interests of named persons

Other than as set out below or elsewhere in this Prospectus, no 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, promoter or stockbroker to the Company 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 offer of New Shares and New Options under this Prospectus; or
(c) the offer of New Shares and New Options 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 by them in connection with the formation or promotion of the Company or the offer of New Shares and New Options under this Prospectus.

Solomon Brothers, a legal firm of which Gregory Solomon and Douglas Solomon are partners, will receive professional fees of approximately $15,000 (plus disbursements, plus GST) for legal work undertaken by them in connection with this Prospectus and for work performed in relation to the due diligence process. In addition, Solomon Brothers have rendered legal fees on account of professional services provided to the Company of approximately $4,800 (including disbursements and GST) for the two-year period prior to the date of this Prospectus.

7.8 Consents

The following persons have consented to being named in the Prospectus in the form and context in which they have been named, but have not made any statements that are included in the Prospectus or statements identified in this Prospectus as being based on any statements made by those persons and take no responsibility for any part of the Prospectus other than their consent to be named in the Prospectus in the form and context in which they have been named, and have not withdrawn their consent before the lodgement of this Prospectus with ASIC:

(1) Solomon Brothers as solicitors to the Company;
(2) Advanced Share Registry Services as Share Registry; and
(3) RM Corporate Finance Pty Ltd, as underwriter.

The following person have consented to being named in the Prospectus in the form and context in which they have been named, and to the inclusion in this Prospectus of the statements which are attributed to them (or which are said to be based on statements by them) in section 4.3 in the form and context in which those statements have been included, but take no responsibility for any other statements in this Prospectus, and have not withdrawn their consent before the lodgement of this Prospectus with ASIC:

(1) Michael J Glasson, as the competent person for the purpose of the Statement in section 4.3; and
(2) Adelaide Mining Geophysics Pty Ltd, as the Company’s consultant geophysicist.

7.9 Expenses of the Issue

It is estimated that approximately $62,500 will be payable by the Company in respect of legal, printing, postage and other costs arising from this Prospectus and this Rights Issue if this Rights Issue is fully subscribed (excluding GST), as follows:

ASIC prospectus lodgement fee ASX fees Legal fees and expenses Underwriting Fee Other (including printing & postage) Total	$3,206 $14,243 $15,000 $15,000 $15,051 $62,500

7.10 Dividends

The Board is not able to indicate when and if dividends will be paid in the future, as payment of any dividend will depend on the future profitability, financial position and cash requirements of the Company.

7.11 Australian and New Zealand taxation implications

The acquisition and disposal of New Shares and New Options in the Company will have tax consequences in both Australia and New Zealand that will differ depending upon the individual financial affairs of each Qualifying Shareholder. The Directors consider that it is not appropriate to give Qualifying Shareholders advice regarding the taxation consequences of subscribing for New Shares and New Options under this Prospectus. All Qualifying Shareholders applying for New Shares and New Options are therefore first urged to obtain independent financial advice about the consequences of acquiring the New Shares and New Options from a taxation viewpoint and generally. Qualifying Shareholders should consult their own professional tax advisers in connection with subscribing for New Shares and New Options under this Prospectus.

7.12 Litigation

The Company is not currently engaged in any litigation or arbitration proceedings, nor, so far as the Directors are aware, are any such proceedings pending or threatened against the Company.

8. GLOSSARY NAMES AND TERMS

Applicant means a Qualifying Shareholder who takes up all or part of their Entitlement;

Application means a valid application made by an Applicant to subscribe for New Shares and accompanying New Options under the Entitlements Offer or the QS Shortfall Offer;

Acceptance Form means the personalised entitlement and acceptance form which will accompany this Prospectus.

Application Money(s) means the sum of $0.028 per New Share payable on submission of an Application pursuant to this Prospectus;

ASIC means Australian Securities and Investments Commission;

ASX means ASX Limited (A.C.N 008 624 691) or the Australian Securities Exchange, as the context requires;

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

Business Day means a day other than a Saturday or Sunday on which banks are open for business in Perth, Western Australia;

Closing Date means 5:00pm WST on 31 July 2020;

Company means Tasman;

Conico means Conico Ltd A.C.N. 119 057 457 (ASX Code: CNJ);

Corporations Act and Act means the Corporations Act 2001 (Cth);

Directors means the directors of the Company from time to time;

Dollars or $ means Australian dollars unless otherwise stated;

DS Entities means March Bells Pty Ltd, Douglas Solomon (a Director of the Company) and its and his other associated entities;

Eden or Eden Innovations means Eden Innovations Ltd A.C.N. 109 200 900 (ASX Code: EDE);

Entitlement means a Qualifying Shareholder’s entitlement to subscribe for New Shares (and accompanying New TASOC Options) under the Entitlement Offer;

Entitlement Offer has the meaning given to that term in section 2.1.1 and means the offer contained in this Prospectus to each Qualifying Shareholder of 1 New Share for every 10 Existing Shares held by that Qualifying Shareholder at the Record Date at an issue price of $0.028 per New Share, together with 1 free attaching New Option for every 2 New Shares issued under this Prospectus;

Existing Shares means Shares on issue in the Company as at the Record Date;

Existing TASOC Options means all listed Options on issue in the Company as at the date of this Prospectus, each to acquire 1 Share at an exercise price of $0.06 at any time up to and including 31 August 2020 (ASX Code: TASOC);

Glossary means this glossary;

GLP Entities means Guy T. LePage and his associated entities;

GS Entities means Arkenstone Pty Ltd, Gregory Solomon (a Director of the Company) and its and his other associated entities;

Issue means the issue of New Shares and accompanying New Options pursuant to this Prospectus;

Listing Rules means the Listing Rules of ASX;

March Bells’ Loan means the interest free and unsecured loan of $200,000 lent by March Bells Pty Ltd (a company associated with Douglas Solomon, a director of the Company) to the Company on or around 2 April 2020 to funds its ongoing working capital requirements;

New Option means an Option to be issued under this Prospectus to subscribe for 1 Share in the Company at $0.05 on or before the date which is three years after its issue date and otherwise on the terms and conditions set out in section 7.5 of this Prospectus;

New Share means a Share to be issued under this Prospectus;

Non-Qualifying Foreign Shareholder means a Shareholder whose registered address at the Record Date is not in Australia or New Zealand;

Offer Period means the period commencing on the Opening Date and ending on the Closing Date;

Offers means the Entitlement Offer and the Shortfall Offer;

Official List means the Official List of the ASX;

Opening Date means the date on which the Entitlement Offer opens;

Option means a right to acquire a Share in the Company and includes (where the context permits) the Existing TASOC Options and the New Options;

Optionholder means a holder of Options;

Prospectus means this Prospectus dated 6 July 2020 for the issue of up to approximately 52,786,405 New Shares and up to approximately 26,393,592 New Options;

QS Shortfall Offer has the meaning given to that term in section 2.1.2.1, more details of which appear in section 12.3.1;

Qualifying Shareholder means a holder of Shares registered at 5:00pm WST on the Record Date and whose registered address is in Australia or New Zealand;

Quotation means quotation of the New Shares or the New Options on ASX (as the case may be);

Record Date means 5.00pm WST on 10 July 2020;

Rights means the right to subscribe for New Shares (with accompanying New Options) under the Entitlement Offer contained in this Prospectus;

Rights Issue has the same meaning as Entitlement Offer;

Securities means the New Shares and New Options to be issued under this Prospectus;

Share means one fully paid ordinary share in the Company;

Shareholder means the holder of Shares;

Shortfall means, if the Entitlement Offer is not fully subscribed, those New Shares (and accompanying New Options) which are not taken up under the Entitlement Offer by the Closing Date;

Shortfall Offers has the meaning given to that term in section 2.1.2, more details of which appear in section 2.13;

Sub-Underwriters means all of those persons who have entered into a Sub-Underwriting Agreement with the Underwriter;

Sub-Underwriting Agreements means any sub-underwriting agreement(s) which are entered into by the Underwriter, including the sub-underwriting agreement which it has entered into by March Bells Pty Ltd (as referred to in sections 6.6 and 6.9.2).

Tasman and Tasman Resources means Tasman Resources Limited A.C.N 009 253 187 (ASX Code: TAS);

Underwriting Agreement means the agreement between the Company and the Underwriter dated 3 July 2020, the material terms and conditions of which are summarised in section 6.9.1;

Underwritten Securities has the meaning given to that term in section 2.12.

Underwriter means RM Corporate Finance Pty Ltd A.C.N. 108 084 386;

VWAP means the daily volume weighted average sale price of the Shares for such date (or the nearest preceding date) on the ASX where trading is not halted or suspended (excluding special crossings, crossings include the open sessions state (each as defined in the ASX Market Rules) and any overseas trades or trades pursuant to the exercise of options over Shares) as reported by Bloomberg Financial L.P. (based on a Trading Day from 10.00am to 4.02pm (Sydney time) using the VAP function); and

WST means Western Standard Time, Perth, Western Australia.

9. CONSENT BY DIRECTORS

Each of the Directors of Tasman Resources Limited has consented to the lodgement of this Prospectus in accordance with section 720 of the Corporations Act.

Dated 6 July 2020

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_________ Signed for and on behalf of Tasman Resources Ltd By Gregory Howard Solomon (Director)

10. CORPORATE DIRECTORY

Directors : Gregory H. Solomon, LLB (Executive Chairman) Douglas H. Solomon, B.Juris LLB (Hons) (Non-executive) Guy T. LePage, B.A, B.Sc. (Hons), M.B.A, FFIN, MAusIMM (Nonexecutive) Company Secretary : Aaron Gates, B.Com., CA, AGIA Registered Office : Level 15 197 St Georges Terrace Perth Western Australia Tel: (+618) 9282 5889 Fax: (+618) 9282 5966 e-mail: [email protected] website: www.tasmanresources.com.au Share Registry : Advanced Share Registry Services 110 Stirling Highway Nedlands Western Australia Tel: (+618) 9389 8033 Fax: (+618) 9389 7871 Solicitors to the Company : Solomon Brothers Level 15 197 St Georges Terrace Perth Western Australia Tel: (+618) 9282 5888 Fax: (+618) 9282 5855

ENTITLEMENT AND ACCEPTANCE FORM

A.C.N. 009 253 187

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THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISOR.

REGISTERED OFFICE: Level 15, 197 St Georges Terrace, Perth WA 6000

SHARE REGISTRY: Advanced Share Registry Ltd, 110 Stirling Highway, Nedlands WA 6009

Sub-Register HIN/SRN Shareholding at Record Date 10 July 2020 Entitlement to Shares on 1 New Share for every 10 Existing Shares held basis Number of free attaching Option for every 2 New Share subscribed for and issued. Amount payable on acceptance at $0.028 per New Shares

For a non-renounceable pro-rata Rights Issue of up to approximately 52,786,405 Shares on the basis of one (1) new Share for every ten (10) Shares held by Qualifying Shareholders as at 5:00pm WST on 10 July 2020, at an issue price of $0.028 per Share together with one (1) Option for every two (2) Shares acquired free of charge (each to acquire 1 Share at an exercise price of $0.05 per Share, exercisable at any time up to and including three (3) years after their issue date). This Rights Issue, if fully subscribed, will raise up to approximately $1,478,019 (before expenses of the Offer).

NON-RENOUNCEABLE ENTITLEMENTS ISSUE, CLOSING 5.00 PM AUSTRALIAN WESTERN STANDARD TIME ON 31 July 2020.

THIS APPLICATION FORM ACCOMPANIES A COPY OF THE COMPANY’S PROSPECTUS DATED 6 JULY 2020, WHICH INCLUDES IMPORTANT INFORMATION ABOUT INVESTING IN THE NEW SHARES AND NEW OPTIONS. YOU SHOULD CAREFULLY READ THIS PROSPECTUS IN ITS ENTIRETY BEFORE APPLYING FOR ANY NEW SHARES AND ACCOMPANYING NEW OPTIONS.

To the Directors

TASMAN RESOURCES LIMITED

I/We the above mentioned, being registered on 10 July 2020 as the holder(s) of Shares in your Company hereby accept the below mentioned Shares (and accompanying New Options) issued in accordance with the enclosed Prospectus dated 6 July 2020;
I/We hereby authorise you to place my/our name(s) on the register of shareholders and optionholders in respect of the number of Shares (and accompanying New Options) allotted to me/us; and
I/We agree to be bound by the Constitution of the Company.

	ENTITLEMENT	ENTITLEMENT
(A)	(B)	(C)	(D)
Number of Shares applied for (being not more than the Entitlement shown above)	Number of Shortfall Shares (if any) applied for (in excess of the Entitlement shown above)*	Total New Shares applied for	Amount Payable (C) * $0.028
			AUD$

*You should only complete (B) if you have applied for all of your Entitlement (as shown above) and, in addition thereto, you wish to apply for additional further new Shares if there is a Shortfall. Refer section 2.13 of the Prospectus as to how applications for the Shortfall will be dealt with.

METHOD OF ACCEPTANCE

You can apply for Shares and make your payment utilising one of the payment options detailed overleaf, however please indicate which payment option you have chosen by marking the relevant box below.

METHOD OF ACCEPTANCE	METHOD OF ACCEPTANCE	METHOD OF ACCEPTANCE	METHOD OF ACCEPTANCE	METHOD OF ACCEPTANCE	METHOD OF ACCEPTANCE
You can apply for Shares and make your payment utilising one of the payment options detailed overleaf, however please indicate which payment option you have chosen by marking the relevant box below.
	PLEASE ENTER CHEQUE DETAILS	Drawer	Bank	Branch	Amount
					$
OR
			You can pay by BPAY. If you choose to pay by BPAY, you do not need to return this form. Please refer overleaf for details.
NOTE:	Cheques should be made payable to “Tasman Resources Limited – Rights Issue”, crossed NOT NEGOTIABLE and forwarded to Advanced Share Registry Ltd, 110 Stirling Highway, Nedlands, Western Australia, 6009 to arrive no later than 5.00pm Australian Western Standard Time on 31 July 2020.

	CONTACT DETAILS	CONTACT DETAILS
Name: Telephone: Email:






Complete and sign below only if a change of address is to be registered with the Company New Address: Signature(s): Date: Please indicate correct title: Director / Secretary /........................................................... CHESS holders must contact their Controlling Participant to notify a change of address.

EXPLANATION OF ENTITLEMENT

The front of this form sets out the number of Shares which you are entitled to apply for.
Your entitlement may be accepted either in full or in part. There is no minimum acceptance.
The price payable on acceptance of each Share is 2.8 cents.
Please complete the Entitlement and Acceptance Form overleaf.

APPLICATION INSTRUCTIONS

Payment Details

You can apply for Shares by utilising the payment options detailed below. There is no requirement to return this Form if you are paying by BPAY.

By making your payment using either BPAY or by cheque, bank draft or money order, you confirm that you agree to all of the terms and conditions of the Tasman Resources Limited Rights Issue Prospectus as enclosed with this form.

Your cheque, bank draft or money order should be made payable to “Tasman Resources Limited – Rights Issue” in Australian currency and crossed “Not Negotiable”. Your cheque or bank draft must be drawn on an Australian branch of a financial institution. Please ensure you submit the correct amount. Complete cheque details in the boxes provided.

Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Entitlement and Acceptance Form. Cash will not be accepted. A receipt for payment will not be forwarded.

If the amount you pay is insufficient to pay for the number of Shares you apply for, you will be taken to have applied for such lower number of Shares as that amount will pay for, or your Application will be rejected.

If the amount you pay is more than the amount payable for your full Entitlement, you will be taken to have applied for New Shares under the Shortfall Offer, if there is a Shortfall. The Directors will at their discretion allot additional New Shares to Eligible Shareholders who apply for New Shares in excess of their full Entitlement under the Shortfall Offer if there is a Shortfall. The Directors retain the right to place any other part of the Shortfall Offer.

Contact Details

Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding this form.

Lodgement of Application

If you are applying for Shares and your payment is being made by BPAY, you do not need to return this form however you are encouraged to return the form to the registry for reconciliation purposes – in that case you can post the form to the registry or send it by facsimile to +61 8 9262 3723. Your payment must be received by no later than 5.00 pm WST on 31 July 2020. Applicants should be aware that their own financial institution may implement earlier cut off times with regard to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.

If you are paying by cheque, bank draft or money order, your Application must be received by Advanced Share Registry Ltd ("ASW") by no later than 5.00 pm WST on 31 July 2020. You should allow sufficient time for this to occur. Return your Application with cheque, bank draft or money order attached.

If you have any enquiries concerning this form or your entitlement, please contact Advanced Share Registry by telephone on (+61 8) 9389 8033 or facsimile on (+61 8) 9282 5866.

CHESS holders must contact their Controlling Participant to notify a change of address.

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Telephone & Internet Banking – BPAY By Mail By Delivery Call your bank, credit union or building Tasman Resources Limited Rights Issue Account Advanced Share Registry society to make this payment from your C/- Advanced Share Registry Ltd 110 Stirling Hwy cheque or saving account. More info: PO Box 1156 Nedlands, Western Australia 6009 Nedlands, Western Australia 6909 www.bpay.com.au