WEEBIT NANO LTD — Share Issue/Capital Change 2015

Aug 25, 2015

Prospectus

RADAR IRON LIMITED

ACN 146 455 576

ASX Code: RAD

This Prospectus is to facilitate secondary trading of the Placement Shares issued by the Company on 26 August 2015 and the Offer is only made to persons nominated by the Company.

This Prospectus provides important information about the Company. You should read the entire document. If you have any questions about the New Shares being offered under this Prospectus, or any other matter relating to an investment in the Company, you should consult your professional adviser. An investment in the New Shares offered under this Prospectus is highly speculative.

Important Notice

This Prospectus is dated 26 August 2015 and was lodged with ASIC on that date. Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Application will be made to ASX within 7 days after the date of this Prospectus for the quotation of the New Shares the subject of this Prospectus.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

This document may not be distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy securities in the United States. Any securities described in this document have not been and will not be, registered under the US Securities Act 1993 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act 1993 and applicable US state securities law.

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

Suitability of Investment & Risks

Before deciding to invest in the Company prospective investors should read entirely this Prospectus and, in particular the risk factors in section 3. They should carefully consider these factors in the light of their personal circumstances (including financial and taxation issues) and seek professional advice from their accountant, stockbroker, lawyer or other professional adviser before deciding to invest.

Any investment in the New Shares of the Company should be regarded as speculative.

Definitions

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary.

Privacy

Please read the privacy information located in section 4.3 of this Prospectus. By submitting an Application Form, you consent to the matters outlined in that section.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it should not be lawful to make such an offer.

No person is authorised to provide any information or make any representation in connection with the Offer which is not contained in this Prospectus.

Web Site – Electronic Prospectus

A copy of this Prospectus is available and can be downloaded from the website of the Company at www.radariron.com.au. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia. Persons who access the electronic version of this Prospectus should ensure that they download and read the entire Prospectus.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company. If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both.

Table of Contents

	Table of Contents
1	PURPOSE AND EFFECT OF THE OFFER .......................................................... 2
2	RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES ....................................... 4
3	RISK FACTORS ...................................................................................... 7
4	ADDITIONAL INFORMATION ...................................................................... 12
5	DIRECTORS’ RESPONSIBILITY AND CONSENT .................................................. 20
6	GLOSSARY ......................................................................................... 21

Corporate Directory

Directors

Mr Alan Tough (Non Exec. Chairman) Mr Jonathan Lea (Non Exec. Director) Mr Ananda Kathiravelu (Non Exec. Director) Mr David Sourbutts (Non Exec. Director)

Company Secretary

Mr Damon Sweeny

Website

www.radariron.com.au

Registered and Business Office

Suite 8, 55 Hampden Road Nedlands WA 6009

Tel: +61 8 9389 9919 Fax: +61 8 6389 0576 Email: info@radariron.com.au

Share Registry*

Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153 Tel: +61 8 9315 2333 Fax: +61 8 9315 2233

Auditor*

Solicitors to the Offer

Nexia Perth Audit Services Pty Ltd Level 7, The Quadrant 1 William Street PERTH WA 6000

Kings Park Corporate Lawyers Level 2, 45 Richardson Street West Perth WA 6005

*This party is named for informational purposes only and was not involved in the preparation of this Prospectus.

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1 PURPOSE AND EFFECT OF THE OFFER

1.1 Purpose of the Offer

On 26 August 2015 Radar Iron Limited ( Radar ) announced the issue of 33,062,158 Placement Shares at an issue price of $0.010 with one free attaching $0.015 unsecured note for every 3 Placement Shares issued ( Placement ). The Placement Shares were issued without disclosure under Chapter 6D of the Corporations Act.

Generally, section 707(3) of the Corporations Act requires that a prospectus is issued in order for a person to whom securities were issued without disclosure under Part 6D of the Corporations Act to offer those securities for sale within 12 months of their issue.

Section 708A(11) of the Corporations Act provides an exemption from this general requirement where:

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

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

The purpose of this Prospectus and the Offer made under it is to comply with section 708A(11) of the Corporations Act so that the Placement Shares can be offered for sale within 12 months of their issue. That section requires that this Prospectus include an offer of securities in the same class as the Placement Shares.

1.2 New Shares offered for issue

By this Prospectus and for the purposes of section 708A(11), the Company offers for subscription 1,000 New Shares at an issue price of $0.01 per New Share to raise $10. The Offer is made to unrelated persons identified by the Board. Applications for New Shares must be made using the Application Form attached to this Prospectus. To the maximum extent permitted by law, the Directors will have discretion over which Applications to accept.

The rights and liabilities of the New Shares offered under this Prospectus are summarised at section 3.

1.3 Capital structure

At the close of the Offer, the capital structure of the Company will be:

Shares
Shares currently on issue	165,310,784
Shares offered under this Prospectus	1,000

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Total Shares on issue following the Offer

165,311,785

Options and other securities
Unlisted Options exercisable at $0.05 each on or before 2	5,000,000
September 2018
$0.015 unsecured notes	11,020,716

1.4 Effect of the Offer on the Company

There will be no effect on control or the financial position of the Company as a result of the Offer.

1.5 Opening and Closing Dates

The Offer will open on the date this Prospectus is lodged with ASIC and close on a date as determined by the Directors.

1.6 Application money held in trust

All Application Moneys will be deposited into a separate bank account of the Company and held in trust for Applicants until the New Shares are issued or Application Moneys returned. Any interest that accrues will be retained by the Company and will not be paid to Applicants.

1.7

Quotation

The Company will apply to ASX within 7 days after the date of this Prospectus for quotation of the New Shares offered by this Prospectus on ASX. If ASX does not grant permission for the quotation of the New Shares offered under this Prospectus within 3 months after the date of this Prospectus, or such longer period as modified by ASIC, none of the New Shares offered by this Prospectus will be allotted or issued. In these circumstances, all Applications will be dealt with in accordance with the Corporations Act including the return of all Application Moneys without interest. A decision by ASX to grant official quotation of the New Shares is not to be taken in any way as an indication of ASX's view as to the merits of the Company or of the New Shares.

Quotation, if granted, of the New Shares offered by this Prospectus will commence as soon as practicable after statements of holdings of the New Shares are dispatched.

1.8

Enquiries

Any queries regarding the Offer should be directed to Mr Damon Sweeny, Company Secretary on +61 8 9389 9919.

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2 RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES

Full details of the rights and liabilities attaching to the New Shares are:

• detailed in the Company’s Constitution a copy of which can be inspected, free of charge, at the registered office of the Company during normal business hours; and

• in certain circumstances, regulated by the Corporations Act, the Listing Rules and the general law.

The following is a summary of the more significant rights and liabilities attaching to the New Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

(a) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of members every member has one vote on a show of hands and one vote per Share on a poll. Voting may be in person or by proxy, attorney or representative.

• (b) Dividends

Subject to the rights of holders of shares issued with any special rights (at present there are none), the profits of the Company which the Board may from time to time determine to distribute by way of dividend are divisible to each share of a class on which the Board resolves to pay a dividend in proportion to the amount for the time being paid on a share bears to the total issue price of the share.

• (c) Future issues of securities

Subject to the Corporations Act and the Listing Rules, the Directors may issue, grant options over, or otherwise dispose of unissued shares in the Company at the times and on the terms that the Directors think proper and a share may be issued with preferential or special rights.

• (d) Transfer of Shares

A shareholder may transfer Shares by a market transfer in accordance with any computerised or electronic system established or recognised by ASX for the purpose of facilitating transfers in Shares or by an instrument in writing in a form approved by ASX or the Board.

(e) Meetings and notices

Each shareholder is entitled to receive notice of, and to attend, general meetings for the Company and to receive all notices, accounts and other

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documents required to be sent to Shareholders under the Constitution, the Corporations Act or the Listing Rules.

Shareholders may requisition meetings in accordance with the Corporations Act.

(f) Election of Directors

There must be a minimum of 3 but not exceeding 10 Directors. At every annual general meeting one third of the Directors (rounded up to the nearest whole number) must retire from office. Any Director who would have held office for more than 3 years if that Director remains in office until the next general meeting must retire. These retirement rules do not apply to certain appointments including the managing director.

(g) Indemnities

To the extent permitted by law the Company must indemnify each past and present Director and secretary against any liability incurred by that person as an officer of the Company and any legal costs incurred in defending an action in respect of such liability.

(h) Winding up

If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Shareholders:

• (i) divide the assets of the Company among the members in kind;

• (ii) for that purpose fix the value of assets and decide how the division is to be carried out as between the members and different class of members; and

• (iii) vest assets of the Company in trustees on any trusts for the benefit of the members as the liquidator thinks appropriate.

(i) Shareholder liability

As the Shares under the Prospectus are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

• (j) Alteration to the Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. At least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

(k) Listing Rules

If the Company is admitted to trading on the Official List, then despite anything in the Constitution, if the Listing Rules prohibit an act being done,

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the act must not be done. Nothing in the Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the Constitution to contain a provision and it does not contain such a provision, the Constitution is deemed to contain that provision. If the Listing Rules require the Constitution not to contain a provision and it contains such a provision, the Constitution is deemed not to contain that provision. If a provision of the Constitution is inconsistent with the Listing Rules, the Constitution is deemed not to contain that provision to the extent of the inconsistency.

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3 RISK FACTORS

The New Shares offered under the Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below and together with information contained elsewhere in this Prospectus and to consult with your professional advisers before deciding whether to apply for New Shares pursuant to this Prospectus.

There are specific risks which relate directly to the Company’s business. In addition, there are general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the New Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

3.1 Company and industry risks

• (a) Exploration costs

The Company is an exploration company and is focused on finding and developing iron ore deposits. The company currently has two major projects, being the Yerecoin Project (acquired in April 2014 and final payment of acquisition price made in April 2015) and the Central Yilgarn Project in Western Australia. A decision to withdraw from the Uruara Project in Brazil was made by the Company in April 2015. The tenements and projects held by the Company are early state with limited exploration.

Exploration is a high risk undertaking. The Company does not give any assurance that exploration of its current projects or any future projects will result in the delineation or discovery of a significant mineral resource. Even if a significant mineral resource is identified, there can be no guarantee that it can be economically exploited.

• (b) Future capital needs and additional funding

The Company’s ability to raise further capital (equity or debt) within an acceptable time, of a sufficient amount and on terms acceptable to the Company will vary according to a number of factors, including prospectivity of projects (existing and future), the results of exploration, subsequent feasibility studies, development and mining, stock market and industry conditions and the price of relevant commodities and exchange rates.

No assurance can be given that future funding will be available to the Company on favourable terms (or at all). If adequate funds are not available on acceptable terms the Company may not be able to further

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develop its projects and it may impact on the Company's ability to continue as a going concern.

(c) Title risk

Mining tenements are governed by the respective State legislation and each tenement is for a specific term and carries with it annual expenditure and reporting commitments as well as other conditions requiring compliance. There is a risk that the Company could lose title to one or more of its tenements if tenement conditions or annual expenditure commitments are not met.

Non-approval or a delay in the approval process could have a negative impact on exploration conducted by a Company as well as its share price.

(d) Commodity prices

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

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

(e) Currency risk

Currency fluctuations will affect the cash flow that the Company may realise from, or expend on, exploration and mining operations. International prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company will be taken into account in Australian dollars. This exposes the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets. Fluctuations in exchange rates to which the Company are exposed will cause fluctuations in the potential income of the Company.

(f) Native title risk

The Company’s tenements are on a combination of freehold land, pastoral leases and crown land reserves of various categories also exist in some tenements. There may be areas over which legitimate Native Title rights exist. If Native Title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner or Native Title claimant), or to progress from the exploration phase to the development and mining phases of operation may be adversely affected.

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(g) Access risk

Owners of private land in Western Australia have a right to veto access to the land by an explorer. The Company has reached an agreement with some, but not all private landowners and may, if agreement with the remaining landowners cannot be reached, be restricted from accessing certain areas.

Access to freehold land may be subject to agreements reached with any relevant landowner regarding restrictions of access whilst land is subject to cropping or animal husbandry practices. Adverse weather conditions may also restrict access to land for the purpose of carrying out activities such as drilling.

3.2 Operating risks

The Company’s operations may be affected by various factors including failure to locate or identify mineral deposits; failure to achieve predicted grades in exploration and mining; operational and technical difficulties encountered in mining; the existence or absence of appropriate infrastructure, difficulties in operating plant and equipment; mechanical failures or breakdowns; shipping and port access constraints, unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions; industrial and environmental accidents; industrial disputes; and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

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

(a) Resource estimates

The Company has previously announced resource estimates. Resource estimates are expressions of judgement based on knowledge, experience and industry practice (refer to the JORC Code for further information on resource estimation). Estimates that were valid when originally made may alter significantly when new information or techniques become available.

In addition, by their very nature, resource estimates are imprecise and depend on interpretations which may prove to be inaccurate, and whilst the Company will employ industry-standard techniques including compliance with the JORC Code to reduce the resource estimation risk, there is no assurance that this approach will alter the risk. As further information becomes available through additional fieldwork and analysis, resource estimates may change. This may result in alterations to mining and development plans which may in turn adversely affect the Company.

• (b) Environmental

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The Company's projects are subject to rules and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all mineral projects, the Company’s projects are expected to have a variety of environmental impacts should development proceed. Development of any of the Company's projects will be dependent on the Company satisfying environmental guidelines and, where required, being approved by government authorities.

The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws, but may still be subject to accidents or other unforeseen events which may compromise its environmental performance and which may have adverse financial implications.

(c) Acquisition risks

The Company may seek potential acquisitions to complement its existing exploration assets. Whilst the Company will undertake thorough due diligence on any acquisitions, there are risks associated with acquisitions which may not be fully mitigated. Furthermore, any acquisition may require the Company to raise additional capital, which may be dilutive for existing Shareholders.

(d) Occupational health & safety

The mining industry has become subject to increasing occupational health and safety responsibility and liability. The potential for liability is a risk. The Company may become liable for past and current conduct which violates such laws and regulations. Penalties for breaching health and safety laws can be significant and include criminal penalties. Victims of workplace accidents may also commence civil proceedings against the Company. These events might not be insured by the Company or may be uninsurable. In addition, any changes in health and safety laws and regulations may increase compliance costs for the Company. Such an event would negatively impact the financial results of the Company.

(e) Key personnel

The ability of the Company to achieve its objectives depends on the retention of key external contractors who constitute its technical panel and provide technical expertise. If the Company cannot secure external technical expertise (for example to carry out drilling) or if the services of the present technical panel cease to become available to the Company, this may affect the Company's ability to achieve its objectives either fully or within the timeframes and the budget the Company has decided upon.

Whilst the ability of the Company to achieve its objectives may be affected by the matters mentioned above, the Directors believe that appropriately

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skilled and experienced professionals would be available to provide services to the Company at market levels of remuneration in the event key external contractors cease to be available.

3.3 General Investment risks

The risks outlined below are some of the general risks that may affect an investment in the Company.

• (a) Securities investments and share market conditions

There are risks associated with any securities investment. The prices at which the securities trade may fluctuate in response to a number of factors.

Furthermore, the stock market, and in particular the market for exploration and mining companies may experience extreme price and volume fluctuations that may be unrelated or disproportionate to the operating performance of such companies. These factors may materially adversely affect the market price of the securities of the Company regardless of the Company's operational performance. Neither the Company nor the Directors warrant the future performance of the Company, or any return of an investment in the Company.

• (b) Liquidity risk

The market for the Company’s Shares may be illiquid. As a consequence investors may be unable to readily exit or realise their investment.

• (c) Economic risk

Changes in both Australia and world economic conditions may adversely affect the financial performance of the Company. Factors such as inflation, currency fluctuations, interest rates, industrial disruption and economic growth may impact on future operations and earnings.

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4 ADDITIONAL INFORMATION

4.1 Disclosing entity

The Company is a ‘disclosing entity’ (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities.

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

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the period from lodgment of the Company’s annual financial statements of the Company for the financial year ended 30 June 2014 to the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

• (a) it is subject to regular reporting and disclosure obligations;

• (b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and

• (c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

• (i) the annual financial report of the Company for the financial year ended 30 June 2014 being the last financial report for a financial year, of the Company lodged with the ASIC before the issue of this Prospectus;

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• (ii) any half-year financial report lodged with ASIC by the Company after the lodgment of that annual report and before the lodgment of this Prospectus; and

• (iii) any continuous disclosure notices given by the Company after the lodgment of that annual report and the lodgment of this Prospectus.

Copies of all documents lodged with the ASIC in relation to the Company can be obtained free of charge from the Company’s registered office during normal office hours. The Company has lodged the following announcements with ASX since the 30 June 2014 audited financial statements:

Date	Description of Announcement
26/08/2015	Appendix 3b
26/08/2015	Capital Raising Update
25/08/2015	Reinstatement to Official Quotation
24/08/2015	Half Yearly Report and Accounts
06/08/2015	Board Structure and Remuneration
31/07/2015	Quarterly Activities Report
31/07/2015	Quarterly Cashflow Report
30/04/2015	Quarterly Cashflow Report
29/04/2015	Quarterly Activities Report
24/04/2015	Yerecoin Purchase Transaction Complete
21/04/2015	Withdrawal from Brazil project
02/02/2015	Quarterly Cashflow Report
28/01/2015	Quarterly Activities Report
29/12/2014	Company Update Regarding Suspension
18/12/2014	Suspension from Official Quotation
18/12/2014	Rights Issue Withdrawn
17/12/2014	Trading Halt

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08/12/2014	Extension of Rights Issue Closing Date
03/12/2014	PDY: Tenement Acquisition
03/12/2014	Sale of Non-Core Assets
25/11/2014	Initial and Change of Director's Interest Notices
21/11/2014	Letter to Shareholders
21/11/2014	Appendix 3B
21/11/2014	Rights Issue Prospectus
20/11/2014	Status of Underwriting Of Rights Issue and Timetable
19/11/2014	Change in substantial holding
19/11/2014	Results of Annual General Meeting
07/11/2014	Becoming a substantial holder
04/11/2014	Change in substantial holding from POK
03/11/2014	Appendix 3B
03/11/2014	Placement Completed and Rights Issue Timeline Finalised
03/11/2014	Quarterly Activities Report
03/11/2014	Quarterly Cashflow Report
23/10/2014	Results of Meeting
22/10/2014	Notice of Annual General Meeting/Proxy Form
16/10/2014	Company Presentation - October 2014

ASX maintains files containing publicly available information from all listed companies. The Company’s file is available for inspection at ASX during business hours.

4.2 No prospective financial forecasts

The Directors have considered the matters outlined in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings because the proposed future operations of the Company do not have an operating history from which reliable forecasts can be made. Accordingly, any forecast or

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projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

Notwithstanding the above, this Prospectus includes, or may include, forward looking statements including, without limitation, forward looking statements regarding the Company‘s financial position, business strategy, and plans and objectives for its business and future operations (including development plans and objectives), which have been based on the Company‘s current expectations. These forward-looking statements are, however, subject to known and unknown risks, uncertainties and assumptions that could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward looking statements are based on numerous assumptions regarding the Company‘s present and future business strategies and environment in which the Company will operate in the future.

Matters not yet known to the Company or not currently considered material to the Company may impact on these forward looking statements. These statements reflect views held only as at the date of this Prospectus. In light of these risks, uncertainties and assumptions, the forward-looking statements in this Prospectus might not occur. Investors are therefore cautioned not to place undue reliance on these statements.

4.3 CHESS

The Company will apply to participate in the Clearing House Electronic Subregister System ( CHESS ). CHESS is operated by ASX Settlement, a wholly owned subsidiary of ASX.

Under CHESS, the Company will not issue certificates to investors. Instead, security holders will receive a statement of their holdings in the Company. If an investor is broker sponsored, ASX Settlement will send a CHESS statement.

4.4

Privacy

The Company collects information about each Applicant provided on an Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s security holding in the Company.

By submitting an Application Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Share Registry, the Company’s related body corporates, agents, contractors and third party service providers, including mailing houses and professional advisors, and to ASX and regulatory authorities.

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If an Applicant becomes a Shareholder, the Corporations Act requires the Company to include information about the Shareholder (including name, address and details of the Shares 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 distribution payments and corporate communications (including the Company’s financial results, annual reports and other information that the Company may wish to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application. An Applicant has the right to gain access to the information that the Company holds about that person subject to certain exceptions under law. A fee may be charged for access. Such requests must be made in writing to the Company’s registered office.

4.5 Directors’ interests

As at the date of this Prospectus the Directors have a relevant interest in securities of the Company and remuneration as set out below.

Director	Shares	Options
Alan Tough	761,771	nil
Jonathan Lea	1,251,308	nil
Ananda Kathiravelu	130,000	nil
David Sourbutts	nil	nil

Remuneration paid to Directors in the two years prior to the date of this Prospectus[1256]

	2015 2014
	Jonathan Lea14 253,936 $273,125 Alan Tough 72,141 $70,850 Ananda Kathiravelu1 52,560 $55,062 David Sourbutts13 35,167 $4,780

Notes:

1 Inclusive of superannuation.

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2 Non-executive Directors have agreed to reduce their director’s fees to $3,000 per month.

3 Mr Sourbutts was appointed a Director on 15 April 2014 and was subsequently re-elected at the Company’s Annual General Meeting held on 19 November 2014 in accordance with the Company’s Constitution.

4 Mr Jonathan Lea resigned as Managing Director on 31 May 2015 and was subsequently appointed as a non-executive Director.

5 The Directors have accrued approximately $127,000 in unpaid entitlements up to 30 June 2015. The directors have resolved to seek shareholder approval to convert $62,000 of those entitlements into equity at a value of $0.01 per share.

6 All director fees are being accrued from 1 June 2015. No person has paid or agreed to pay any amount or has given any benefit to any Director to induce them to become, or qualify as a Director or for services provided by the Director, in connection with:

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

• (b) the offer of New Shares under this Prospectus, except asset out below or elsewhere in this Prospectus.

Ampere Limited, an entity controlled by Mr Kathiravelu, has entered a services agreement with the Company under which Ampere Limited provides company secretary, accounting and office services to the Company. Ampere has been paid approximately $198,461 (excluding GST) in the previous 2 years, and is paid a fee of $8,000 per month.

Armada Capital Limited, an entity controlled by Mr Kathiravelu, has provided corporate advisory services to the Company, for which it has been paid fees of $62,348.

Information regarding the remuneration received by Directors for the preceding two financial years can be found in the 2014 Annual Report.

The Company has entered into indemnity, insurance and access deeds with each of the Directors ( Deeds ). Under the Deeds, the Company agrees to indemnify each of the Directors to the extent permitted by the Corporations Act against certain liabilities incurred by the Directors whilst acting as an officer of the Company, and to insure each Director against certain risks to which the Company is exposed as an officer of the Company. The Deeds also grant each Director a right of access to certain records of the Company for a period of up to 7 years after the Director ceases to be an officer of the Company.

The Deeds were entered into as part consideration for the Directors agreeing to hold office as directors of the Company.

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The Company also pays premiums to insure all of the Directors against liabilities for costs and expenses incurred by them in defending legal proceedings arising from their conduct whilst acting in the capacity as a Director of the Company.

4.6 Expenses of the Offer

The total estimated expenses of this Prospectus are estimated to be $4,290, consisting of the following:

Cost	$
ASIC fees	2,290
Legal fees	2,000
Total	$4,290

These expenses have or will be paid by the Company.

4.7 No other interests

Other than as set out above or elsewhere in this Prospectus, no Director or proposed Director holds at the date of this Prospectus, or held at any time during the last 2 years before the date of lodgment of this Prospectus with ASIC, any interest in:

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

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

• (c) the Offer,

and no amounts have been paid or agreed to be paid by any person and no benefits have been given or agreed to be given by any person:

• (d) to a Director or proposed Director to induce him or her to become, or to qualify as, a Director; or

• (e) for services provided by a Director or proposed Director in connection with the formation or promotion of the Company or the Offer.

4.8 Interests of promoters and named persons

Except as disclosed in this Prospectus, no other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the 2 year period ending on the date of this Prospectus, any interest in:

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

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

• (c) the Offer.

Kings Park Corporate Lawyers has acted as solicitors to the Offer. Kings Park Corporate Lawyers have received fees of approximately $53,000 (excluding GST and disbursements) for services to the Company in the 2 years prior to the date of this Prospectus. Kings Park Corporate Lawyers will be paid approximately $2,000 (excluding GST) with respect to the Offer and this Prospectus.

4.9 Consents

Each of the persons referred to in this section:

• (a) has given and has not, before the date of lodgment of this Prospectus with ASIC, withdrawn their written consent:

• (i) to be named in the Prospectus in the form and context which it is named; and

• (ii) where applicable, to the inclusion in this Prospectus of the statement(s) and/or reports (if any) by that person in the form and context in which it appears in this Prospectus;

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

• (c) has not made any statement in this Prospectus or any statement on which a statement in this Prospectus is based, other than specified below;

• (d) to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding, and takes no responsibility for, any part of this Prospectus, other than the references to their name and the statement(s) and/or report(s) (if any) specified below and included in this Prospectus with the consent of that person.

Name	Role
Kings Park Corporate Lawyers	Lawyers

4.10 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings of a material nature and the Directors are not aware of any other legal proceedings pending or threatened against the Company.

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5 DIRECTORS’ RESPONSIBILITY AND CONSENT

Each Director has consented to the lodgment of this Prospectus with the ASIC and has not withdrawn that consent.

Dated: 26 August 2015

..................................

Signed for and on behalf of Radar Iron Limited by

Jonathan Lea

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6 GLOSSARY

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

$, A$ or Dollars Australian dollars unless otherwise stated.

Applicant

Applicant a person who submits a valid Application Form pursuant to this Prospectus. Application a valid application made on an Application Form to subscribe for New Shares pursuant to this Prospectus. Application Moneys money paid by an Investor upon Application. Application Form the application form attached to this Prospectus. ASIC the Australian Securities & Investments Commission. ASX the ASX Limited ACN 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited. ASX Settlement ASX Settlement Pty Ltd (ACN 008 504 532). Board the board of Directors. Closing Date means a date as determined by the Directors. Company Radar Iron Limited (ABN 15 146 455 576). Constitution the constitution of the Company. Corporations Act the Corporations Act 2001 (Cth). Deeds the indemnity, insurance and access deeds between the Company and each of the Directors. Director a director of the Company and, where the context requires, the proposed Directors. Listing Rules the listing rules of the ASX. New Shares a Share issued pursuant to this Prospectus. Offer the offer of New Shares made under this Prospectus. Opening Date means the date this Prospectus is lodged with ASIC.

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Options	an option to be issued a Share.
Placement	as defined in section 1.1
Prospectus	this prospectus and includes the electronic prospectus.
Placement Shares	33,062,154 Shares.
Share	a fully paid ordinary share in the Company.
Shareholder	the registered holder of Shares in the Company.
Share Registry	Security Transfer Registrars Pty Ltd.
WST	Western Standard Time.

The singular includes the plural and vice versa.

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