26 MARCH 2019

ASX/MEDIA RELEASE

NON-RENOUNCEABLE ENTITLEMENT ISSUE

OFFER BOOKLET DESPATCHED

Further to the announcement of 13 March 2019, Bardoc Gold Limited (ASX: BDC, Bardoc or the Company) advises that the Company has today despatched the Offer document and entitlement and acceptance forms for the non-renounceable pro-rata entitlements issue to raise up to $4.4 million (Entitlements Issue). Under the Entitlements Issue the Company is offering eligible shareholders the opportunity to subscribe for 1 new fully-paid ordinary share for every 10 existing fully-paid ordinary shares held at an issue price of $0.04 per Share.

The proposed timetable is set out below:

Lodgement of Offer Document, Appendix 3B and s708AA Cleansing Notice with ASX (Prior to the commencement of trading)

15 March 2019

Notice sent to security holders

19 March 2019

Ex-date

20 March 2019

Record Date for determining Entitlements

21 March 2019

Offer Document sent out to Eligible Shareholders & Company announces this has been completed & Offer Opening Date

26 March 2019

Last Day to extend Closing Date

15 April 2019

Closing Date

18 April 2019

Shares quoted on a deferred settlement basis

23 April 2019

ASX notified of under subscriptions

26 April 2019

Issue date/Shares entered into Shareholders' security holdings

30 April 2019

Quotation of Shares issued under the Offer

1 May 2019

A copy of the Offer Document is included in this announcement.

For further information contact:

INVESTORS:

MEDIA:

John Young

Bardoc Gold Limited

Nicholas Read

Read Corporate

Telephone:

0419 954 020

Telephone:

0419 929 046

Email:

admin@bardocgold.com.au

Email:

info@readcorporate.com.au

Bardoc Gold Limited | ABN 40 125 578 743

130 Stirling Highway, North Fremantle WA 6159 | Locked Bag 4, North Fremantle WA 6159 | Australia

Tel +61 (0)8 6215 0090 | Fax +61 (0)8 6215 0091www.bardocgold.com

BARDOC GOLD LIMITED ACN 125 578 743

OFFER DOCUMENT

For a pro rata non-renounceable Rights Issue to Eligible Shareholders on the basis of one (1) New Share for every ten (10) existing Shares held by Eligible Shareholders on the Record Date at an issue price of $0.04 per New Share to raise approximately $4.4M (before costs) (Offer).

The Offer opens on 26 March 2019 and closes at 5:00pm (WST) on 18 April 2019 (unless it is lawfully extended). Valid acceptances must be received before that time.

Applications for New Shares by Eligible Shareholders can only be made by using or following the instructions on an Entitlement and Acceptance Form, as sent with this Offer Document. The Entitlement and Acceptance Form sets out the Eligible Shareholders' Entitlement to participate in the Offer.

Please read the instructions in this Offer Document and on the accompanying Entitlement and Acceptance Form.

This document is not a prospectus and does not contain all of the information that an investor may require in order to make an informed investment decision regarding the New Shares offered by this document.

The New Shares offered by this Offer Document should be considered as speculative.

TABLE OF CONTENTS

  • 1. IMPORTANT INFORMATION .......................................................................................... 1

  • 2. CORPORATE DIRECTORY .............................................................................................. 4

  • 3. DETAILS OF THE OFFER .................................................................................................. 5

  • 4. ACTION REQUIRED BY SHAREHOLDERS ..................................................................... 14

  • 5. RISK FACTORS ............................................................................................................ 16

  • 6. DEFINED TERMS ........................................................................................................... 20

SCHEDULE 1 - OVERSEAS SHAREHOLDER DISCLAIMERS ......................................................... 22

i

  • 1. IMPORTANT INFORMATION

    No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

  • 1.1 This document is not a prospectus

    This Offer Document is dated 15 March 2019, has been prepared by Bardoc Gold Limited and is for a rights issue of continuously quoted securities (as defined in the Corporations Act) of the Company. This Offer Document is not a prospectus under the Corporations Act and has not been lodged with the ASIC. It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the Shares offered by this document.

    This Offer Document including each of the documents attached to it and which form part of this Offer Document are important and should be read in their entirety prior to making an investment decision. In particular, Shareholders should refer to the risk factors set out in section 5 of this document. If you do not fully understand this Offer Document or are in any doubt as to how to deal with it, you should consult your professional adviser.

  • 1.2 Section 708AA of the Corporations Act

    This Offer Document has been prepared in accordance with section 708AA of the Corporations Act and applicable ASIC Class Order 08/35. In general terms, section 708AA permits certain companies to undertake rights issues without being required to use or provide to shareholders a prospectus or other disclosure document. Accordingly, the level of disclosure in this Offer Document is significantly less than the level of disclosure required in, and what you would expect in, a prospectus. Eligible Shareholders should rely on their own knowledge of the Company, refer to disclosures made by the Company to ASX and consult their professional advisers before deciding to accept the Offer.

  • 1.3 Eligibility

    Applications for Shares by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form, as sent with this Offer Document. The Entitlement and Acceptance Form sets out an Eligible Shareholder's Entitlement to participate in the Offer.

  • 1.4 Overseas Shareholders

    This Offer Document does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Offer Document.

    The Offer is not being extended and Shares will not be issued to Shareholders with a registered address which is outside of:

(a)

Australia;

(b)

British Virgin Islands;

(c)

European Economic Area (Germany, Gibraltar, Isle of Man and Jersey);

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  • (d) Mauritius;

  • (e) Monaco;

  • (f) New Zealand;

  • (g) Norway;

  • (h) South Africa;

  • (i) Switzerland; and

  • (j) United Kingdom.

Please see Schedule 1 for further details in relation to the restrictions of accepting the Offer presented in this Offer Document in the overseas jurisdictions mentioned above.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions (other than those mentioned above) having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction.

Accordingly, Ineligible Foreign Shareholders other than those mentioned above will not be entitled to participate in the Offer.

  • 1.5 Risk Factors

    An investment in New Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are non-exhaustive. Please refer to Section 5 of this Offer Document for further details.

  • 1.6 Notice to nominees and custodians

    Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement under the Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations.

  • 1.7 Forward-looking statements

    This Offer Document 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 Offer Document, 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 our Company, the Directors and our management.

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Spitfire Materials Ltd. published this content on 26 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 26 March 2019 03:34:02 UTC