Microsoft Word - MOO prospectus - FINAL VERSION


MONTO MINERALS LTD (TO BE RENAMED 'SHAREROOT LTD') ACN 063 144 865


PROSPECTUS


For an offer of up to 100,000,000 Shares at an issue price of $0.05 per Share to raise up to

$5,000,000 with a minimum subscription of $3,000,000 together with one (1) free attaching option (Capital Raising Option) for every two (2) Shares issued, exercisable at $0.05 per Capital Raising Option on or before 31 December 2017 (Public Offer).


The Public Offer is scheduled to close at 5:00pm (WST) on 4 December 2015 unless extended or withdrawn. Applications must be received by that time to be valid.


Completion of the Public Offer is conditional upon satisfaction of the Conditions, which are detailed further in Section 2.4 of the Prospectus. No Securities will be issued pursuant to this Prospectus until such time as the Conditions are satisfied.


IMPORTANT INFORMATION


This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Securities offered by this Prospectus should be considered highly speculative.


T A B LE O F C O N TE N T S

  1. CORPORATE DIRECTORY 1

  2. IMPORTANT NOTICE 2

  3. KEY DATES 6

  4. CHAIRMAN'S LETTER 7

  5. INVESTMENT OVERVIEW 8

  6. TRANSACTION OVERVIEW 16

  7. DETAILS OF THE OFFERS 20

  8. COMPANY OVERVIEW 29

  9. RISK FACTORS 41

  10. BOARD, MANAGEMENT AND INTERESTS 51

  11. INVESTIGATING ACCOUNTANT'S REPORT 56

  12. CORPORATE GOVERNANCE 75

  13. MATERIAL CONTRACTS 87

  14. ADDITIONAL INFORMATION 94

  15. DIRECTORS' AUTHORISATION 117

  16. GLOSSARY 118


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1. CORPORATE DIRECTORY


Director


Mr Gary Steinepreis (Non-Executive Chairman)^ Mr James Allchurch (Managing Director)

Mr Patrick Burke (Non-Executive Director)^


Proposed Directors


Mr Noah Abelson Mr Marc Angelone Mr James Allchurch Mr Andrew Bursill


Company Secretary Mr Gary Steinepreis ASX Code:

MOO


Proposed ASX Code


SRO


Legal Advisors


Steinepreis Paganin

Level 4, The Read Buildings 16 Milligan Street

PERTH WA 6000


Lead Manager


Foster Stockbroking Pty Ltd Level 25, 52 Martin Place

SYDNEY NSW 2000

Registered Office


Company


Level 1, 33 Ord Street WEST PERTH WA 6005


Telephone: + 61 8 9420 9300

Facsimile: +61 8 9420 9399


Email: admin@montominerals.com Website: www.montominerals.com

ShareRoot 2550 9th Street

Suite 206

Berkeley California 94710


Telephone:+1 415 426 4070


Share Registry*


Link Market Services Limited Central Park

Level 4, 152 St Georges Terrace

PERTH WA 6000


Telephone (Australia): +61 1300 554 474

Facsimile: +61 2 9287 0303


Company Auditor*


BDO Audit (WA) Pty Ltd 38 Station Street

SUBIACO WA 6008


Investigating Accountant


BDO Corporate Finance (WA) Pty Ltd 38 Station Street

SUBIACO WA 6008


^ Resigning upon completion of the ShareRoot Acquisition.


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


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