Leaf Resources : Prospectus

RECOMPLIANCE PROSPECTUS

WEBSITE DISCLAIMER

Leaf Resources Limited ACN 074 969 056

Leaf Resources Limited ACN 074 969 056 (Company) has lodged a prospectus dated 16 November 2020 (Prospectus) with the Australian Securities and Investments Commission (ASIC) for an offer of up to 150,000,000 Shares at an issue price of $0.02 per Share (New Shares) to raise up to $3,000,000 (Offer).

IMPORTANT INFORMATION

This website disclaimer is an important document which should be read in its entirety before downloading, printing or viewing the Prospectus. If you do not understand it, you should consult your professional advisers without delay.

The Prospectus contains important information about the risks associated with an investment in New Shares but does not take into account the investment objectives, financial situation and particular needs of each potential investor. You should read the entire Prospectus before deciding whether to invest in New Shares and contact your legal, financial or other professional adviser if you have any doubts about how to deal with the Prospectus or in respect to your personal circumstances.

Lodgement of Prospectus with ASIC

Neither ASIC nor ASX Limited take any responsibility for the contents of the Prospectus or the investment to which it relates. The Prospectus expires on the date 13 months after the date of the Prospectus. No securities will be issued on the basis of the Prospectus after the expiry date.

Application for New Shares

An application for New Shares offered by the Prospectus pursuant to the Offer can be made by either:

• printing and completing the Acceptance Form, which is attached to or accompanied by the electronic Prospectus; or
• completing the Acceptance Form, which is attached to or accompanied by a paper form of the Prospectus,

and then lodging the Acceptance Form and the application monies in accordance with the details set out in the Prospectus and the Acceptance Form.

If you would like to receive a copy of the Prospectus, please contact the Company on [phone] during business hours and a copy will be sent to you free of charge.

The Corporations Act 2001 (Cth) prohibits distribution of Acceptance Form unless such Acceptance Form is included in or attached to a complete and unaltered copy of the Prospectus (whether in paper or electronic form).

Secondary Offers

The Prospectus also includes the following secondary offers:

(a) an offer of 34,455,861 Options; and

(b) an offer of 33,000,000 Performance Rights,

(together, the Secondary Offers).

Only specified persons will be entitled to participate in the Secondary Offers, all of whom will be approached directly by the Company.

WARNING

For legal reasons, the information and electronic Prospectus provided by this website is available to persons accessing this website from within AUSTRALIA OR NEW ZEALAND ONLY. If you are accessing this website from anywhere outside Australia or New Zealand, please DO NOT download the electronic Prospectus accessible through this website. In particular, the offering of securities of the Company under the Prospectus is not being made in the United States. The Prospectus must not be released or distributed in the United States or to, or for the account or benefit of, any person in the United States, or in any jurisdiction outside of Australia or New Zealand where distribution may be restricted by law.

The Prospectus does not constitute an offer of securities in the United States or to, or for the account or benefit of, any person in the United States, or in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or make the offer. The securities referred to in the Prospectus have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction of the United States. Any securities described in, or sold pursuant to, the Prospectus may not be offered or sold in the United States or to, or for the account or benefit of, any person in the United States absent registration under the Securities Act or pursuant to an applicable exemption from, or a transaction not subject to, such registration.

It is the responsibility of any applicant outside Australia or New Zealand to ensure compliance with all laws of any country relevant to their application and any such applicant should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be allotted any securities.

It is not practicable for the Company to comply generally with the securities laws of overseas jurisdictions having regard to the cost of complying with regulatory requirements in each relevant jurisdiction.

No action has been taken to register or qualify the New Shares or the Offer, or otherwise permit a public offering of New Shares, in any jurisdiction outside Australia or New Zealand. The offer of New Shares under the electronic Prospectus is made in Australia and New Zealand and is made only to persons receiving the electronic Prospectus within Australia or New Zealand.

INSTRUCTIONS

Subject to the terms contained in this website disclaimer, an electronic copy of the Prospectus may be viewed or downloaded by following the instructions set out below.

You should ensure that any copy of the Prospectus you view or print is complete.

By accessing the Prospectus, you acknowledge and confirm that you are a resident of Australia or New Zealand and are accessing the site from within Australia or New Zealand. By downloading the Prospectus you represent that you have read and understood the above information. In order to proceed with viewing the Prospectus, please select the checkbox labelled 'YES, I AGREE' below and click on the button labelled 'DOWNLOAD PROSPECTUS' to begin downloading the relevant document as a PDF file. If you do not agree with or cannot comply with all of the above terms and conditions, please either press the 'HOME' button below or close this window without viewing any of the Prospectus.

YES, I AGREE

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