Gulf Manganese : 15/06/2017 – Prospectus – PDF

GULF MANGANESE CORPORATION LIMITED ABN 73 059 954 317 PROSPECTUS

For the offer of up to 800,000,000 New Shares at an issue price of $0.015 to raise up to $12 million before issue costs with 3 free attaching New Options for every 2 New Shares issued, exercisable at

$0.005 each, expiring on 21 April 2019.

This is also a compliance prospectus for the issue of 5,000 New Shares to selected investors at an issue price of $0.015 per Share to raise $75 before issue to facilitate secondary trading of the New Shares and New Options issued by the Company (Cleansing Offer).

The Company will issue such number of New Securities as are taken up under the Offers.

LEAD MANAGER:

Important Notice

This document is important and should be read in its entirety (including the 'Risk Factors' in section 4) before deciding whether to apply for New Securities. If after reading this Prospectus you have any questions about the New Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The New Securities offered by this Prospectus should be considered speculative.

IMPORTANT NOTES

This Prospectus is dated 15 June 2017 and a copy of this Prospectus was lodged with the ASIC on that date. ASIC, ASX and its officers respectively take no 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. The Company will apply to ASX for the New Shares and New Options to be granted quotation on ASX.

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 such an offer. Applications for securities offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.

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

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions constitutes a violation of those laws. This Prospectus does not constitute an offer of securities in any jurisdiction where, or to any person whom, it would be unlawful to issue in this Prospectus.

Applicants should rely on their own knowledge of the Company, refer to disclosures made by the Company to the ASX and consult their professional advisers before deciding whether to accept the Offer. Announcements made by the Company to ASX are available from the ASX website at http://www.asx.com.au/. The information in this Prospectus does not constitute a securities recommendation or financial product advice.

In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

This Prospectus including each of the documents attached to it and which form part of this Prospectus is important and should be read in its entirety prior to making an investment decision. If you do not fully understand this Prospectus or are in any doubt as to how to deal with it, you should consult your professional adviser.

In particular, it is important that you consider the risk factors (see section 4 of this Prospectus) that could affect the performance of the Company before making an investment decision.

Some words and expressions used in this Prospectus have defined meanings which are explained in

section 7.

ELECTRONIC PROSPECTUS

A copy of this Prospectus can be downloaded from the website of the Company at http://www.gulfmanganese.com or the ASX website. Any person accessing the electronic version of this Prospectus for the purposes of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person the 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.

CONTENTS

1. DETAILS OF THE OFFER 4
2. USE OF FUNDS AND EFFECT OF THE ISSUE 8
3. RIGHTS AND LIABILITIES ATTACHING TO NEW SECURITIES 12
4. RISK FACTORS 15
5. ADDITIONAL INFORMATION 18
6. CORPORATE DIRECTORY 26
7. GLOSSARY 27

1. DETAILS OF THE OFFER
2. Details of the Offer

   The Company is inviting applications for up to a total of 800,000,000 New Shares at an issue price of $0.015 per New Share, to raise up to $12 million before issue costs, with 3 free attaching New Options for every 2 New Shares issued, exercisable at $0.005 each and expiring on 21 April 2019.

   The New Shares and New Options offered under this Prospectus will rank equally with the Existing Shares and Existing Options, respectively, on issue.

   The Offer is not underwritten. There is no guarantee that the Offer will proceed or that any applications will be accepted.

   The key information relating to the Offer and references to further details are set out below.

3. Lead Manager Offer

   This Prospectus also includes an offer of up to 80,000,000 Lead Manager Options in accordance with the Lead Manager Mandate. The Lead Manager Options are being offered under this Prospectus to facilitate the secondary trading of the Options and are issued on the same terms and conditions as the New Options. For further details on the Lead Manager Mandate, please refer to section 5.1(c).

4. Minimum Subscription

   Under the Offer, the minimum subscription to be raised is $6 million and the maximum subscription to be raised is $12 million (in each case before the costs of the Offer). No New Securities will be issued pursuant to this Prospectus until the minimum subscription has been achieved. Should the minimum subscription not be reached within 4 months after the date of this Prospectus, all Application Moneys will be dealt with in accordance with the Corporations Act.

5. Opening and Closing Dates

   The Opening Date of the Offer will be 15 June 2017 and the Closing Date will be 21 August 2017. The Directors reserve the right to close the Offer early or extend the Closing Date (as the case may be), should it be considered by them necessary to do so.

6. Applications

   Applications for New Securities 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.

   Applicants will need to follow the procedures advised to them by the Company for Applications under this Offer.

7. Details of substantial holders

8. Based on public available information as at 15 June 2017, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

   Shareholder	Shares	%
   Tan Han Swee and Tanah Capital Pte Ltd1	186,371,4282	11.86%
   Total Shares on currently on issue	1,571,183,253

   Notes

   1. Tan Han Swee has an indirect relevant interest in the securities held by Tanah Capital Pte Ltd (Tanah Capital), as the majority shareholder of Tanah Capital.