Jadar Resources : Cleansing Prospectus

For personal use only

EV RESOURCES LIMITED

(FORMERLY JADAR RESOURCES LIMITED) ACN 009 144 503

PROSPECTUS

For the offer of up to:

1. 1,000 Shares at an issue price of $0.037 per Share to raise up to $37 (before expenses) (Share Offer); and
2. 1,000 new options to acquire Shares (New Options) at an issue price of $0.0001 per New Option to raise up to $0.10 (before expenses) (Options Offer),

(together, the Offers).

This Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares, New Options and Options in the same class as New Options, issued by the Company prior to the Closing Date.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Securities offered under this Prospectus should be considered speculative.

For personal use only

TABLE OF CONTENTS
1.	CORPORATE DIRECTORY..............................................................................................	1
2.	TIMETABLE AND IMPORTANT NOTES.............................................................................	2
3.	DETAILS OF THE OFFERS................................................................................................	5
4.	PURPOSE AND EFFECT OF THE OFFERS .........................................................................	8
5.	RIGHTS AND LIABILITIES ATTACHING TO SHARES AND NEW OPTIONS......................	10
6.	RISK FACTORS.............................................................................................................	14
7.	ADDITIONAL INFORMATION ......................................................................................	23
8.	DIRECTORS' AUTHORISATION ....................................................................................	31
9.	DEFINITIONS ...............................................................................................................	32

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1. CORPORATE DIRECTORY Directors

Luke Martino Non-Executive Chairman

Adrian Paul Executive Director

Navinderjeet Singh Executive Director

Steven Dellidis Non-Executive Director

Jim Malone Non-Executive Director

Lynette Suppiah Non-Executive Director

Company Secretary Louisa Martino

Share Registry*

Advanced Share Registry Services Ltd 110 Stirling Highway

NEDLANDS WA 6009

Telephone: [phone]

Facsimile: [phone]

Registered Office

311-313 Hay Street SUBIACO WA 6008

Telephone: [phone]

ASX Code

JDR

Solicitors

Steinepreis Paganin

Level 4, The Read Buildings

16 Milligan Street

PERTH WA 6000

Auditors*

Grant Thornton Audit Pty Ltd

Level 43, Central Park

152-158 St Georges Terrace

PERTH WA 6005

For

• These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only.

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2. TIMETABLE AND IMPORTANT NOTES

2.1	Timetable
	Action	Date
	Lodgement of Prospectus with the ASIC and ASX	1 December 2021
	Opening Date of Offers	1 Decemeber 2021
	Expected date of Official Quotation of the New	6 December 2021
	Options and Options in the same class as the New
	Options and Shares
	Closing Date of Offers	7 December 2021

1. • The Directors reserve the right to bring forward or extend the Closing Date at any time after the Opening Date without notice.
   • Quotation of the New Options and Options in the same class as New Options is subject to the Company being able to satisfy ASX of the quotation requirements set out in Chapter 2 of the ASX Listing Rules.
2. Important Notes
3. 
   This Prospectus is dated 1 December 2021 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.
   No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.
   The Offers are only available to those who are personally invited to accept the Offers. Applications for Securities offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.

   This Prospectus is a transaction specific prospectus for an offer of Shares and New Options to acquire continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. 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.

4. Website
   A copy of this Prospectus can be downloaded from the website of the Company at jadar.com.au/corporate governance. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.
5. 
   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.

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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.

1. Risk Factors
   Potential investors should be aware that subscribing for New Options in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 6 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares and New Options in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares and New Options pursuant to this Prospectus.
2. Overseas Investors
   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 Shares and New Options in any jurisdiction where, or to any person to whom, it would be unlawful to issue in this Prospectus.
3. Forward-lookingstatements
   This Prospectus 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 Prospectus, 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.
   We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.
   We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.
   These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 6 of this Prospectus.

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