Magnis Resources : SHORT FORM PROSPECTUS

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MAGNIS RESOURCES LIMITED ACN 115 111 763 ABN 26 115 111 763

SHORT FORM PROSPECTUS

For an offer to transfer 200,000,000 UAL Shares to Shareholders of Magnis Resources Limited pursuant to an equal Capital Reduction by way of In Specie Distribution contained in the Capital Reduction Resolution in the Notice of Meeting dated 5 April 2016.

IMPORTANT NOTICE This Prospectus is important and requires your immediate attention. You should read this Prospectus in its entirety and consult your professional adviser in respect of the contents of this Prospectus.

This Prospectus is a short form prospectus prepared in accordance with Section 712 of the Corporations Act. This Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type, but refers to parts of other documents lodged with ASIC, the contents of which are therefore taken to be included in this Prospectus.

The Company Directors consider an investment in the UAL Shares that will be distributed and transferred under this Prospectus and the Capital Reduction Resolution, to be speculative.

TABLE OF CONTENTS

1. IMPORTANT NOTES 3
2. THE OFFER 5
3. INFORMATION DEEMED TO BE INCORPORATED IN THIS PROSPECTUS 7
4. ADDITIONAL INFORMATION 12
5. RESPONSIBILITY AND CONSENTS 15
6. DIRECTORS' AUTHORISATION 16
7. DEFINITIONS 17

CORPORATE DIRECTORY 19

1. IMPORTANT NOTES

   
   

2. General

   
   

   This Prospectus is dated 26 February 2016 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus, or the merits of the investment to which this Prospectus relates.

   No UAL Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus, being the expiry date of this Prospectus.

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

   This Prospectus, including the Notice of Meeting which is incorporated by reference into this Prospectus, is important and should be read in its entirety. 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 immediately. The UAL Shares, the subject of this Prospectus should be considered speculative.

   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. 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 Company Shareholders and professional advisers whom Company Shareholders may consult.

   The Offer to New Zealand Shareholders is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and the Corporations Regulations 2001. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings - Australia) Regulations 2008.

   The Offer and the content of this Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act sets out how the Offer must be made.

   There are differences in how securities are regulated under Australian law.

   The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities.

   Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to the Offer. If you need to make a complaint about the Offer, please contact the Financial Markets Authority, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.

   The taxation treatment of Australian securities is not the same as for New Zealand securities.

   If you are uncertain about the terms and conditions of the Offer, you should seek the advice of an appropriately qualified financial adviser.

   As UAL is an unlisted public company, the UAL Shares will not be listed on the ASX or any other securities exchange.

   Defined terms and abbreviations used in this Prospectus are defined in Section 7.

   
   

3. Short Form Prospectus

   
   

   This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. This means that this Prospectus alone does not contain all the information that is generally required to satisfy the disclosure requirements of the Corporations Act. Rather,

   it incorporates all other necessary information by reference to information contained in the Notice of Meeting lodged with ASIC on 26 February 2016. This Prospectus is issued pursuant to section 710 of the Corporations Act.

   In referring to the Notice of Meeting, the Company:

4. identifies the Notice of Meeting as being relevant to the offer of UAL Shares under this Prospectus and contains information that will provide Company Shareholders and their professional advisers to assist them in making an informed assessment of:

5. the rights and liabilities attaching to the UAL Shares; and

   
   

6. the assets and liabilities, financial position and performance, profits and losses and prospects of UAL;

7. refers Company Shareholders and their professional advisers to this Prospectus which summarises the material information in the Notice of Meeting deemed to be incorporated in this Prospectus;

8. informs Company Shareholders and their professional advisers that they are able to obtain, free of charge, a copy of the Notice of Meeting or the Constitution by contacting the Company at its registered office during normal business hours during the Offer Period; and

9. advises that the information in the Notice of Meeting will be primarily of interest to Company Shareholders and their professional advisers or analysts.

   
   

10. Forward looking statements

    
    

    This Prospectus may contain forward-­‐looking statements which are identified by words such as 'may', 'should', 'will', 'expect', 'anticipate', 'believes', 'estimate', 'intend', 'scheduled' or 'continue' or other similar words. Such statements and information are subject to risks and uncertainties and a number of assumptions, which may cause the actual results or events to differ materially from the expectations described in the forward looking statements or information.

    Whilst the Company considers the expectations reflected in any forward looking statements or information in this Prospectus are reasonable, no assurance can be given that such expectations will prove to be correct. The risk factors outlined Schedule 7 of the Notice of Meeting, as well as other matters not yet known to the Company or not currently considered material to UAL, may cause actual events to be materially different from those expressed, implied or projected in any forward looking statements or information. Any forward looking statement or information contained in this Prospectus is qualified by this cautionary statement.

    
    

11. Competent Persons Statement




The technical information contained in the Explanatory Statement that relates to Exploration Targets, Exploration Results or Mineral Resources or Ore Reserves is based on information compiled by Mr Brent Laws, a Competent Person who is a registered member of the Australasian Institute of Mining & Metallurgy. Mr Laws is a full time employee of the Company and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined by the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Laws consents to the inclusion of the technical information in the form and context in which it appears.