Maximus Resources : Options Placement Prospectus

For personal use only

Maximus Resources Limited

ACN 111 977 354

Options Placement Prospectus

This Prospectus is being issued for a placement of up to 38,366,433 new Options on the basis of 1 new Option for every 1 Listed MXROD Option held by Eligible Optionholders as at the Record Date at an issue price of $0.003 per Option to raise up to approximately $115,099 (before costs) (Offer).

Each new Option offered under the Offer has an exercise price of $0.11 and an expiry date of 5.00pm (WST) on 6 January 2023 and is otherwise on the same terms and conditions as the Company's existing listed MXROE Options (New Options).

IMPORTANT NOTICE

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

The New Options offered by this Prospectus should be considered as highly speculative.

For personal use only

Contents
1.	Summary of Important Dates and Important Notices ...........................................	2
2.	Corporate directory ..................................................................................................	5
3.	Details of the Offer ...................................................................................................	6
4.	Purpose and effect of the Offer.............................................................................	10
5.	Rights and Liabilities attaching to New Options and Shares.............................	14
6.	Risk factors .............................................................................................................	18
7.	Additional information ...........................................................................................	25
8.	Directors' authorisation .........................................................................................	32
9.	Glossary ..................................................................................................................	33

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1. Summary of Important Dates and Important Notices

Timetable And Important Dates

	Date
Lodgement of Prospectus with the ASIC and ASX	1 December 2021
Company announces Offer and lodges Appendix 3B with ASX
"Ex" date	6 December 2021
Record Date for determining MXROD Optionholder	7 December 2021
Entitlements
Prospectus sent to MXROD Optionholders & Company	10 December 2021
announces this has been completed.
Offer opens
Last day to extend Closing Date*	23 December 2021
Closing Date of the Offer (5pm WST)*	30 December 2021
Last day to announcement results of the Offer, issue New	Before 12pm Sydney
Options under the Prospectus Offer*	7 January 2022
Lodge Appendix 2A

*These dates are indicative only and the Directors may vary them at their discretion, subject to compliance with the ASX Listing Rules and the Corporations Act. As such, the date the New Options are expected to be trading on ASX may vary.

Important Notes

General

This Prospectus is dated 1 December 2021 and was lodged with ASIC on that date with the consent of all Directors. None of ASIC, ASX or their respective officers or employees takes any responsibility for the contents of this Prospectus.

This Prospectus is important and should be read in its entirety before deciding to participate in the Offer. In particular, you should consider the risk factors set out in Section 6 of this Prospectus in light of your personal circumstances (including financial and taxation issues) and seek advice from your accountant, financial advisor, stockbroker, lawyer, tax advisor or other independent and qualified advisor if you have any questions.

Continuously Quoted Securities

In preparing this Prospectus, regard has been had to the fact the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisors. This Prospectus is a transaction specific prospectus 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 and it is intended to be read in conjunction with publicly available information in relation to the Company which has been notified to ASX.

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No Exposure Period

An exposure period does not apply to the Offer.

Expiry Date

No New Options will be granted on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus).

Not financial product advice

The information in this Prospectus is not financial product advice and has been prepared without taking into account your financial and investment objectives, financial situation or particular needs (including financial or taxation issues).

Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offer in 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 the Offer. Except to the extent required by law, no person named in this Prospectus, nor any other person, warrants or guarantees the performance of the Company, the repayment of capital by the Company, the payment of a return on the Securities or the future value of the Securities. The business, financial condition, operating results and prospects of the Company may change after the date of this Prospectus. You should be aware that past performance is not indicative of future performance. Any new or change in circumstances that arise after the date of this Prospectus will be disclosed by the Company to the extent required and in accordance with the Corporations Act.

Risk factors

Potential investors should be aware that subscribing for and holding Securities 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 companies not specifically referred to, may affect the value of the Securities 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 New Options.

No cooling-off rights

Cooling-off rights do not apply to an investment in New Options issued under this Prospectus. This means that, except where permitted by the Corporations Act, you cannot withdraw your Application once it has been accepted.

Geographic Restrictions

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this Prospectus comes should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of law.

This Offer does not, and is not intended to, constitute an offer of New Options in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

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Offer

The Offer is being made to all holders of Listed MXROD Options with registered addresses, on the Record Date, in Australia or New Zealand (Eligible Optionholders).

In relation to the Offer, holders of Listed MXROD Options with registered addresses on the Record Date in places other than Australia or New Zealand, the Company has decided that it would be unreasonable to make the Offer to those Optionholders having regard to the number of Optionholders in each such place, the number and value of securities the holders would be offered and the costs of complying with legal requirements, and requirements of regulatory authorities, in each such place. Accordingly, holders of Listed MXROD Options with registered addresses on the Record Date in places other than Australia or New Zealand are not eligible to participate in or accept the Offer (Ineligible Optionholders).

Under the Offer, the New Options are not being offered to the public within New Zealand other than to existing holders of Listed MXROD Options with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).

This Prospectus has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

Custodians and nominees

The Company is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Listed MXROD Options. If any nominee or custodian is acting on behalf of a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Offer is compatible with applicable foreign laws.

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