Whitebark Energy : Prospectus - Non-Renounceable Issue

For personal use only

WHITEBARK ENERGY LIMITED

ACN 079 432 796

ENTITLEMENT ISSUE PROSPECTUS

For a non-renounceable entitlement issue of 1 (one) Share for every 2 (two) Shares held by those Shareholders registered at the Record Date at an issue price of $0.002 per Share together with 1 (one) free attaching Option for every 2 (two) Shares applied for and issued to raise up to $4,373,125.55 (based on the number of Shares on issue as at the date of this Prospectus) (Offer).

Adelaide Equity Partners Limited (AEP) has been enaged to provide corporate advisory and investor relations services with respect to the Offer.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If, after reading this Prospectus you have any questions about the Shares being offered under this Prospectus or any other matter, then you should consult your professional advisers without delay.

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

For personal use only

I MP O R TA N T N O TI C E

This Prospectus is dated 10 March

reliance on the Financial Markets

The

taxation

treatment

of

2022 and was lodged with the

Conduct

(Incidental

Offers)

Australian

financial

products is

ASIC on that date. The ASIC, the

Exemption Notice 2021.

not the same as for New Zealand

ASX

and

their

officers

take

no

This

document

has

been

financial products.

If

you

are

responsibility for the contents of

uncertain

about

whether

this

prepared

in

compliance

with

this

Prospectus

or the merits of

investment

is

appropriate

for

Australian law and has not been

the

investment

to

which

this

you, you should seek the advice

registered, filed with or approved

Prospectus relates.

of

an

appropriately

qualified

by any New Zealand regulatory

financial adviser.

No Shares may be issued on the

authority

under

the

Financial

basis of this Prospectus later than

Markets Conduct Act 2013.

This

The Offer may involve a currency

13 months after the date of this

document is not a product

exchange risk. The currency for

Prospectus.

disclosure statement under New

the financial products is not New

No person is authorised to give

Zealand law and is not required

Zealand dollars. The value of the

to, and may not, contain all the

financial products will go up or

information

or

to

make

any

information

that

a

product

down according to changes in

representation

in

connection

disclosure statement under New

the exchange rate between that

with this Prospectus, which is not

Zealand

law

is

required

to

currency

and

New

Zealand

contained in the Prospectus. Any

contain.

dollars.

These changes may be

information or representation not

significant.

so contained may not be relied

Information

for

New

Zealand

on as having been authorised by

Residents

If you expect the financial

the Company in connection with

The Offer

to

New

Zealand

products to pay any amounts in

this Prospectus.

a currency

that

is

not

New

investors

is

a

regulated

offer

Zealand dollars, you may incur

It is important that you read this

made under Australian and New

significant

fees

in

having

the

Prospectus in its entirety and seek

Zealand law.

In Australia, this is

funds

credited

to

a

bank

professional

advice

where

Chapter

8

of

the

Corporations

account in New Zealand in New

necessary. The Shares the subject

Act and regulations made under

Zealand dollars.

of this Prospectus should be

that Act. In New Zealand, this is

considered as highly speculative.

subpart 6 of Part 9 of the

If the financial products are able

Reinstatement Prospectus

Financial Markets Conduct Act

to

be

traded

on

a

financial

2013 and Part 9 of the Financial

product market and you wish to

This Prospectus is a reinstatement

Markets

Conduct

Regulations

trade

the

financial

products

prospectus for the purposes of

2014.

through that market, you will

satisfying the ASX requirements

The Offer and the content of this

have to make arrangements for

for re-quotation to the Official List

a participant in that market to

Prospectus

are

principally

following

the suspension of

the

sell the financial products on your

governed by

Australian

rather

Company's Shares from trading

behalf.

If the financial product

than New Zealand law.

In the

on 14 January 2021.

market does not operate in New

main, the Corporations Act and

Zealand, the way in which the

No offering where offering would

the regulations made under that

market operates, the regulation

be illegal

Act set out how the Offer must

of participants

in

that

market,

The distribution of this Prospectus

be made.

and the information available to

There are differences in how

you about the financial products

in jurisdictions

outside

Australia

and New Zealand may be

financial products are regulated

and trading may differ from

restricted by law and persons

under

Australian

law.

For

financial product

markets

that

who come into possession of this

example, the disclosure of fees

operate in New Zealand.

Prospectus should observe any

for

managed

investment

US securities law matters

such restrictions.

Any failure to

schemes is different under the

comply

with

such

restrictions

Australian regime.

This

Prospectus

does

not

may constitute

a

violation of

The

rights,

remedies,

and

constitute

an offer to

sell,

or a

applicable

securities

laws.

No

solicitation

of

an offer to

buy,

compensation

arrangements

action has been taken to register

securities in the US. In particular,

available

to

New

Zealand

or

qualify

these

Shares

the

the Shares have not been, and

investors

in

Australian

financial

subject of

this

Prospectus

or

will not be, registered under the

products

may

differ

from

the

otherwise

permit

a

public

United States Shares Act of 1933,

rights,

remedies,

and

offering of the Shares the subject

as amended (the US

Securities

compensation arrangements for

of

this

Prospectus

in

any

Act), and may not be offered or

New Zealand financial products.

jurisdiction outside Australia. As a

sold in the United States except in

result, the new Shares may not

Both the Australian and New

transactions exempt from, or not

be offered or sold outside

Zealand

financial

markets

subject

to,

the

registration

Australia,

except

for New

regulators

have

enforcement

requirements of the US Securities

Zealand to the extent provided

responsibilities in relation to the

Act.

below.

Offer.

If you need to make a

Each applicant will be taken to

complaint

about

the

Offer,

The new Shares are not being

have

represented,

warranted

please

contact

the

Financial

offered to the public within New

and agreed as follows:

Markets Authority, New Zealand

Zealand

other

than

to

existing

(http://www.fma.govt.nz).

The

(a)

it

understands

that

the

shareholders of

the

Company

Australian

and

New

Zealand

Shares have not been, and

with registered addresses in New

regulators will

work

together to

will not be, registered under

Zealand

to

whom the

offer of

settle your complaint.

the US

Securities Act

and

these securities is being made in

may not be offered, sold or

4331-01/2859717_26

i

For personal use only

resold in the US, except in a

was not provided together with

payment of dividends or the

transaction

exempt

from,

the

electronic

Prospectus

and

future value of the Shares. Refer

or

not

subject

to,

any

relevant supplementary or

to Section D of the Investment

registration

under the

US

replacement prospectus or any

Overview as well as Section 7 for

Securities

Act

and

any

of

those

documents

were

details relating to some of the

other applicable securities

incomplete or altered.

key risk factors that should be

laws;

Target Market Determination

considered

by

prospective

investors.

There

may

be

risk

(b) it is not in the United States;

In accordance with the design

factors in addition to these that

(c) it has not and will not send

and

distribution

obligations

should be considered in light of

this Prospectus or any other

under the Corporations Act, the

your personal circumstances.

material

relating

to

the

Company

has

determined

the

Forward-looking statements

Offer to any person in the

target market for the offer of

United States; and

Options

issued

under

this

This Prospectus contains forward-

(d)

it will not offer or resell the

Prospectus.

The Company and

looking statements

which

are

AEP

will

only

distribute

this

identified

by

words

such

as

Shares in the United States

Prospectus

to

those

investors

'may',

'could',

'believes',

or in any other jurisdiction

who fall within the target market

'estimates',

'targets',

'expects',

outside Australia.

determination (TMD) as set out

or 'intends' and other similar

Target Market Determination

on

the

Company's

website

words that involve risks and

In accordance with the design

(www.whitebarkenergy.com). By

uncertainties.

making an application under the

These statements are based on

and

distribution

obligations

Offer, you warrant that you have

under the Corporations Act, the

read and understood the TMD

an

assessment

of

present

Company

has

determined

the

and that you fall within the target

economic

and

operating

target market for the offer of

market set out in the TMD.

conditions, and on a number of

Options

issued

under

this

Company Website

assumptions

regarding

future

Prospectus.

The Company AEP

events and actions that, as at the

will only distribute this Prospectus

No

document

or

other

date

of

this

Prospectus,

are

to those investors who fall within

expected to take place.

information

available

on

the

the target market determination

Company's

website

is

Such forward-looking statements

(TMD)

as

set

out

on

the

incorporated into this Prospectus

are

not

guarantees

of future

Company's

website

by reference.

performance and involve known

(www.whitebarkenergy.com).

and unknown risks, uncertainties,

By making an application under

No cooling-off rights

assumptions and other important

the Offer, you warrant that you

Cooling-off rights do not apply to

factors,

many

of

which

are

have read and understood the

an investment

in

Shares

issued

beyond

the

control

of

the

TMD and that you fall within the

under the Prospectus. This means

Company, the Directors and the

target market set out in the TMD.

that, in most circumstances, you

Company's management.

Electronic Prospectus

cannot

withdraw

your

The Company cannot and does

application

once it

has

been

A copy of this Prospectus can be

not give any assurance that the

accepted.

downloaded from the website of

results,

performance

or

the

Company

at

No Investment Advice

achievements

expressed

or

https://www.whitebarkenergy.c

The information contained in this

implied by the forward-looking

om/. If you are accessing the

statements

contained

in

this

electronic

version

of

this

Prospectus

is

not

financial

Prospectus

will

actually occur

Prospectus for the purpose of

product

advice

or

investment

and investors are cautioned not

making an investment in the

advice and does not take into

to place undue reliance on

Company, you must be an

account

your

financial

or

these

forward-looking

Australian

or

New

Zealand

investment

objectives,

financial

statements.

resident

and

must only access

situation

or

particular

needs

The Company has no intention to

(including

financial

or

taxation

this

Prospectus

from

within

issues).

You

should

seek

update or revise forward-looking

Australia or New Zealand.

professional

advice

from

your

statements,

or

to

publish

The

Corporations Act

prohibits

accountant,

financial

adviser,

prospective financial information

any person passing onto another

stockbroker,

lawyer

or

other

in the future, regardless of

person

an

Application

Form

professional

adviser

before

whether new information, future

unless it is attached to a hard

deciding to subscribe for Shares

events or any other factors affect

copy of this Prospectus or it

under

this

Prospectus

to

the information contained in this

accompanies the complete and

determine whether it meets your

Prospectus,

except

where

unaltered

version

of

this

objectives,

financial

situation

required by law.

Prospectus.

You may obtain a

and needs.

These

forward-looking

hard copy of this Prospectus free

Risks

statements are subject to various

of charge

by

contacting

the

risk factors that could cause the

Company by phone on 08 8232

You should read this document in

Company's

actual

results

to

8800 during office hours or by

its entirety and, if in any doubt,

differ materially from the results

emailing

the

Company

at

consult your professional advisers

expressed or anticipated in these

[e-mail].

before

deciding

whether

to

statements. These risk factors are

The Company reserves the right

apply for Shares. There are risks

set out in Section 7.

not

to

accept

an

Application

associated with an investment in

Financial Forecasts

the

Company.

The

Shares

Form from

a

person

if

it

has

offered

under

this

Prospectus

reason to believe that when that

The

Directors

have

considered

carry no guarantee with respect

person was given access to the

the

matters

set out

in ASIC

to return on capital investment,

electronic

Application

Form, it

Regulatory

Guide

170

and

4331-01/2859717_26

ii

For personal use only

believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company

are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of

potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

Competent Persons statement

The information in the Investment Overview Section of the Prospectus, included at Section 3, the Company and Projects Overview, included at Section 5,

and the Independent Geotechnical Report, included at Annexure A of the Prospectus, which relate to exploration targets, exploration results, mineral resources or ore reserves is based on information compiled by Dr Simon Brealey. Dr Brealey has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' (the JORC Code). Dr Brealey is the Company's Interim Chief Executive Officer. Dr Brealey consents to the inclusion of the information in these Sections of the Prospectus in the form and context in which it appears.

Continuousdisclosure obligations

Following admission of the Company to the Official List, the Company will be a "disclosing entity" (as defined in section 111AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Shares.

Price sensitive information will be publicly released through ASX before it is disclosed to

Shareholders and market participants. Distribution of other information to Shareholders and market participants will also be

managed through disclosure to

the ASX. In addition, the

Company will post this information on its website after

the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

Clearing House Electronic Sub-

Register System (CHESS) and

Issuer Sponsorship

The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

Definitions and Time

Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the

Corporations Act and capitalised terms have the meaning given in the Glossary in Section 12.

All references to time in this Prospectus are references to Australian Central Time.

Privacy statement

If you complete an Application Form, you will be providing personal information to the

Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate

distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your Shares in the context of takeovers, regulatory bodies including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the share registry.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offer or how to accept the Offer please call the Company Secretary on [phone].

4331-01/2859717_26

iii

C O R P O R A TE D I R E C TO R Y

personal use only

Directors

Duncan Gordon

Chairman

Matthew White

Director

Giustino Guglielmo

Director

Company Secretary

Kaitlin Smith

Chief Executive Officer

Simon Brealey

Registered Office

20D William Street NORWOOD SA 5067

Principle place of business

20D William Street NORWOOD SA 5067

Telephone: + 61 8 6555 6000

Email:[e-mail]

Website:www.whitebarkenergy.com

Australian legal advisers

Steinepreis Paganin

Level 4, The Read Buildings

16 Milligan Street

PERTH WA 6000

Investigating Accountant

UHY Haines Norton Corporate Finance Pty

Limited

Level 11, 1 York Street

SYDNEY NSW 2000

Auditor*

UHY Haines Norton

Level 11, 1 York Street

SYDNEY NSW 2000

Independent Geologist

Kevin D Angus

KDAngus Corp, Alberta, Canada

Corporate Advisor

Adelaide Equity Partners Limited

Ground Floor

70 Hindmarsh Square

ADELAIDE SA 5000

Telephone: + 61 08 8232 8800

Share Registry*

Computershare Investor Services Pty Limited

Level 5, 115 Grenfell Street

ADELAIDE SA 5000

Telephone: [phone]

Facsimile: +(61) 8 8236 2305

Canadian legal advisers

Jamieson Laurin + Co

23 White Avenue

BRAGG CREEK AB T0L 0K0

For

• This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.

/1283_10

iv