IPO Prospectus

Cosmo Gold Limited Website Prospectus Disclaimer

Important Information

You must read and accept this important notice before you attempt to access the electronic version of the prospectus and the supplementary prospectus through our website. The information on this page is not part of the prospectus and the supplementary prospectus. If you do not understand it, please consult your professional adviser without delay.

Lodgement of Prospectus and Supplementary Prospectus with ASIC

The prospectus relates to a proposed initial public offering of shares in Cosmo Gold Limited ACN 636 743 649 (Company). The initial public offer includes a priority offering of shares in the Company to eligible shareholders of 3D Resources Limited (Priority Offer) and an offer of shares to the general public (General Offer). The prospectus is dated 4 February 2021 and was lodged with the Australian Securities and Investments Commission (ASIC) on that date.

On 4 May 2021, the Company lodged a supplementary prospectus with the ASIC. The supplementary prospectus is:

1. a supplementary document for the purposes of section 719 of the Corporations Act 2001 (Cth) (Corporations Act); and
2. a refresh document as defined in section 724(3H) of the Corporations Act.

The prospectus dated 4 February 2021 and the supplementary prospectus dated 4 May 2021 are to be read together, and are collectively referred to as the “Prospectus”.

Neither ASIC nor ASX Limited, nor any of their respective officers, take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.

Applications for Shares

An application for shares by a member of the public under the General Offer, or by a 3D Resources Limited shareholder under the Priority Offer, can be made by completing the relevant General Offer or Priority Offer application form attached to or accompanied by the supplementary prospectus (Application Form) and then lodging the Application Form and the application monies in accordance with the details set out in the supplementary prospectus and the Application Form. The Company will not accept a completed Application Form if it has reason to believe that the Applicant has not received a complete and unaltered copy of the Prospectus.

The Corporations Act prohibits the Company from processing an application form for securities under the prospectus in the seven-day period after the date of lodgement of the prospectus with ASIC on 4 February 2021 (Exposure Period). This Exposure Period expired on 11 February 2021 (being seven days after lodgement of the prospectus dated 4 February 2021).

Applications must be made using the Application Form attached to or accompanying the supplementary prospectus. If the Application Form is not completed correctly it may still be treated as valid. The Directors’ decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Application Form, is final.

Electronic Prospectus

Any person accessing the electronic version of the Prospectus must be an Australian resident and must only access the Prospectus from within Australia. Persons who access the electronic version of the Prospectus should ensure that they download and read the entire Prospectus.
The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of the supplementary prospectus or it accompanies the complete and unaltered version of the Prospectus. Any person may obtain a hard copy of the Prospectus free of charge by contacting the Company. If you have received the Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by an Application Form. If you have not, please contact the Company so either a hard copy or a further electronic copy of the Prospectus or both can be sent to you for free.

No Advice

Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company and its securities and terms of the offer, including the merits and risks involved. You should consult your professional adviser for legal, business or tax advice.

Warning

For legal reasons, the electronic version of the Prospectus accessible through this website is available to persons accessing this website from within Australia only. If you are accessing this website from anywhere outside Australia, do not download, print or view the Prospectus. By accessing the Prospectus, you acknowledge and confirm that you are an Australian resident and are accessing the site from within Australia.

The Prospectus does not constitute an offer of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or make the offer. If you are outside Australia it is your responsibility to obtain all necessary approvals for the allotment and issue of shares pursuant to this Prospectus. The failure to comply with any applicable restrictions may constitute a violation of securities law in those jurisdictions. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals have been obtained.

The Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any US person (as defined in Regulations under the US Securities Act of 1933, as amended (US Securities Act)), and is not available to persons in the United States or to US persons. The securities in the offering have not been and will not be registered under the US Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States or to US persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state securities laws.

The documents and other media on the following pages (Information) have been prepared to comply with the requirements of the securities laws of Australia, and for use and distribution only in Australia. The Information must not be released or distributed in the United States or to, or for the account or benefit of, any person in the United States, or in any jurisdiction outside of Australia where distribution may be restricted by law. The Information does not constitute an offer of securities in the United States or to, or for the account or benefit of, any person in the United States, or to any person to whom it would not be lawful outside Australia. The securities referred to in the Information have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction of the United States. Any securities described in, or sold pursuant to, the Information may not be offered or sold in the United States or to, or for the account or benefit of, any person in the United States absent registration under the Securities Act or pursuant to an applicable exemption from, or a transaction not subject to, such registration, or to any person to whom it would not be lawful outside Australia.

By clicking the ‘submit’ button below and accessing the Prospectus on this website, you acknowledge that you have read and accept the terms set out in this notice and represent, warrant and agree that: