Prospectus and Supplementary with Application Form

For personal use only

DRAGON MOUNTAIN GOLD LIMITED

ACN 111 005 282

SUPPLEMENTARY PROSPECTUS

1. IMPORTANT INFORMATION

This is a supplementary prospectus (Supplementary Prospectus) which supplements and is intended to be read with the prospectus dated 29 September 2021 (Prospectus) issued by Dragon Mountain Gold Limited (ACN 111 005 282) (Company).

This Supplementary Prospectus is dated 11 October 2021 and was lodged with the ASIC on that date.

The ASIC, the ASX and their respective officers take no responsibility for the contents of this Supplementary Prospectus.

This Supplementary Prospectus should be read together with the Prospectus. Other than as set out below, all details in relation to the Prospectus remain unchanged. Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail.

This Supplementary Prospectus will be issued with the Prospectus as an electronic prospectus, copies of which can be downloaded from the website of the Company at www.dragonmountain.com.au.

This is an important document and should be read in its entirety. If you do not understand it, you should consult your professional advisers without delay.

The Directors believe that the changes in this Supplementary Prospectus are not materially adverse from the point of view of an investor. Accordingly, no action needs to be taken if you have already subscribed for new Shares under the Prospectus.

1. PURPOSE OF THIS DOCUMENT
   In section 2 of the Prospectus, the Company confirmed that it had requested the ASX to extend the deadline to satisfy the Reinstatement Conditions from 30 September 2021 to 31 December 2021.
   The purpose of this Supplementary Prospectus is to confirm that ASX has granted the Company the requested extension to the deadline for the Company to satisfy the Reinstatement Conditions.
2. REINSTATEMENT DEADLINE
   The Company confirms that it now has until 31 December 2021 to satisfy the Reinstatement Conditions.
   If the Company fails to satisfy the Reinstatement Conditions by 31 December 2021, the Company will be removed from the Official List at the commencement of trade on Tuesday, 4 January 2022.

This Supplementary Prospectus dated 11 October 2021 is intended to be read with the Prospectus issued by Dragon
Mountain Gold Limited (ACN 111 005 282) dated 29 September 2021.	1

For personal use only

1. CONSENTS
   The Company confirms that as at the date of this Supplementary Prospectus, each of the parties that have been named as having consented to being named in the Prospectus have not withdrawn that consent.
2. DIRECTORS' AUTHORISATION
   This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.
   In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Supplementary Prospectus with the ASIC.
   Robert Gardner
   For and on behalf of
   Dragon Mountain Gold Limited

This Supplementary Prospectus dated 11 October 2021 is intended to be read with the Prospectus issued by Dragon
Mountain Gold Limited (ACN 111 005 282) dated 29 September 2021.	2

For personal use only

DRAGON MOUNTAIN GOLD LIMITED

ACN 111 005 282

PROSPECTUS

For an offer of up to 40,000,000 Shares at an issue price of $0.05 per Share to raise up to $2,000,000 (Offer).

IMPORTANT NOTICE

This document is important and should be read in its entirety. If, after reading this Prospectus you have been 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 M P O R T ANT NOTICE

This

Prospectus

is

dated

(b) it is not in the United States;

No Investment Advice

29 September

2021

and

was

(c) it has not and will not send

The information contained in this

lodged

with the

ASIC

on

that

this Prospectus or any other

Prospectus

is

not

financial

date. The ASIC, the ASX and their

material

relating

to

the

product

advice

or

investment

officers take no responsibility for

Offer to any person in the

advice and does not take into

the contents of this Prospectus or

United States; and

account

your

financial

or

the merits of the investment to

investment objectives, financial

which this Prospectus relates.

(d)

it will not offer or resell the

situation

or

particular

needs

No Shares may be issued on the

Shares in the United States

(including

financial

or taxation

or in any other jurisdiction

basis of this Prospectus later than

issues).

You

should

seek

outside Australia.

13 months after the date of this

professional

advice

from

your

Prospectus.

Electronic Prospectus

accountant,

financial

adviser,

No person is authorised to give

A copy of this Prospectus can be

stockbroker,

lawyer

or

other

professional

adviser

before

information or to make any

downloaded from the website of

deciding to subscribe for Shares

representation

in

connection

the

Company

at

under

this

Prospectus

to

with this Prospectus, which is not

www.dragonmountain.com.au.

determine whether it meets your

contained in the Prospectus. Any

If you are accessing the

objectives,

financial

situation

information or representation not

electronic

version

of

this

and needs.

so contained may not be relied

Prospectus for the purpose of

on as having been authorised by

making

an

investment in

the

Risks

the Company in connection with

Company, you must be an

this Prospectus.

Australian resident and must only

You should read this document in

It is important that you read this

access

this

Prospectus

from

its entirety and, if in any doubt,

within Australia.

consult your professional advisers

Prospectus in its entirety and seek

before

deciding

whether

to

professional

advice

where

The

Corporations

Act

prohibits

apply for Shares. There are risks

necessary. The Shares the subject

any person passing onto another

associated with an investment in

of this

Prospectus

should

be

person

an

Application

Form

the

Company.

The

Shares

considered as highly speculative.

unless it is attached to a hard

offered

under

this

Prospectus

Reinstatement Prospectus

copy of this

Prospectus

or it

carry no guarantee with respect

accompanies the complete and

to return on capital investment,

This Prospectus is a reinstatement

unaltered

version

of

this

payment

of

dividends

or

the

prospectus for the purposes of

Prospectus.

You may obtain a

future value of the Shares. Refer

satisfying the ASX requirements

hard copy of this Prospectus free

to Section D of the Investment

for re-quotation to the Official List

of

charge

by

contacting

the

Overview as well as Section 7 for

following the suspension of the

Company

by

phone

on

details

relating

to some

of

the

Company's Shares from trading

+61 8 6141

3500

during

office

key

risk

factors

that

should

be

by the ASX on 13 June 2019.

hours

or

by

emailing

the

considered

by

prospective

Company

at

US securities law matters

investors.

There

may

be

risk

[e-mail].

factors in addition to these that

This

Prospectus

does

not

The Company reserves the right

should be considered in light of

constitute an offer to sell, or a

not

to

accept an Application

your personal circumstances.

solicitation of

an

offer

to

buy,

Form from

a

person

if it

has

Forward-looking statements

securities in the US. In particular,

reason to believe that when that

the Shares have not been, and

person was given access to the

This Prospectus contains forward-

will not be, registered under the

electronic Application

Form, it

looking

statements

which

are

United States Shares Act of 1933,

was not provided together with

identified

by

words

such

as

as amended (the US Securities

the

electronic

Prospectus

and

'may',

'could',

'believes',

Act), and may not be offered or

any relevant

supplementary or

'estimates', 'targets',

'expects',

sold in the United States except in

replacement prospectus or any

or

'intends'

and other

similar

transactions exempt from, or not

of

those

documents

were

words

that

involve

risks

and

subject

to,

the

registration

incomplete or altered.

uncertainties.

requirements of the US Securities

Company Website

Act.

These statements are based on

Each applicant will be taken to

No

document

or

other

an

assessment

of

present

economic

and

operating

have

represented,

warranted

information

available

on

the

conditions, and on a number of

and agreed as follows:

Company's

website

is

assumptions

regarding

future

incorporated into this Prospectus

(a)

it

understands

that

the

events and actions that, as at the

by reference.

Shares have not been, and

date of this Prospectus, are

will not be, registered under

No cooling-off rights

expected to take place.

the US Securities Act

and

Cooling-off rights do not apply to

Such forward-looking statements

may not be offered, sold or

an

investment

in

Shares

issued

are

not

guarantees

of

future

resold in the US, except in a

under the Prospectus. This means

performance and involve known

transaction

exempt from,

that, in most circumstances, you

and unknown risks, uncertainties,

or

not

subject

to,

cannot

withdraw

your

assumptions and other important

registration

under

the US

application

once

it has

been

factors,

many

of

which

are

Securities

Act

and

any

accepted.

beyond

the

control

of

the

other applicable securities

Company, the Directors and the

laws;

Company's management.

3495-05/2733712_18

i

For personal use only

The Company cannot and does

Agricola Mining Consultants Pty

changes in their security holding

not give any assurance that the

Ltd. Malcolm Castle consents to

in the Company during the

results,

performance

or

the inclusion of the information in

preceding month.

achievements

expressed

or

these Sections of the Prospectus

Photographs and Diagrams

implied by the forward-looking

in the form and context in which

statements

contained

in

this

it appears.

Photographs

used

in

this

Prospectus

will

actually

occur

Continuous

disclosure

Prospectus which do not have

and investors are cautioned not

descriptions are

for

illustration

obligations

to place undue reliance on

only and should not be

these

forward-looking

The Company is a "disclosing

interpreted to mean that any

statements.

entity"

(as

defined

in

person

shown

endorses

the

The Company has no intention to

section 111AC

of

the

Prospectus or its contents or that

Corporations Act) and, as such,

the assets

shown in

them

are

update or revise forward-looking

will

be

subject

to

regular

owned

by

the

Company.

statements,

or

to

publish

reporting

and

disclosure

Diagrams used in this Prospectus

prospective financial information

obligations.

Specifically, like all

are illustrative only and may not

in

the

future,

regardless

of

listed companies, the Company

be drawn to scale.

whether new information, future

is

required

to

continuously

events or any other factors affect

Definitions and Time

disclose any information it has to

the information contained in this

the market which a reasonable

Unless

the

contrary

intention

Prospectus,

except

where

required by law.

person would expect to have a

appears or the context otherwise

material effect on the price or

requires,

words

and

phrases

These

forward

looking

the value of the Shares.

contained

in

this

Prospectus

statements are subject to various

Price

sensitive

information

is

have

the same

meaning

and

risk factors that could cause the

interpretation

as

given

in

the

publicly

released

through

ASX

Company's

actual

results

to

Corporations

Act

and

before

it

is

disclosed

to

differ materially from the results

capitalised

terms

have

the

Shareholders

and

market

expressed or anticipated in these

meaning given in the Glossary in

participants. Distribution of other

statements. These risk factors are

Section 12.

information to Shareholders and

set out in Section 7.

market participants is managed

All references to time in this

Financial Forecasts

through disclosure to the ASX. In

Prospectus

are

references

to

The

Directors

have

considered

addition, the Company will post

Australian

Western

Standard

this

information

on

its

website

Time.

the

matters

set

out

in

after the ASX confirms an

ASIC Regulatory Guide 170 and

Privacy statement

announcement has been made,

believe that they do not have a

with

the

aim

of

making

the

If you complete an Application

reasonable

basis

to

forecast

information readily accessible to

future earnings on the basis that

Form,

you

will

be

providing

the widest audience.

the operations of the Company

personal

information

to

the

are

inherently

uncertain.

Clearing House Electronic Sub-

Company.

The

Company

Accordingly,

any

forecast

or

Register

System

(CHESS)

and

collects, holds and will use that

projection

information

would

Issuer Sponsorship

information

to

assess

your

contain such a broad range of

The Company will apply to

application, service your needs

potential

outcomes

and

as a Shareholder and to facilitate

possibilities that it is not possible

participate in CHESS, for those

distribution

payments

and

to prepare a reliable best

investors who have, or wish to

corporate

communications

to

estimate forecast or projection.

have, a sponsoring stockbroker.

you as a Shareholder.

Competent Persons statement

Investors who do not wish to

The information may also be

participate through CHESS will be

The information in the Investment

issuer

sponsored

by

the

used from time to time and

Company.

disclosed to persons inspecting

Overview

Section

of

the

Electronic sub-registers mean

the register, including bidders for

Prospectus,

included

at

your Shares in the context of

Section 3,

the

Company and

that the Company will not be

takeovers,

regulatory

bodies

Projects

Overview,

included

at

issuing

certificates

to

investors.

including the Australian Taxation

Section 5, and the Independent

Instead,

investors

will

be

Office,

authorised

securities

Technical

Assessment

Report,

provided with statements (similar

brokers,

print

service

providers,

included at Annexure A of the

to a bank account statement)

mail houses and the share

Prospectus,

which

relate

to

that set out the number of Shares

registry.

exploration

targets,

exploration

issued to them under this

You can access, correct and

results, mineral resources or ore

Prospectus.

The notice will also

reserves is based on information

advise holders of their Holder

update the personal information

compiled

by

Malcolm

Castle.

Identification Number or Security

that we hold about you. If you

Malcolm

Castle has

sufficient

Holder Reference Number and

wish to do so, please contact the

experience which is relevant to

explain, for future reference, the

share registry at the relevant

the style of mineralisation and

sale

and

purchase

procedures

contact number set out in this

type

of

deposit

under

under

CHESS

and

issuer

Prospectus.

consideration and to the activity

sponsorship.

Collection,

maintenance

and

which he is undertaking to qualify

Electronic

sub-registers

also

disclosure

of

certain

personal

as

a

Competent

Person

as

mean

ownership

of

securities

information

is

governed

by

defined in the 2012 edition of the

can

be

transferred

without

legislation including the Privacy

'Australasian Code for Reporting

having

to

rely

upon paper

Act 1988

(as

amended),

the

of

Exploration

Results,

Mineral

documentation. Further monthly

Corporations

Act

and

certain

Resources

and

Ore Reserves'

statements will

be

provided

to

rules such as the ASX Settlement

(the JORC

Code).

Malcolm

holders if there have been any

Operating

Rules.

You

should

Castle is a full time employee of

3495-05/2733712_18

ii