ECS Botanics : Prospectus

For personal use only

ECS Botanics Holdings Limited

(ACN 009 805 298)

Prospectus

For an offer of up to 10,000 Listed Options to remove trading restrictions on the sale of all Listed

Options issued by the Company prior to the Closing Date (Offer).

The Offer is not underwritten.

The Offer closes at 5.00pm (WST) on 11 January 2022.

Important Notice

This is an important document and should be read in its entirety.

This Prospectus is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act. If you have any queries about any part of the Prospectus, please contact your professional adviser without delay. The Listed Options offered by this Prospectus should be considered speculative.

This Prospectus has been prepared primarily for the purposes of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Listed Options to be issued by the Company prior to the Closing Date.

Corporate Directory

	Directors
only	Alexander Keach (Managing Director)
David McCredie (Non-Executive Chairman)
Jeremy King (Non-Executive Director)
	Michael Nitsche (Non-Executive Director)
	Nan-Maree Schoerie (Executive Director)
	Company Secretary
	Mauro Piccini
	Registered Office
	Suite 2, Level 15
	3 Spring Street
	Sydney NSW 2000
	Telephone: [phone]
useEmail: [e-mail]
personalFor	Website: https://www.ecs-botanics.com/
ASX Code

ECS

Share Registry*

Computershare Investor Services Pty Ltd

Level 11, 172 St Georges Terrace

Perth, WA 6000

Telephone: [phone]

Solicitors

Nova Legal

Level 2, 50 Kings Park Road

West Perth WA 6005

Auditor*

BDO Audit (WA) Pty Ltd

38 Station Street

Subiaco WA 6008

• These parties are included for information purposes only. They have not been involved in the preparation of this Prospectus.

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Contents

For personal use only

IMPORTANT INFORMATION.........................................................................................................	4
TIMETABLE AND IMPORTANT DATES........................................................................................	6
1.	DETAILS OF THE OFFER ..................................................................................................	7
2.	RISK FACTORS................................................................................................................	11
3.	PURPOSE AND EFFECT OF THE OFFER.......................................................................	19
4.	RIGHTS ATTACHING TO SECURITIES...........................................................................	21
5.	ADDITIONAL INFORMATION ..........................................................................................	26
6.	DIRECTOR'S CONSENT ..................................................................................................	32
7.	DEFINITIONS....................................................................................................................	33

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IMPORTANT INFORMATION

For personal use only

GENERAL

This Prospectus is dated 6 January 2022 and was lodged with ASIC on that date. Neither ASIC nor ASX, nor any of their officers, take any responsibility for the contents of this Prospectus.

This Prospectus expires 13 months from the date it was lodged with ASIC. No securities will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. An application will be made to ASX within 7 days after the date of this Prospectus for the quotation of the Listed Options the subject of this Prospectus.

In preparing this Prospectus, regard has been had to the fact that 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 advisers. This Prospectus is issued pursuant to section 713 of the Corporations Act. Section 713 allows the issue of a more concise prospectus in relation to an offer of continuously quoted securities or options to acquire continuously quoted securities. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all information that would be included in a prospectus for an initial public offering.

This document is important and it should be read in its entirety. The Listed Options to be issued pursuant to this Prospectus should be viewed as a speculative investment and investors should refer to the Section 2 for details of certain risk factors which are considered to be relevant for the purposes of the Offer. Investors should consult their stockbroker, solicitor, accountant or other professional adviser if necessary.

No person is authorised to give any information or to make any representation in relation to the Offer which is not contained in this Prospectus and any such information may not be relied upon as having been authorised by the Directors.

A copy of this Prospectus can be downloaded from the Company's website at https://www.ecs- botanics.com/. The offer constituted by an electronic version of this Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia. A hard copy of this Prospectus may be obtained by contacting the Company.

A number of terms and abbreviations used in this Prospectus have defined meanings set out in Section 7.

OVERSEAS INVESTORS

The distribution of this Prospectus in jurisdictions outside of Australia or New Zealand may be restricted by law and therefore persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the applicable securities law.

This Prospectus does not, and is not intended to, constitute an offer of securities in any jurisdiction where, or to any person to whom, it would be unlawful to make such an offer or issue. This Prospectus has not been, nor will it be lodged, filed or registered with any regulatory authority under the securities laws of any other country.

RISK FACTORS

Refer to Section 2 for details of the risks associated with an investment in the Company. As with any securities investment, there are risks associated with investing in the Company. Investors should be aware that an investment in the Company involves risks that may be greater than risks associated with an investment in some other companies. The principal risks that could affect the financial and

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For personal use only

market performance of the Company are detailed in Section 2 of this Prospectus. The Listed Options on offer under this Prospectus should be considered speculative. Accordingly, before deciding to invest in the Company, investors should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice.

The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which they can be effectively managed is limited.

Risks of investing in the Company's existing assets and general risks are set out in Section 2 of this Prospectus.

Careful consideration should be given to all matters raised in this Prospectus and the relative risk factors prior to applying for Listed Options offered under this Prospectus. Investors should consider the risk factors described in Section 2, together with the information contained elsewhere in this Prospectus, before deciding whether to apply for Listed Options.

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