Nelson Resources : Entitlements Issue Prospectus

For personal use only

Prospectus

Nelson Resources Limited

ACN 127 620 482

For a renounceable pro rata offer to Eligible Shareholders of approximately 77.72 million New Shares at an issue price of $0.025 per New Share on the basis of 2 New Shares for every existing 5 Shares held, together with 1 free attaching Option for every 2 New Shares issued, to raise up to approximately $1.94 million before issue costs.

Eligible Shareholders may, in addition to their Entitlement, apply for Shortfall Shares

ASX Code:

NES

The Offer is partially underwritten by Mahe Capital Pty Limited for $1,000,000.

This Prospectus provides important information about the Company. You should read the entire document including the Entitlement and Acceptance Form. If you have any questions about the New Shares being offered under this Prospectus, or any other matter relating to an investment in the Company, you should consult your professional adviser. An investment in the New Shares offered under this Prospectus is highly speculative.

This Prospectus is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the District of Columbia). This Prospectus is not an offer of securities for sale into the United States or to, or for the account or benefit of, US Persons. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons. No public offering of securities is being made in the United States.

		Important Notice
	This Prospectus is dated 24 January 2022 and was
	lodged with ASIC on that date. Application has been
only	made to ASX for quotation of the New Shares
offered under this Prospectus.
Neither ASIC, ASX nor any of their respective
officers take any responsibility for the contents of
this Prospectus or the merits of the investment to
which this Prospectus relates. No securities will be
allotted or issued on the basis of this Prospectus
later than 13 months after the date of this
Prospectus.
	Nature of this Prospectus
use	The New Shares which will be issued pursuant to this
Prospectus are in the same class of Shares that have
	been quoted on the official list of the ASX during
	the 12 months prior to the issue of this Prospectus.
	This Prospectus is a 'transaction specific
	prospectus' to which the special content rules
	under section 713 of the Corporations Act apply.
	That provision allows the issue of a more concise
	prospectus in relation to an offer of securities in a
personal	class which has been continuously quoted by ASX in
the 3 months prior to the date of the prospectus. In
general terms 'transaction specific prospectuses'
	are only required to contain information in relation
	to the effect of the issue of New Shares on the
	Company and the rights attaching to the New
	Shares. It is not necessary to include general
	information in relation to all of the assets and
	liabilities, financial position, profits and losses or
	prospects of the issuing company.
	This Prospectus contains information only to the
	extent to which it is reasonable for investors and
	their professional advisers to expect to find the
	information in it. It does not include all of the
	information that would be included in a prospectus
	for an initial public offer.
		Prospectus availability
	Eligible Shareholders can obtain a copy of this
	Prospectus during the Offer period on the
For	Company's	website	at
www.nelsonresources.com.auor by contacting the

Company. If you access an electronic copy of this Prospectus, you should ensure that you download and read the entire Prospectus.

The electronic copy of this Prospectus available from the Company's website will not include a personalised Entitlement and Acceptance Form. Eligible Shareholders will only be able to accept the Offer by following the instructions on a personalised Entitlement and Acceptance Form which accompanies this Prospectus an by making payment using BPAY® or EFT (refer to section 7.8 of this Prospectus for further information).

Prospectus (NES January 2022) (KPC00179822-008) FINAL

Foreign jurisdictions

The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are residents in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it should not be lawful to make such an offer.

Disclaimer of representations

No person is authorised to provide any information or make any representation in connection with the Offer which is not contained in this Prospectus.

Forward looking statements

This Prospectus contains forward looking statements that, despite being based on the Company's current expectations about future events, are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Directors. These known and unknown risks, uncertainties and assumptions, could cause actual results, performance or achievements to materially differ from future results, performance or achievements expressed or implied by forward- looking statements in this Prospectus. These risks, uncertainties and assumptions include, but are not limited to, the risks outlined in section 6 of this Prospectus. Forward-looking statements include those containing such words as 'anticipate', 'estimate', 'believe', 'should', 'will', 'may' and similar expressions.

Privacy

Please read the privacy information located in section 8.15 of this Prospectus. By submitting an Entitlement and Acceptance Form, you consent to the matters outlined in that section.

Definitions

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary.

Enquiries

If you have any questions please call the Company Secretary on [phone] at any time between 8.00am and 5.00pm (AWST) Monday to Friday until the Closing Date. Alternatively, consult your broker, accountant or other professional adviser.

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For personal use only

Table of Contents

1	TIMETABLE TO THE OFFER .................................................................................	4
2	KEY OFFER TERMS AND CAPITAL STRUCTURE...........................................................	4
3	CHAIRMAN'S LETTER ........................................................................................	5
4	INVESTMENT OVERVIEW AND KEY RISKS .................................................................	6
5	PURPOSE AND EFFECT OF THE OFFER....................................................................	9
6	RISK FACTORS ...............................................................................................	12
7	ACTIONS REQUIRED BY ELIGIBLE SHAREHOLDERS .....................................................	18
8	DETAILS OF THE OFFER ....................................................................................	21
9	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES .................................................	27
10	ADDITIONAL INFORMATION................................................................................	31
11	DIRECTORS' RESPONSIBILITY AND CONSENT............................................................	37
12	GLOSSARY ....................................................................................................	38
13	PRO FORMA STATEMENT OF FINANCIAL POSITION ....................................................	40

Corporate Directory

Directors			Company Secretary
Mr Warren Hallam	Non-executive Chairman	Stephen Brockhurst
Mr Adam Schofield	Executive Director
Mr Stephen Brockhurst	Non- executive Director	Website
			https://nelsonresources.com.au/
Registered Office		Share Registry*
Level 11, London House		Automic Registry Services Pty Limited
216 St Georges Terrace		Tel:	1300 288 664 (within Australia)
Perth WA	6000			[phone] (international)
Tel:	[phone]	Email:	[e-mail]
Email:	[e-mail]	www.automicgroup.com.au
Lead Manager and Underwriter
Mahe Capital Pty Limited (AFSL 517246)
Auditor*			Solicitor to the Offer
Criterion Audit Pty Limited	Atkinson Corporate Lawyers

*This party is named for informational purposes only and was not involved in the preparation of this Prospectus.

Prospectus (NES January 2022) (KPC00179822-008) FINAL

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For personal use only

1	TIMETABLE TO THE OFFER
Ex date - Shares trade ex Entitlement (Ex Date)	27 January 2022
Rights trading commences on a deferred settlement basis
Record date to determine Entitlement (Record Date)	28 January 2022
Prospectus with Entitlement and Acceptance Form dispatched	1	February 2022
Offer opens for receipt of Applications
Rights trading ends	8	February 2022
Closing date for acceptances	15	February 2022
Notify ASX of under-subscriptions	18	February 2022
Issue of New Shares	22	February 2022
Dispatch of shareholding statements
Normal trading of New Shares expected to commence	23	February 2022
Last date to issue Shortfall Shares (see section 8.6)		22 May 2022

Note: The Directors may extend the Closing Date by giving at least 3 Business Days' notice to ASX prior to the Closing Date, subject to such date being no later than 3 months after the date of this Prospectus. As such the date the New Shares are expected to continue trading on ASX may vary.

2	KEY OFFER TERMS AND CAPITAL STRUCTURE
		Underwritten	Full
		Amount	Subscription
Shares currently on issue	194,292,195	194,292,195
Total convertible securities currently on issue	75,345,797	75,345,797
New Shares offered under this Prospectus, on a 2 for 5 basis1	40,000,000	77,716,878
New Options offered under this Prospectus, on a 1 for 2 new Shares	20,000,000	38,858,439
basis2
Issue price per New Share	$0.025	$0.025
Amount raised under this Prospectus (before costs)1	$1,000,000	$1,942,922
Total Shares on issue following the Offer	234,292,195	272,009,073
Total convertible securities on issue following the Offer	95,345,797	114,204,236

1. This assumes no further Shares are issued prior to the Record Date
2. The Company has also agreed to issue the Lead Manager 1 New Option for every $1 raised under the Offer.

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Prospectus - Nelson Resources Limited

For personal use only

3 CHAIRMAN'S LETTER

Dear Shareholder,

On behalf of the Directors of Nelson Resources Limited I am pleased to offer you the opportunity to participate in a rights issue the Company is undertaking to raise approximately $1.94 million. The Company is also offering a free attaching Option, with an exercise price of $0.08, for every 2 Shares subscribed for. The Offer is partially underwritten by Mahe Capital for $1,000,000.

The Company believes the Offer is exceptionally priced and delivers a significant opportunity for current Shareholders and new investors.

During the last several years the Company has assembled a significant exploration portfolio of 1,682km² which has the real potential to deliver a number of substantial gold resources.

In the last 18 months the Company has delivered a number of successful geophysics and drill programs and has identified two new parallel mineralised gold structures at Socrates and intercepted what it believes to be a southern extension to the main Socrates structure. The Company has intersected 600m of a gold bearing system at its Grindall project which potentially extends for some 20kms through the Woodline tenure based on Geochemistry and Geophysical surveys.

The Company's ongoing exploration will continue to focus on defining the mineralisation zones at Socrates and on additional drilling along the 20km geochemical anomaly within the Woodline tenure package and the Company's other projects.

A review of the Company's Fortnum project has also indicated a very attractive prospective project which will be a focus of drilling in the near term.

The Company's flagship project is the 1,246km² Woodline Project located at the boundary of the Albany Fraser Oregon and the Yilgarn Craton. The Woodline Project contains:

• 60km of the Cundeelee Shear Zone which already consists of a known +20km gold geochemical and bedrock anomaly, hosted in the same geological structural setting as the 7.7 million-ounce Tropicana Gold mine1.
• 30km of significantly unexplored greenstones along the Norseman-Wiluna greenstone belt.
• A significant and unique holding within the confluence of the Keith-Kilkenny Fault / the Claypan Shear Zone and the Cundeelee Shear Zone. These three Shears have hosted many of the largest gold projects in Western Australia.
• Historical exploration expenditure of over $16 million by the Company, Sipa Resources, Newmont and MRG.

There are numerous risks in investing in resource exploration companies and in Nelson Resources, including exploration risk, access risk, permitting risk, metallurgy risk, commodity pricing and ongoing requirements for additional funding. Please refer to section 6 for additional details.

I recommend that you take up this attractive offer and thank you for your ongoing support as we continue the Company's expansion through the next phase of exploration.

Warren Hallam

Non-executive Chairman

Nelson Resources Limited

1 http://www.tropicanajv.com.au/irm/content/reserves-resource-statement1.aspx?RID=284

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Prospectus - Nelson Resources Limited