Fargo Enterprises : Recompliance Prospectus

Fargo Enterprises Limited (to be renamed "Odessa Minerals Limited")

ACN 000 031 292

For personal use only

P R O S P E C T U S

For an offer of up to 300,000,000 Shares at an issue price of $0.02 each to raise up to $6 million (before costs) (Public Offer). The minimum subscription under the Public Offer is 250,000,000 Shares to raise $5 million (before costs).

The Public Offer includes a priority offer to Eligible Shareholders to subscribe for up to 150,000,000 Shares at an issue price of $0.02 each to raise up to $3 million under the Public Offer (Priority Offer).

This Prospectus is also being issued for the Secondary Offers, including the Consideration Offer, the KMP Offer and the Lead Manager Offer.

This is an important document and requires your immediate attention. It should be read in its entirety. Please consult your professional adviser(s) if you have any questions about this document.

Investment in the Securities offered pursuant to this Prospectus should be regarded as highly speculative in nature. Refer to Section 4 for a summary of the key risks associated with an investment in the Securities.

Lead Manager

only

Table of Contents

For personal use

Corporate Directory	3
Important Information	4
Letter from the Board	6
Key Offer Details	8
Indicative Timeline	9
Investment Overview	10
1	Overview of the Acquisition	25
1.1	Terms Sheet	25
1.2	Suspension and reinstatement on ASX	26
1.3	Annual General Meeting	27
2	Details of the Offers	28
2.1	Public Offer	28
2.2	Lead Manager	29
2.3	Secondary Offers	29
2.4	Conditional Offers	30
2.5	Capital structure	31
2.6	Applications	32

2.7 Allocation and allotment of Shares

	under the Public Offer	35
2.8	Key advisors' interests in Securities	35
2.9	Application Monies to be held in trust	36
2.10	Escrow arrangements	36
2.11	CHESS and issuer sponsorship	36
2.12	Reinstatement and Official Quotation	37
2.13	Risks	37
2.14	Overseas investors	37
2.15	Privacy disclosure	38
2.16	Taxation	38
2.17	Enquiries	38
3	Overview of the Company,	38
	Odessa and the Merged Group
3.1	Existing activities of the Company	38
3.2	The Merged Group	39
3.3	About Odessa	39
3.4	Proposed use of funds	48
3.5	Consideration for Acquisition	49
3.6	Board of Directors	50
3.7	Voting power of Odessa Shareholders	51
4	Risk Factors	51

4.1 Risks relating to the change in

nature and scale of activities

51

4.2 Specific risks applicable to

	the Merged Group	53
4.3	Mining Industry Risks	54
4.4	General risks	60
5	Financial Information	61
5.1	Introduction	61
5.2	Basis and method of preparation	62

5.3 Historical statement of profit or loss and other

comprehensive income (Odessa)

63

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5.4 Historical statement of profit or loss and other

comprehensive income (Fargo)

63

5.5 Historical statement of financial

position (Odessa)

65

5.6 Historical statement of financial

	position (Fargo)	65
5.7	Historical statement of cash flows (Odessa)	66
5.8	Historical statement of cash flows (Fargo)	67

5.9 Historical and Pro-forma statement

	of financial position	68
5.10	Notes to and Forming Part of the Historical	70
	Financial Information
6	Directors, Key Management	83
	and Corporate Governance
6.1	Board of Directors	83
6.2	Interests of Directors and	83
	Proposed Directors in Securities
6.3	Directors' remuneration	84

6.4 Transactions with entities in which

the Directors have an interest

84

6.5 Interests of Directors

	and Proposed Directors	85
6.6	Corporate Governance	85
7	Material Contracts	97
7.1	Introduction	97

7.2 Odessa material contracts and

	arrangements	97
7.3	Company material contracts	98
8	Additional Information	101
8.1	Rights and liabilities attaching to Shares	101

8.2 Terms and conditions of Consideration Options, Incentive

	Options and Lead Manager Options	102
8.3	Employee Securities Incentive Plan	104
8.4	Substantial Shareholders	108
8.5	Dividend Policy	108
8.6	Interests of experts and advisers	108
8.7	Consents	110
8.8	Expenses of the Offers	111
8.9	ASX waivers	111
8.10	Continuous disclosure obligations	112
8.11	Litigation	112
8.12	Electronic Prospectus	112
8.13	Documents available for inspection	112
8.14	Statement of Directors	113
9	Directors' Authorisation	113
10	Definitions	114
Schedule 1: Independent Limited	118
Assurance Report
Schedule 2: Solicitor's Report	124
Schedule 3: Independent Geologist's Report	179

For personal use only

Corporate Directory

Current Board of Directors

Mr Zane Lewis

Non-Executive Director

Dr Catriona Wallace

Non-Executive Director

Mr Phillip Coulson

Non Executive Director

Proposed Board of Directors

Mr Zane Lewis

Non Executive Chair

Dr Darren Holden

Non Executive Director

Ms Lisa Wells

Non Executive Director

Proposed CEO

Mr Alistair Stephens

Company Secretary

Mr Robbie Featherby

Registered Office

Fargo Enterprises Limited

Suite 1, 295 Rokeby Road Subiaco WA 6008

Phone: [phone]

Email: [e-mail]

Website: https://fargoenterprises.com.au

Lead Manager

Pursuit Capital

Level 1, 33 Ord Street

West Perth, WA, 6005

AFSL 339211

ASX Code

Current: FGO

Proposed: ODE

Auditor*

William Buck

Level 29, 66 Goulburn Street,

Sydney, NSW, 2000

Legal Adviser

Allens

Level 37, 250 St Georges Terrace

Perth WA 6000

Investigating Accountant

Hall Chadwick

Allendale Square

Level 11, 77 St Georges Terrace

Perth WA 6000

Share Registry*

Automic

Level 5, 126 Phillip Street

Sydney, NSW 2000

Phone (within Australia): 1300 288 664

Phone (outside Australia): [phone]

Odessa Auditor *

Hall Chadwick

Allendale Square

Level 11, 77 St Georges Terrace

Perth WA 6000

Independent Geologist

Burnt Shirt

PO Box 314

Northbridge WA 6865

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

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For personal use only

Important Information

Prospectus

This Prospectus is dated 18 November 2021 and was lodged with ASIC on that date. Neither ASIC nor ASX (or 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.

Within 7 days of the date of this Prospectus, the Company will make an application to ASX for the Shares offered pursuant to the Prospectus to be admitted for quotation on ASX.

Securities will not be issued pursuant to this Prospectus later than 13 months after the date of this Prospectus.

Persons wishing to apply for Securities pursuant to the Offers must do so using the applicable Application Form attached to or accompanying this Prospectus. Before applying for Securities potential investors should carefully read the Prospectus so that they can make an informed assessment of:

• the rights and liabilities attaching to the Securities;
• the assets and liabilities of the Company; and
• the Company's financial position and performance, profits and losses, and prospects.

Investors should carefully consider these factors in light of their own personal financial and taxation circumstances.

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

Risks

Any investment in the Company should be considered highly speculative. Before deciding to invest in the Company, potential investors should read the entire Prospectus and, in particular, in considering the prospects of the Company, potential investors should consider the risk factors that could affect the financial performance and assets of the Company. Investors should carefully consider these factors in light of their personal circumstances (including financial and taxation issues). The Securities offered by this

Prospectus should be considered highly speculative. Please refer to Section 4 for details relating to risk factors. Persons considering applying for Securities pursuant to the Prospectus should obtain professional advice from an accountant, stockbroker, lawyer or other adviser before deciding whether to invest.

Forward Looking Statements

This Prospectus contains forward-looking statements which incorporate an element of uncertainty or risk, such as 'intends', 'may', 'could', 'believes', 'estimates', 'targets' or 'expects'. These statements are based on an evaluation of current economic and operating conditions, as well as assumptions regarding future events. These events, as at the date of this Prospectus, are expected to take place, but there is no guarantee that such will occur as anticipated or at all given that many of the events are outside the Company's control.

Accordingly, the Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward- looking statements contained in this Prospectus will actually occur. Further, the Company may not update or revise any forward-looking statement if events subsequently occur or information subsequently becomes available that affects the original forward looking statement.

Exposure Period

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to applying for Securities. This examination may result in the identification of deficiencies in

this Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications for Securities under the Offers set out in this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period.

4 | O D E S S A M I N E R A L S

For personal use only

Re-compliance with Chapters 1 and 2 of the Listing Rules

The Acquisition will constitute a significant change to the nature and scale of the Company's activities. Pursuant to Listing Rule 11.1.3, the Company must re-comply with the admission requirements of Chapters 1 and 2 of the Listing Rules, as if applying for admission to the Official List. Accordingly, this Prospectus is issued for the purpose of satisfying Chapters 1 and 2 of the Listing Rules, as well as for the purpose of raising funds under the Public Offer.

Conditional Offers

The Offers contained in this Prospectus are conditional on certain events occurring. If these events do not occur, the Offers will not proceed and investors will be refunded their Application Monies without interest. Please refer to Section 2.4 for further details on the conditions attaching to the Offers.

Secondary Offers

This Prospectus also contains the Secondary Offers of Shares and Options. Please refer to Section 2.3 for further details.

Target Market Determination

In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of Options issued under this Prospectus. The Company and the Lead Managers will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company's website (https://fargoenterprises.com.au).

No forecast financial information

After considering ASIC Regulatory Guide 170, the Directors believe that reliable financial forecasts for the Company cannot be prepared, and accordingly, financial forecasts have not been included in this Prospectus.

Electronic Prospectus

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Forms. If you have not, please contact the Company at [e-mail] and the Company will send you, at no cost, either a hard copy or a further electronic copy of the Prospectus or both. Alternatively, you may obtain a copy of the Prospectus from the Company's website at https://fargoenterprises.com.au/.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

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 that the assets shown in them are owned by the Company. Diagrams used in this Prospectus may not be drawn to scale.

Competent Persons Statements

The information in this Prospectus that relates to technical assessment of the mineral assets of Odessa, including the exploration results included in Schedule 3, is based on, and fairly represents, information and supporting documentation prepared by Mr Jeremy Peters (BSc (ANU), BEng (Min, AWASM)), a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy and a Chartered Professional Geologist and Mining Engineer of that organisation. Mr Peters is an employee of Burnt Shirt. Mr Peters

has sufficient experience that is relevant to the technical assessment of the mineral assets under consideration, the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Practitioner as defined in the 2015 Edition of the Australasian Code for the Public Reporting of Technical Assessments and Valuations of Mineral Assets, and as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

Mr Peters consents to the inclusion of the matters based on his information in the form and context in which it appears in this Prospectus and has not withdrawn his consent before lodgement of this Prospectus with ASIC.

Miscellaneous

All references to "$", "A$", "AUD", "dollar" and "cents" are references to Australian currency unless otherwise stated. All references to time relate to the time in Perth, Western Australia unless otherwise stated.

A number of terms and abbreviations used in this Prospectus have defined meanings which appear in Section 10.

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