Peppermint Innovation : Disclosure Document

For personal use only

PEPPERMINT INNOVATION LIMITED

ACN 125 931 964

PROSPECTUS

For:

1. a pro-ratanon-renounceable offer to Eligible Shareholders of one Option for every ten Shares held on the Record Date to acquire one Share at an exercise price of $0.02 on or before 22 December 2021 (Bonus Option Offer); and
2. an offer to Eligible Shareholders of a further Option for every Bonus Option exercised prior to the Bonus Option Expiry Date to acquire one Share at an exercise price of $0.03 on or before 30 June 2023 (Additional Option Offer),

(together, the Offers).

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Shares being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Shares offered under this Prospectus should be considered speculative.

For personal use only

TABLE OF CO N TENTS
1.	CORPORATE DIRECTORY..........................................................................................	1
2.	TIMETABLE AND IMPORTANT NOTES ........................................................................	2
3.	DETAILS OF THE OFFERS............................................................................................	6
4.	PURPOSE AND EFFECT OF THE OFFERS .....................................................................	9
5.	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES .............................................	12
6.	RISK FACTORS ........................................................................................................	19
7.	ADDITIONAL INFORMATION ..................................................................................	27
8.	DIRECTORS' AUTHORISATION ................................................................................	35
9.	DEFINITIONS ...........................................................................................................	36

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1. CORPORATE DIRECTORY

Directors

Christopher Kain

Managing Director

Anthony Kain

Executive Director

Matthew Cahill

Non-executive Director

Chief Financial Officer

Michael van Uffelen

Company Secretary

Anthony Kain

Share Registry*

Computershare Investor Services Pty Ltd

Level 11

172 St Georges Terrace

PERTH WA 6000

Telephone: [phone]

Facsimile: [phone]

Registered Office

Level 2 East

The Wentworth Building

300 Murray Street

PERTH WA 6000

Telephone: + 61 8 6255 5504

Email: [e-mail]

Website: www.pepltd.com.au

ASX Code

PIL

Lawyers

Steinepreis Paganin

Lawyers and Consultants

Level 4, The Read Buildings

16 Milligan Street

PERTH WA 6000

Auditors*

RSM Australia Partners

Level 32

2 The Esplanade

PERTH WA 6000

For personal

• These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only.

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2. TIMETABLE AND IMPORTANT NOTES

2.1	Timetable
	Action		Date
	Appendix 3B lodged at ASX		29 November 2021
	Lodgement of Prospectus at ASIC and ASX		29 November 2021
	Lodgement of application at ASX for quotation of
	Additional Options
	Record Date for Bonus Options		3 December 2021
	Allotment Date for Bonus Options		6 December 2021
	Lodgement of Appendix 2A at ASX for Bonus Options
	Despatch of holding statements and Option Exercise		10 December 2021
	Notices by no later than
	Expiry date of Bonus Options		22 December 2021
	Expected Allotment date of Shares and Additional		29 December 2021
	Options exercised under the Bonus Option Offer
	Last date for quotation of Additional Options (and		9 February 2022
	lodgement of Appendix 2A at ASX for Additional
	Options)
	Expiry date of Additional Options		30 June 2023

* The Directors reserve the right to bring forward or extend the Closing Date at any time after the Opening Date without notice. As such, the date the Additional Options are expected to commence trading on ASX may vary with any change in the Closing Date.

2.2 Offer Summary

Issue price of Bonus Options	Nil
Issue price of Additional Options	Nil
Exercise price of Bonus Options	$0.02
Exercise price of Additional Options	$0.03
Maximum number of Bonus Options to be issued	196,471,8281
Maximum number of Additional Options to be issued	196,471,8282
Maximum number of Shares to be issued following	392,943,6563
exercise of Bonus Options and Additional Options
Bonus Options Expiry Date	22 December 2021
Additional Options Expiry Date	30 June 2023

Notes:

1. Excludes any Shares which may be issued in the event that any Existing Options (including Placement Options and Broker Options)are exercised prior to the Record Date. Fractional entitlements have been rounded down.
2. Assumes all Bonus Options are exercised.
3. Assumes all Bonus Options and Additional Options are exercised.

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1. Important Notes
   This Prospectus is dated 29 November 2021 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.
   No securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.
   It is important that investors read this Prospectus in its entirety. The information contained in this Prospectus is not intended to and does not provide a comprehensive review of the business and the financial affairs of the Company or the Options offered under this Prospectus. The Offer does not take into account the investment objectives, financial situation and particular needs of the investor. You should carefully consider the risks that impact on the Company in the context of your personal requirements (including your financial and taxation position) and seek professional guidance from your stockbroker, solicitor, accountant or other professional adviser prior to deciding whether to invest in the Company. The securities offered under this Prospectus should be considered highly speculative.
   This Prospectus is a transaction specific prospectus for the offers of options to acquire continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.
2. Web Site - Electronic Prospectus
   A copy of this Prospectus can be downloaded from the website of the Company at www.pepltd.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.
   The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.
   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.
3. Website
   No document or information included on our website is incorporated by reference into this Prospectus.
4. Risk Factors

Potential investors should be aware that subscribing for securities in the Company involves a number of risks. The key risk factors of which investors should be aware

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