Reach Resources : Disclosure Document

For personal use only

Reach Resources Limited

ACN 097 982 235

Prospectus

For an offer by the Company of 100 Shares at an issue price of $0.01 each to remove trading restrictions on Shares issued on or before the Closing Date (Cleansing Offer).

Important: This Prospectus is a transaction specific prospectus issued in accordance with section 713 of the Corporations Act. This is an important document that should be read in its entirety. If you are in any doubt or have any questions about this document, you should promptly consult your stockbroker, accountant or other professional adviser.

Contents

Important Information

only	Key Numbers and Dates
	1	Details of the Offer
	2	Effect of the Offer
	3	Risk Factors
For personal use	4	Additional Information
Definitions
Corporate Directory

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Important Information

General

only	This Prospectus is issued by Reach Resources Limited
	(ACN 097 982 235) (Company).
	The Prospectus is dated 20 December 2021, and a
	copy of this Prospectus was lodged with ASIC on that
	date. Neither ASIC or ASX take responsibility for the
	contents of this Prospectus or the merits of the
	investment to which this Prospectus relates.
	No Shares will be issued pursuant to this Prospectus
	later than 13 months after the date of this Prospectus.
	This Prospectus is a transaction-specific prospectus for
	an offer of 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
usehad to the fact that the Company is a disclosing entity
personal	for the purposes of the Corporations Act and certain
matters may reasonably be expected to be known to
such information or representations may not be relied
	investors and professional advisers whom potential
	investors may consult.
	Persons wishing to apply for Shares pursuant to the
	Cleansing Offer must do so using the relevant
	Application Form attached to or accompanying this
	Prospectus. Before applying for Shares, investors
	should carefully read this Prospectus.
	Any investment in the Company should be considered
	highly speculative. Investors who are in any doubt or
	have any questions about this document should
	promptly consult their stockbroker, accountant or other
	professional adviser before deciding to apply for Shares
	under the Cleansing Offer.
	No person is authorised to give any information or to
	make any representation in relation to the Cleansing
	Offer which is not contained in this Prospectus. Any
For	upon as having been authorised by the Company.
Prospectus availability

A copy of this Prospectus can be downloaded from the Company's website at www.reachresources.com.au. There is no facility for online applications.

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 at [e-mail] or the Company on [phone].

Publicly available information

Information about the Company is publicly available and can be obtained from ASIC and ASX (including at www.asx.com.au). The contents of any website, or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Cleansing Offer. 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. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision on whether or not to invest in the Company or its securities.

Foreign restrictions

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or to extend such an invitation. No action has been taken to register this Prospectus or otherwise to permit the offering of Shares in any jurisdiction outside Australia and New Zealand.

Risk factors

Before deciding to invest in the Company, investors should read the entire Prospectus and in particular, in considering the prospects of the Company, 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 tax issues). See section 3 for further information.

Financial amounts

All references in this Prospectus to "$", "A$", "AUD", "dollars" or "cents" are references to Australian currency.

Any discrepancies between the totals and sums of components in tables contained in this Prospectus are due to rounding.

Definitions and time

A number of terms and abbreviations used in this Prospectus have defined meanings which are set out in the Definitions section of this Prospectus.

All references to time relate to the time in Perth, Western Australia unless otherwise stated or implied.

Governing law

This Prospectus and the contracts that arise from the acceptance of applications under this Prospectus are governed by the law applicable in Western Australia and each applicant submits to the exclusive jurisdiction of the courts of Western Australia.

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For personal use only

Key Numbers and Dates

	Key Numbers	Amount
	Cleansing Offer1
	Shares offered under the Cleansing Offer	100
	Issue price per Share under the Cleansing Offer	$0.01
Notes:
1	See section 1.1 for further details of the Cleansing Offer.

Key Dates	Date
Prospectus lodged with ASIC	20 December 2021
Opening Date (8:00am (AWST))	21 December 2021
Shares issued under the Acquisition	21 December 2021
Closing Date (5:00pm (AWST))	22 December 2021

Note: The above timetable is indicative only. The Company reserves the right, subject to the Corporations Act, the Listing Rules and other applicable laws, to vary the dates, including by extending the Closing Date of the Cleansing Offer or accepting late acceptances, either generally or in particular cases, without notice.

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1 Details of the Offer

For personal use only

1.1 Cleansing Offer

1. Overview
   Under the Cleansing Offer, the Company is offering 100 Shares at an issue price of $0.01 each to remove trading restrictions on Shares issued on or before the Closing Date.
   The Cleansing Offer will only be extended to persons who are directly invited by the Company. An Application Form will only be provided to these persons, together with a copy of this Prospectus.
2. Purpose
   The primary purpose of the Cleansing Offer is to remove any trading restrictions that attach to:
3. • the following Shares that are proposed to be issued prior to the Closing Date (Relevant Shares):

Number	Issue	Proposed issue	Purpose of the issue
	price	date
40,000,000	Nil	21 December 2021	Payment to vendors under the Acquisition

• any other Shares issued prior to the Closing Date.

Accordingly, the Company is seeking to raise only a nominal amount under the Cleansing Offer as its purpose is not to raise capital. Expenses of the Cleansing Offer will be paid out of the Company's existing cash reserves.

The Company is lodging this Prospectus under section 708A(11) of the Corporations Act to cleanse Shares issued on or before the Closing Date so that subsequent trading is not subject to secondary trading restrictions under the Corporations Act.

Generally, section 707(3) of the Corporations Act requires that a prospectus is issued in order for a person to whom securities were issued without disclosure under Part 6D of the Corporations Act to offer those securities for sale within 12 months of the date of their issue.

The Corporations Act provides an exception to section 707(3) where an entity issues a cleansing notice under section 708A(5) of the Corporations Act, however the Company will have been suspended from trading on the ASX for more than 5 days during the period of 12 months before the day on which the Relevant Shares will be issued and is therefore ineligible to rely on this exception pursuant to section 708A(5)(b) of the Corporations Act. Accordingly, the Company is lodging this Prospectus in accordance with section 708A(11) of the Corporations Act.

Relevantly, section 708A(11) provides that a sale offer does not need disclosure to investors if:

• the relevant securities are in a class of securities of the company that are quoted on the ASX; and
• a prospectus is lodged with ASIC either:

• on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or

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