Resapp Health : Cleansing Prospectus

Prospectus (KC8009.DOC;1)

ResApp Health Limited ACN 094 468 318

Prospectus

Offer

For the offer of 1 Share to the public at an issue price of $0.12 to raise $0.12 (Offer).

Cleansing

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 certain Shares issued prior to the Closing Date. Please refer to Section 2.1 for further details.

IMPORTANT NOTICE

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. Please read the instructions in this document and on the accompanying Application Form regarding acceptance of the Offer. If you do not understand this document you should consult your professional adviser without delay. The securities offered by this Prospectus should be considered speculative.

TABLE OF CONTENTS

IMPORTANT INFORMATION 3

CORPORATE DIRECTORY 4

1. DETAILS OF THE OFFER 5

2. PURPOSE AND EFFECT OF THE OFFER 7

3. RISK FACTORS 10

4. ADDITIONAL INFORMATION 16

5. DIRECTORS' AUTHORISATION 23

6. DEFINITIONS 24

IMPORTANT INFORMATION

General

The Prospectus is dated 22 January 2016 and a copy of this Prospectus was lodged with ASIC on that date. ASIC and ASX do not take any responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates.

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.

Please refer to Section 1.1 for further information. No Shares will be issued pursuant to this Prospectus later than 13 months after the date of this Prospectus.

Electronic Prospectus

In addition to issuing the Prospectus in printed form, a read-only version of the Prospectus is also available on the Company's website at www.resapphealth.com.au. Applications cannot be made online. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the 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 electronic version of this Prospectus.

Risk factors

Before deciding to invest in the Company, potential investors should read the entire Prospectus. In considering the prospects for the Company, potential investors should consider the assumptions underlying the prospective financial information and the risk factors that could affect the performance of the Company. Potential investors should carefully consider these factors in light of personal circumstances (including financial and taxation issues) and

seek professional advice from a stockbroker, accountant or other independent financial adviser before deciding to invest.

Publicly available information

Information about the Company is publicly available and can be obtained from ASIC and ASX (including ASX's website 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 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 whether or not to invest in Shares or the Company.

Offer restrictions

The offer of Shares made pursuant to this Prospectus is not made to persons or in places to which, or in which, it would not be lawful to make such an offer of Shares. No action has been taken to register the Offer under this Prospectus or otherwise permit the Offer to be made in any jurisdiction outside Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law in those jurisdictions and therefore 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.

Interpretation

A number of terms and abbreviations used in this Prospectus have defined meanings which are set out in Section 6.

All references in this Prospectus to $, AUD or dollars are references to Australian currency, unless otherwise stated.

All references to time in this Prospectus relate to the time in Perth, Western Australia.

CORPORATE DIRECTORY

Directors

Roger Aston (Chairman)

Tony Keating (Managing Director)

Chris Ntoumenopoulos (Non-Executive Director) Adam Sierakowski (Non-Executive Director)

Company Secretary Nicki Farley Registered Office

Level 24, 44 St Georges Terrace

PERTH WA 6000

Share Registry

Link Market Services Limited Central Park

Level 4, 152 St Georges Terrace

PERTH WA 6000

Auditor (for information purposes only)

Somes Cooke

Level 2, 35 Outram Street WEST PERTH WA 6005

Legal Adviser

Price Sierakowski Corporate Level 24, 44 St Georges Terrace

PERTH WA 6000

ASX Code

RAP

Website

www.resapphealth.com.au