Alara Resources Limited

Published : July 08th, 2016

Prospectus - Renounceable Issue

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Prospectus - Renounceable Issue

prospectus - rights issue

Prospectus

Alara Resources Limited

ABN 27 122 892 719

For:

  • a renounceable pro rata offer to Eligible Shareholders of 1 New Share for every 7 Existing Shares at an issue price of $0.02 per New Share to raise

  • an offer of Shortfall Securities on terms set out in section 8.7 (Shortfall Offer).

$1,445,757 before issue costs (Offer); and

Lead Manager and Underwriter - CPS Capital Group Pty Ltd

ASX Code: AUQ

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 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This Prospectus is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the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 8 July 2016 and was lodged with ASIC on that date. Application will be made to ASX for quotation of the New Shares offered under this Prospectus within 7 days of this date.

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 issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Nature of this Prospectus: The New Shares offered under 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 (or options to acquire securities) in a 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 offer on the company and the rights and liabilities attaching to the securities offered. 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 at any time prior to the Closing Date on the Company's website at www.alararesources.com or 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 and others will only be able to accept the Offer, or apply under the Shortfall Offer (as the case may be), by completing the personalised Entitlement and Acceptance Form which accompanies this Prospectus or by making payment using BPAY® (refer to section 7.8 of this Prospectus for further information).

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 would 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: Eligible Shareholders should read the privacy information located in section 8.17 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 section 12.

Enquiries: If you have any questions please call the Company Secretary on +61 8 9481 0389 at any time between 9:00am and 5:00pm (WST time) Monday to Friday until the Closing Date. Alternatively, consult your broker, accountant or other professional adviser.

Table of Contents

  1. TIMETABLE 4

  2. KEY OFFER TERMS AND CAPITAL STRUCTURE 4

  3. CHAIRMAN'S LETTER 5

  4. INVESTMENT OVERVIEW AND KEY RISKS 7

  5. PURPOSE AND EFFECT OF THE OFFER 11

  6. RISK FACTORS 14

  7. ACTIONS REQUIRED BY ELIGIBLE SHAREHOLDERS 23

  8. DETAILS OF THE OFFER 28

  9. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES 36

  10. ADDITIONAL INFORMATION 39

  11. DIRECTORS' RESPONSIBILITY AND CONSENT 47

  12. GLOSSARY 48

  13. UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 51

Corporate Directory

Directors

Mr James Phipps (Non-Executive Chairman) Mr Justin Richard (Managing Director)

Mr Vikas Jain (Non-Executive Director)

Mr AV Sthapak (Executive Director)

Mr Ian Gregory (Alternate Director)

Company Secretary

Ms Elizabeth Hunt Mr Ian Gregory

Website

www.alararesources.com

Registered and Principal Office

Level 11, 216 St Georges Tce

Perth WA 6000

Tel: +61 8 9481 0389

Fax: +61 8 9463 6103

Email: [email protected]

Share Registry*

Advanced Share Registry Services 110 Stirling Highway

Nedlands WA 6009

Tel: +61 8 9389 8033

Fax: +61 8 9262 3723

Lead Manager and Underwriter

CPS Capital Group Pty Ltd

Level 45, 108 St Georges Terrace

Perth WA 6000

Solicitors to the Offer

Kings Park Corporate Lawyers Level 2, 45 Richardson Street West Perth WA 6005

Auditor*

Grant Thornton Audit Pty Ltd Level 1, 10 Kings Park Road West Perth WA 6005

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

  1. TIMETABLE

    Prospectus lodged with ASIC and ASX

    8 July 2016

    Ex Date - Shares trade ex Entitlement

    13 July 2016

    Rights trading commences

    13 July 2016

    Record date to determine Entitlement (Record Date)

    14 July 2016

    Prospectus with Entitlement and Acceptance Form dispatched

    15 July 2016

    Offer opens for receipt of Applications

    15 July 2016

    Rights trading ends

    26 July 2016

    Closing date for acceptances (Closing Date)

    2 August 2016

    Notify ASX of Shortfall

    5 August 2016

    Issue of New Securities

    9 August 2016

    Deferred settlement trading ends

    9 August 2016

    Dispatch of shareholding statements

    9 August 2016

    Normal trading of New Securities expected to commence

    10 August 2016

    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 Securities are expected to commence trading on ASX may vary.

  2. KEY OFFER TERMS AND CAPITAL STRUCTURE

Shares currently on issue1

506,015,000

Options currently on issue1 and2

248,007,500

New Shares offered under this Prospectus at $0.02 per Share (approx.)1

72,287,857

Maximum amount raised under this Prospectus (before costs) 1

$1,445,757

1 This assumes no further Shares are issued (including by way of exercise of Options) prior to the Record Date.

2 See section 5.4 for a list of the Company's Options on issue.

Read the rest of the article at www.publicnow.com
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Alara Resources Limited

CODE : AUQ.AX
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Alara Resources LTD is based in Australia.

Alara Resources LTD is listed in Australia. Its market capitalisation is AU$ 32.2 millions as of today (US$ 23.2 millions, € 20.3 millions).

Its stock quote reached its highest recent level on January 14, 2011 at AU$ 0.48, and its lowest recent point on June 05, 2015 at AU$ 0.01.

Alara Resources LTD has 595 689 984 shares outstanding.

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Project news of Alara Resources Limited
8/12/2016Project Updates
Corporate news of Alara Resources Limited
8/3/2016Closure of Renounceable Rights Issue
7/15/2016Dispatch of Prospectus
7/12/2016Letter to Ineligible Shareholders
7/8/2016Prospectus - Renounceable Issue
7/8/2016Letter to Optionholders - Renounceable Issue
7/8/2016Further Information & Project Update - Al Hadeetha Project
6/13/2016Further Information - Mineralisation at Al Hadeetha Project
6/8/2016Oman Project Update
5/31/2016Project Updates
5/19/2016Khnaiguiyah Zinc-Copper Project - Legal Update
5/11/2016Oman Project Update
4/13/2016Board Appointment and Appendix 3X
4/1/2016Feasibility Study Update
1/18/2016Option Expiry
12/23/2015Potential Breakthrough on Khnaiguiyah Project
12/18/2015Project Update - Oman
12/1/2015Results of Meeting
11/24/2015Recent Developments in Saudi Arabia
11/18/2015Listing Rule Compliance
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