CORE EXPLORATION LIMITED ACN 146 287 809

PROSPECTUS

For the offer of:

1. 43,511,385 Quoted Options (exercisable at $0.05 each on or before 31 August 2017) to participants in the Placement (Placement Offer);

   
   

2. 10,000,000 Quoted Options (exercisable at $0.05 each on or before 31 August 2017) to the Lead Manager of the Placement (Lead Manager Offer);

   
   

3. 3,700,000 Quoted Options (exercisable at $0.05 each on or before 31 August 2017) to employees and Directors of the Company (Director Offer); and

   
   

4. 2,000,000 Quoted Options (exercisable at $0.05 each on or before 31 August 2017) to a contractor of the Company (Contractor Offer),

(together, the Offers).

The Offers are subject to the conditions detailed in Section 3.5

This Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Quoted Options and Shares issued upon exercise of Quoted Options prior to the Closing Date.

IMPORTANT NOTICE

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

The Quoted Options offered under this Prospectus should be considered speculative.

TA B L E O F C O N TE N TS

1. CORPORATE DIRECTORY 1

2. TIMETABLE AND IMPORTANT NOTES 2

3. DETAILS OF THE OFFER 4

4. PURPOSE AND EFFECT OF THE OFFERS 8

5. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES 10

6. RISK FACTORS 13

7. ADDITIONAL INFORMATION 17

8. DIRECTORS' AUTHORISATION 25

9. DEFINITIONS 26

   
   

   
   

10. CORPORATE DIRECTORY

    
    

    Directors Mr Gregory English Non-Executive Chairman, Director Mr Stephen Biggins Executive Director, Managing Director Mr Heath Hellewell Non-Executive Director Company Secretary Mr Jaroslaw (Jarek) Kopias Share Registry* Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153 Telephone: +61 8 9315 2333

    Registered Office 26 Gray Court Adelaide SA 5000 Telephone: + 61 8 7324 2987 Website: www.coreexploration.com.au ASX Codes CXO and CXOOA Lawyers Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street Perth WA 6000 Auditors* Grant Thornton Audit Pty Ltd Level 1, 67 Greenhill Road Wayville SA 5034

    
    

    
    

    * 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.

11. TIMETABLE AND IMPORTANT NOTES

    
    

12. Timetable

    
    

    Action	Date
    Lodgement of Prospectus with the ASIC and ASX	5 April 2016
    Opening Date	5 April 2016
    Closing Date*	12:00pm ACST on 8 April 2016
    Expected date of Official Quotation of the Quoted Options	8 April 2016

    * The Directors reserv e the right to extend the Closing Date at any time without notice. As such, the date the Quoted Options are expected to commence trading on ASX may v ary with any change in the Closing Date.

    
    

13. Important Notes

    
    

    This Prospectus is dated 5 April 2016 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 Quoted Options may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

    
    

    Each of the Offers is only available to those persons who are personally invited to participate in the Offers. Applications for Quoted Options offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus. The Company will provide an Application Form to the designated persons who may participate in the Offers. The Offers are not made available to the general public.

    
    

    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 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.

    
    

14. Web Site - Electronic Prospectus




A copy of this Prospectus can be downloaded from the website of the Company at www.coreexploration.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.