PROSPECTUS

MACARTHUR MINERALS REPLACEMENT PROSPECTUS NOTICE TO PROSPECTIVE INVESTORS

Please read and complete to download a copy of the Replacement Prospectus.

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The Public Offer

Macarthur Minerals Limited (ABN) 93 103 011 436) (Macarthur) lodged a Replacement Prospectus with the Australian Securities and Investment Commission on 30 October 2019 for the offer of 20,000,000 shares (Shares) at an issue price of $0.25 per Share to raise a minimum of $5,000,000 with the ability to accept over subscriptions up to a further 10,000,000 Shares to raise a maximum of $7,500,000 (Offer) (before costs of the Offer).

The Lead Manager and Corporate Advisor to the Offer is Shaw and Partners Limited an EFG Company (ABN 24 003 221 583) (AFSL 236048).

Offer Period

The Offer period commences on 31 October 2019 and is expected to close by 28 November 2019.  Macarthur may extend the closing date or close the Offer earlier.

Important Information – Electronic prospectus

The Replacement Prospectus dated 30 October 2019, replaces the Original Prospectus dated 15 October 2019, accessible on this page, contains a public offer of securities by Macarthur Minerals Limited (ABN 93 103 011 436) (Company). No securities will be issued on the basis of this Replacement Prospectus later than 13 months after the date of the Original Prospectus.

You must read this important notice before you attempt to access the electronic version of the Replacement Prospectus through this website. The information on this page is not part of the Replacement Prospectus. If you do not understand it, you should consult your professional adviser without delay.

If you receive this Replacement Prospectus in electronic form, please ensure that you have received the entire Replacement Prospectus accompanied by the Application Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Replacement Prospectus.

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 Replacement Prospectus and any relevant Supplementary Prospectus or any of those documents were incomplete or altered.

 Lodgement of Prospectus with ASIC

In accordance with Chapter 6D of the Corporations Act, the Original Prospectus dated 15 October 2019 was subject to an Exposure Period of seven days from the date of lodgement of the Original Prospectus with ASIC.  The purpose of the Exposure Period was to enable the Original Prospectus to be examined by ASIC and market participants prior to raising the funds under the Offer.

This 7 day Exposure Period was extended by a further 8 days to 30 October 2019.  This Replacement Prospectus dated 30 October 2019 was issued to address the concerns raised by ASIC in respect to the form and content of the Original Prospectus dated 15 October 2019.  ASIC Corporations (Exposure Period) Instrument 2016/74 means that there is no additional exposure period under the Corporations Act for this Replacement Prospectus.

Neither ASIC nor ASX takes any responsibility for the contents of the Prospectus or the investment to which it relates.

 No Advice

Nothing contained on this website or in the Replacement Prospectus and any Supplementary Prospectus constitutes investment, legal, business, tax or other advice.  In particular, the information on this website and in the Repacement Prospectus does not take into account your investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company and the securities and terms of the offering, including the merits and risks involved. You should consult your professional adviser for legal, business or tax advice.

Warning

For legal reasons, the distribution of this Replacement Prospectus, any Supplementary Prospectus (including in electronic form) and the application under the Replacement Prospectus outside Australia and New Zealand may be restricted by law.  Any potential investor outside Australia or New Zealand that comes into possession of the Replacement Prospectus and any Supplementary Prospectus should observe such restrictions and should seek their own advice on such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. 

This Replacement Prospectus and any Supplementary Prospectus does not constitute an offer or invitation to apply for Shares in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of Shares, in any jurisdiction outside Australia or New Zealand. The distribution of this Replacement Prospectus outside Australia and New Zealand (including electronically) may be restricted by law and persons who come into possession of this Replacement Prospectus outside Australia or New Zealand should seek advice on and observe any such restrictions.

Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Replacement Prospectus may not be distributed to, or relied upon by, persons in the United States.

Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (US Securities Act) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States unless the Shares have been registered under the US Securities Act or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable securities laws. By proceeding,

Applications

No offer of securities is made on the basis of the electronic version of the Replacement Prospectus accessible through this website.

An application under the Offer can be made by completing the Application Form attached to the Replacement Prospectus and then lodging the form and the application monies in accordance with the instructions set out in the Application Form.

Alternatively, investors wishing to apply for securities online can also do so by following the instructions at:  https://www.macarthurmineralsoffer.com.au and completing a BPAY® payment.