This document has been prepared by Oakley Capital Partners Pty Limited (trading as “Oakley Capital’’), (ACN 6631 65839) Corporate Authorised Representative (No 001307947) of Alpha Securities Pty Ltd (ABN 96 124 327 064) holder of Australian Financial Services Licence No 330757 (“Lead Manager”) in connection with a proposed placement of securities in the Company. This document has been distributed in confidence and may not be reproduced or disclosed to any other person. If you are not the intended recipient of this document, please notify Oakley Capital immediately and destroy all copies of this document.
Purpose: This document (excluding the fees) is indicative only. This document is intended to provide background information only and does not purport to make any recommendation upon which you may rely. This document is not an offer, invitation, solicitation or recommendation with respect to the subscription for, purchase or sale of any security, and neither this document nor anything in it shall form the basis of any contract or commitment binding on Oakley Capital or the Company. Prospective investors should undertake their own independent evaluation of an investment in the Company. The placement which the Company may offer is made solely to potential investors who qualify as either or both, a ‘Sophisticated Investor’ or a ‘Professional Investor’, as defined under the Corporations Act 2001 (Cth) (Corporations Act). This document has been prepared solely for the purpose of providing indicative information about the placement to investors to be chosen by the Company and who qualify as either or both, a Sophisticated Investor or a Professional Investor and this document may only be used for that purpose. This document does not purport to contain all the information that a prospective investor may require. This document is not intended to provide the basis of any investment or credit decision, or any other risk evaluation, and must not be considered as a recommendation or advice by the Company or any other person in connection with an investment in the Company. Each recipient of this document (Recipient) must make its own independent assessment and investigation of the business opportunity and should not rely on any statement or the adequacy or accuracy of any information set out in this document. Any Recipient should determine whether to acquire securities in the Company on the basis of independent investigations and independent professional advice that it considers necessary or desirable. This document has been prepared without reference to the individual investment objectives, financial situation, taxation position or particular needs of any person or entity. This document should not be relied upon as the basis for any investment decision in relation to Shares and Options in the Company or any other securities. This document has not been, and will not be, lodged with the Australian Securities and Investments Commission (ASIC). Any invitation to purchase or subscribe for the securities will be an offer that does not need disclosure for the purposes of section 708 of the Corporations Act. By retaining this document, the Recipient represents to the Company that it is a Sophisticated Investor under section 708(8) of the Corporations Act or a Professional Investor under section 708(11) of the Corporations Act, or both. If that is not the case and, in the alternative, the Company may issue Shares and Options to the Recipient in reliance on certain other categories in section 708 of the Corporations Act. The Company reserves the right to raise further equity capital, debt and/or hybrid capital in addition to the placement.
Oakley Capital Partners Pty Limited and its Directors advise that they and persons associated with them may have an interest in the securities of the Company and that they may earn brokerage, commissions, fees (5% and broker options) and other benefits and advantages, whether pecuniary or not and whether direct or indirect, in connection with the making of a recommendation for dealing by a client in these securities, and which may reasonably be expected to be capable of having an influence in the making of any recommendation, and that some or all of our representatives could be remunerated wholly or partly by way of commission. Oakley Capital and its directors and staff may hold securities in the Company.
Applicants outside Australia: This document does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this document. The distribution of this document in jurisdictions outside Australia may be restricted by law and persons who come into possession of this document should seek advice on and observe any of these restrictions. Any failure to comply with these restrictions may violate securities laws. No action has been taken to register or qualify the Shares and Options or otherwise permit an offering of the Shares and Options the subject of this document in any jurisdiction outside Australia. It is the responsibility of applicants outside Australia to obtain all necessary approvals for the issue of the Shares and Options pursuant to this document. The return of a completed application form will be taken by the Company to constitute a representation and warranty by the applicant that all relevant approvals have been obtained.
Confidentiality and status of Recipient: By accepting this document, the Recipient warrants, acknowledges and agrees that:
- the Recipient is either a sophisticated investor within the meaning of section 708(8) of the Corporations Act or a professional investor with the meaning of section 708 (11) of the Corporations Act, or both;
- this document and all of the information contained in it is confidential and it will keep strictly confidential this document and all of such information, and all other information made available to the Recipient in connection with it;
- neither the document nor any such information will be used, in whole or in part, by the Recipient or any of its officers, employees, servants or agents for any purpose other than deciding whether to investigate the Company further;
- this document will not be reproduced, either in whole or part or in any part or parts, without prior written consent of the Company;
- upon request it will return promptly this document, together with any other material received in connection with it, to the Company without retaining any copies;
- upon request it will enter into a separate confidentiality undertaking substantially on these terms with the Company; and
- the Recipient will comply with applicable laws and in particular will not engage in any insider trading and will not breach Part 7.10 of the Corporations Act.
Forward-looking statements: This document contains forward-looking statements which are identified by words such as ‘will‘, ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements involve assumptions, known and unknown risks, uncertainties and other factors that may cause actual events, results, performance or achievements to be materially different from any future events, results, performance or achievements expressed or implied by such forward-looking statements in this document. Consequently, undue reliance should not be placed on these statements. The Company and Oakley Capital do not warrant or represent that the actual events, results, performance or achievements will be as discussed in those statements.
Exclusion of Liability: None of the Company, Oakley Capital or their respective directors, employees, advisers, agents or consultants accept any liability for any loss or damage suffered or incurred by the Recipient or any other person or entity however caused (including negligence) relating in any way to this document including, without limitation, the information contained in it, any errors or omissions however caused by the Recipient or any other person or entity placing any reliance on this document, its accuracy or reliability, except liability under statute that cannot be excluded. No representation or warranty (express or implied) is made by either the Company or Oakley Capital or their respective directors, employees, advisers, agents or consultants as to the accuracy, reliability or completeness of this document and they shall have no liability (including liability to any person by reason of negligence or negligent misstatement) for any statements, opinions, information or matters (express or implied) arising out or, contained in or derived from, or for any omissions from this document, except liability under statute that cannot be excluded. Any investment in the Company at this time is recognised as a high-risk speculative investment.