Swick Mining Services : Prospectus - Orexplore Technologies Limited
SWK.AX
For personal use only
Prospectus
For a priority offer of a minimum of 4,000,000 Shares at an issue price of $0.25 each, to raise a minimum of $1,000,000 (before costs) from eligible shareholders of Swick Mining Services Ltd (ACN 112 917 905) registered on a record date of 1 December 2021, with the right to accept oversubscriptions of up to a further 6,000,000 Shares at $0.25 each to raise up to a further $1,500,000 (before costs).
OREXPLORE TECHNOLOGIES LIMITED | ACN 645 505 406
The Priority Offer pursuant to this Prospectus is conditional upon the events set out in Section 1.6 of this Prospectus occurring.
It is proposed that the Priority Offer will close at 5.00pm (WST) on Wednesday, 22 December 2021. The Directors reserve the right to close the Priority Offer earlier or to extend this date without notice. Applications must be received before that time.
This is an important document and requires your immediate attention. It should be read in its entirety. Please consult your professional adviser(s) if you have any questions about this document.
Investment in the Shares offered pursuant to this Prospectus should be regarded as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 4 for a summary of the key risks associated with an investment in the Securities.
www.orexplore.com
For personal use only
Table of contents
Important Information
2
Corporate Directory
4
Letter from the Chairman
5
Key Offer Details
7
Indicative Timetable
9
Investment Overview
10
1.
Details of Offer
35
2.
Company Overview
49
3.
Industry
76
4.
Risk Factors
83
5.
Board, Management and Corporate Governance
96
6.
Financial Information
112
7.
Material Contracts
125
8.
Additional Information
130
9.
Authorisation
147
10.
Glossary of Terms
148
Annexure A Investigating Accountant's Report
Annexure B Intellectual Property Report
Annexure C Industry Expert Report: MinEx Consulting
Annexure D Deloitte Tech Rating
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Important Information
Prospectus
This Prospectus is dated 22 November 2021, and was lodged with ASIC on, 22 November 2021. Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus
onlyrelates. The expiry date of this Prospectus is 5.00pm WST on that date which is 13 months after the date this Prospectus was lodged with ASIC. No Securities will be issued on the basis of this Prospectus after that expiry date.
Application will be made to ASX within seven days of the date of this Prospectus for Official Quotation of the Shares the subject of the Priority Offer.
No person is authorised to give any information or to make any representation in connection with the Priority Offer, other than as is contained in this Prospectus. Any information or representation not contained in this Prospectus should not be relied on as having been
usemade or authorised by the Company or the Directors in connection with the Priority Offer.
It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Pro pectus should be considered highly speculative.
Exposure Period
This Prospectus will be publicly available during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You
personalshou d be aware that this examination may result in the identification of deficiencies in this Prospectus. In such circumstances, any Application that has been received may need to be dealt with in
ccordance with section 724 of the Corporations Act. Applications under this Prospectus will not be processed by the Company until after the Exposure Period. No preference will be conferred upon Applications received during the Exposure Period.
Risks
Any investment in the Company should be considered highly peculative. Before deciding to invest in the Company, potential inve tors should read the entire Prospectus and, in particular, in con idering the prospects of the Company, potential investors should consider the risk factors that could affect the financial performance and assets of the Company. Investors should carefully consider these factors in light of their personal circumstances (including financial and taxation issues). The Securities offered by this Prospectus should be considered highly speculative. Please refer to Section 4 for details relating to risk factors. Persons considering applying for Securities
ursuant to the Prospectus should obtain professional advice from an accountant, stockbroker, lawyer or other adviser before deciding whether to invest.
Electronic Prospectus and Application Forms
ForThis Prospectus will generally be made available in electronic form by being posted on the Company's website at www.orexplore.com. Pers ns having received a copy of this Prospectus in its electronic
f rm may obtain an additional paper copy of this Prospectus and the Application Form (free of charge) from the Company's registered office during the Offer Period by contacting the Company as detailed in the Corporate Directory. The Priority Offer constituted by this Prospectus is only available to Eligible Swick Shareholders as at the Offer Record Date who receive this Prospectus and Application Form within Australia or, subject to the provisions outlined in Section 1.16.
Applications will only be accepted on the Application Form attached to, or accompanying, this Prospectus or in its paper copy form as downloaded in its entirety from www.orexplore.com. The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by or attached to a complete and unaltered copy of this Prospectus.
Prospective investors wishing to subscribe for Securities under the Priority Offer should complete the Application Form. If you do not provide the information required on an Application Form, the Company may not be able to accept or process your Application.
No document or information included on the Company's website is incorporated by reference into this 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 Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.
Offer outside Australia
No action has been taken to register or qualify the Shares the subject of this Prospectus, or the Priority Offer, or otherwise to permit the Priority Offer of the Shares, in any jurisdiction outside Australia, other than as is set out in Section 1.16. The distribution of this Prospectus in jurisdictions outside of Australia may be restricted by law and persons who come into possession of this Prospectus outside of Australia 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 Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus except to the extent permitted below.
This Prospectus has not been filed with, or reviewed by, the US Securities and Exchange Commission or any US state securities authority and none of them has passed upon or endorsed the merits of the Priority Offer or the accuracy, adequacy or completeness of the Prospectus. Any representation to the contrary is a criminal offence.
The Securities offered pursuant to this Prospectus have not been, and will not be, registered under the US Securities Act 1933 or the securities laws of any US state or other jurisdiction. The Priority Offer is not being made in any US state or other jurisdiction where it is not legally permitted to do so.
Speculative Investment
The Shares offered pursuant to this Prospectus should be considered highly speculative. There is no guarantee that the Shares offered pursuant to this Prospectus will make a return on the capital invested, that dividends will be paid on the Shares or that there will be an increase in the value of the Shares in the future.
Prospective investors should carefully consider whether the Shares offered pursuant to this Prospectus are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position. Refer to Section 4 for details relating to the key risks applicable to an investment in the Shares.
Using this Prospectus
Persons wishing to subscribe for Shares offered by this Prospectus should read this Prospectus in its entirety in order to make an informed assessment of the assets and liabilities, financial position and performance, profits and losses, and prospects of the Company and the rights and liabilities attaching to the Shares offered pursuant to this Prospectus. If persons considering subscribing for Shares offered pursuant to this Prospectus have any questions, they should consult their stockbroker, solicitor, accountant or other professional adviser for advice.
Forward-Looking Statements
This Prospectus contains forward-looking statements which are identified by words such as 'believes', 'estimates', 'expects', 'targets', 'intends', 'may', 'will', 'would', 'could', or 'should' and other similar words that involve risks and uncertainties.
These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding
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future events and actions that, as at the date of this Prospectus, are expected to take place.
Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management of the Company. Key risk factors associated with an investment in the Company are detailed in Section 4. These and other factors could cause actual results to differ materially from those expressed in any
onlyforward-looking statements.
The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.
The Company and the Directors cannot and does not give assurances that the results, performance or achievements expressed or implied in the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to
useplace undue reliance on these forward-looking statements.
No forecast financial information
After considering ASIC Regulatory Guide 170, the Directors believe that reliable financial forecasts for the Company cannot be prepared, and accordingly, financial forecasts have not been included in this Prospectus.
Conditional Offer
The Priority Offer contained in this Prospectus are conditional on certain events occurring. If these events do not occur, the Priority personalOffer will not proceed and investors will be refunded their Application
Monies without interest. Please refer to Section 1.6 for further details on the conditions attaching to the Priority Offer.
Photographs and Diagrams
Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any pers n shown endorses this Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the date of this
Pro pectus.
Company Website
Any documents or information included on the Company's website at www.orexplore.com(and any reference to these documents) is provided for convenience only and are not incorporated by reference into this Prospectus.
Miscellaneous
All financial amounts contained in this Prospectus are expressed as
Australian currency unless otherwise stated. Conversions may not
Foreconcile due to rounding. All references to '$' or 'A$' are references to Australian dollars.
All references to time in this Prospectus are references to WST, being the time in Perth, Western Australia, unless otherwise stated.
Defined terms and abbreviations used in this Prospectus are detailed in the glossary in Section 10.
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For personal use only
Corporate Directory
Directors
Dr Alan Bye
Non-Executive Chairman
Mr Brett Giroud
Managing Director
Mr Kent Swick
Non-Executive Director
Mr Stuart Carmichael
Non-Executive Director
Mr Stefan Sädbom
Non-Executive Director
Company Secretary
Mr Frank Campagna
Registered and Principal Office
Share Registry*
75 McDonald Crescent
Automic Pty Ltd
Bassendean WA 6054
Level 2, 267 St Georges Terrace
Phone: +61 8 9469 2900
Perth WA 6000
Website: www.orexplore.com
Phone (within Australia): 1300 288 664
Phone (outside Australia): +61 (2) 9698 5414
Corporate Advisor
Proposed Stock Exchange Listing
Shaw and Partners Limited
Australian Securities Exchange (ASX)
Level 7, Chifley Tower
Proposed ASX Code: OXT
2 Chifley Square
Sydney NSW 2000
Lawyers (Australia)
Auditor*
HWL Ebsworth Lawyers
Ernst & Young
Level 20, 240 St Georges Terrace
11 Mounts Bay Road
Perth WA 6000
Perth WA 6000
Intellectual Property Expert
Investigating Accountant
HWL Ebsworth Lawyers
Ernst & Young
Westpac House
11 Mounts Bay Road
Level 21/91 King William St,
Perth WA 6000
Adelaide SA 5000
Industry Expert
MinEx Consulting Pty Ltd
49 Surrey Road
South Yarra, Victoria 3141
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Disclaimer
Swick Mining Services Ltd. published this content on 22 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 November 2021 22:17:17 UTC.