Prospectus

Prospectus

Piche Resources Limited (ACN 659 161 412) (Company) lodged a prospectus dated May 2nd 2024 (Prospectus) with the Australian Securities and Investments Commission (ASIC). A copy of the Prospectus is available on this website. The information on this page does not form part of the Prospectus.

The Prospectus has been prepared to comply with the requirements of the securities laws of Australia, and for use and distribution only in Australia. References to the Prospectus in this disclaimer also includes electronic versions of the Prospectus.

Capitalised terms not otherwise defined have the same meaning as given in the Prospectus.

The Offers

Pursuant to the Prospectus the Company will make the following offers (Offers):

• a minimum of 40,000,000 fully paid ordinary shares (Shares) and a maximum of 50,000,000 Shares at the offer price of $0.20 per Share, with one free attaching Option for every three Shares subscribed for under the Public Offer, to raise a minimum of $8,000,000 and a maximum of $10,000,000 respectively (before costs); and
• a secondary offer of 6,000,000 Lead Manager Options to the Lead Manager (or its nominees).

No Securities will be issued or transferred on the basis of the Prospectus after the expiry date, being 13 months after the date of the Prospectus. An application for Shares under the Public Offer can be made by completing the application form attached to or accompanying a paper form of the Prospectus and then lodging the form, together with the application monies, in accordance with the instructions set out in the Prospectus or online using the online application form and making an electronic BPAY® payment.

The Company will apply to the Australian Securities Exchange (ASX) for admission and quotation of the Shares on the ASX within 7 days of the date of the Prospectus. Of the 6,000,000 Lead Manager Options, the 2,000,000 Options will be quoted. The remaining 2,000,000 Series B Options and 2,000,000 Series C Options will not be quoted (however the resulting Shares issued upon exercise of the those options will be quoted).

The Prospectus is an important document that should be read in its entirety before deciding whether to participate in the Offers (as the context requires). If after reading the Prospectus, you have questions about the Offers, you should contact your stockbroker, accountant or other professional.

Important information

The Prospectus (including the Application Forms) is available electronically through this website. A free paper copy of the Prospectus is available from the Company upon request. Neither ASIC nor ASX take any responsibility for the contents of the Prospectus or the investment to which it relates.

The information contained in the Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. The Prospectus should not be construed as financial, taxation, legal or other advice. The Company is not licensed to provide financial product advice in respect of its Securities or any other financial products.

The Prospectus is important and should be read in its entirety prior to deciding whether to invest in the Company. There are risks associated with an investment in the Company. You should carefully consider these risks in light of your personal circumstances (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in the Company. There may also be risks in addition to these that should be considered in light of your personal circumstances.

If you do not fully understand the Prospectus or are in doubt as to how to deal with it, you should seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in the Company.

No person named in the Prospectus warrants or guarantees the Company’s performance, the repayment of capital by the Company or any return on investment made pursuant to the Prospectus.

Warning

It is not practicable for the Company to comply generally with the securities laws of overseas jurisdictions having regard to the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Public Offer is only being extended, and Shares will only be issued, to shareholders with a registered address in Australia.

The Prospectus must not be released or distributed in the United States or to, or for the account or benefit of, any person in the United States, or in any jurisdiction outside of Australia where distribution may be restricted by law. The Prospectus does not constitute an offer of Securities in the United States or to, or for the account or benefit of, any US person (as defined in Regulation S under the US Securities Act of 1933, (US Securities Act), as amended), or under the securities law of any state or other jurisdiction of the United States or to any person to whom it would not be lawful outside Australia. The Securities offered under the Prospectus have not been and will not be registered under the US Securities Act, as amended, or under the securities laws of any state or other jurisdiction of the United States. Any Securities described in, or sold pursuant to, the Prospectus may not be offered or sold in the United States or to, or for the account or benefit of, any person in the United States absent registration under the US Securities Act or pursuant to an applicable exemption from, or a transaction not subject to, such registration, or to any person to whom it would not be lawful outside Australia.

Germany
The Prospectus has not been, and will not be, registered with or approved by any securities regulator in Germany or elsewhere in the European Union. Accordingly, the Prospectus may not be made available, nor may Securities be offered for sale, in Germany except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the “Prospectus Regulation”).

In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of Securities in the European Union is limited to persons who are “qualified investors” (as defined in Article 2(e) of the Prospectus Regulation)

Singapore
The Prospectus and any other materials relating to the Securities have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, the Prospectus and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Securities, may not be issued, circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (SFA), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

The Prospectus has been given to you on the basis that you are (i) an “institutional investor” (as defined in the SFA) or (ii) an “accredited investor” (as defined in the SFA). If you are not an investor falling within one of these categories, please return the Prospectus immediately. You may not forward or circulate the Prospectus to any other person in Singapore.

Any offer is not made to you with a view to the Securities being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Securities. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Switzerland
The Securities offered under the Prospectus may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in Switzerland. Neither the Prospectus nor any other offering or marketing material relating to the Securities constitutes a prospectus or a similar notice, as such terms are understood under art. 35 of the Swiss Financial Services Act or the listing rules of any stock exchange or regulated trading facility in Switzerland.

No offering or marketing material relating to the Securities has been, nor will be, filed with or approved by any Swiss regulatory authority or authorised review body. In particular, the Prospectus will not be filed with, and the offer of Securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

Neither the Prospectus nor any other offering or marketing material relating to the Securities may be publicly distributed or otherwise made publicly available in Switzerland.

The Securities will only be offered to investors who qualify as “professional clients” (as defined in the Swiss Financial Services Act). The Prospectus is personal to the recipient and not for general circulation in Switzerland.

United Kingdom
Neither the Prospectus nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) has been published or is intended to be published in respect of the Securities offered under the Prospectus.

The Securities may not be offered or sold in the United Kingdom by means of the Prospectus or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to “qualified investors” within the meaning of Article 2(e) of the UK Prospectus Regulation. The Prospectus may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the Securities has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

In the United Kingdom, the Prospectus is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (“FPO”), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (“relevant persons”). The investment to which the Prospectus relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on the Prospectus.

United States of America
This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The Shares and the Options, and the ordinary shares underlying the Options, have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Shares and the Options may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

This Prospectus may only be distributed in the United States exclusively by the Company to Accredited Investors and only if this Prospectus is accompanied by the US Offering Circular.

Exposure Period

The Corporations Act 2001 (Cth) (Corporations Act) prohibits the Company from processing applications for Securities under this Prospectus (Applications) in the seven day period after the Prospectus Date (Exposure Period). This period may be extended by ASIC for a further period of up to seven days. The purpose of the Exposure Period is to enable this Prospectus to be examined by ASIC and market participants prior to the raising of funds under the Public Offer. The examination may result in the identification of deficiencies in this Prospectus, in which case any Application may need to be dealt with in accordance with section 724 of the Corporations Act. Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on any Applications received during the Exposure Period.

Electronic Prospectus

You should ensure that any copy of the Prospectus you view or print is completely downloaded. To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus from this website, including, but not limited to, data corruption on download.

Acknowledgements

The information on this website is provided for information purposes only and is subject to change without notice. Nothing contained on this website or in the Prospectus constitutes investment, legal, business, taxation or other advice. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.

By proceeding and accessing the Prospectus on this website, you confirm, warrant and agree that:

• is resident or domiciled in Australia or, if outside Australia, is an Institutional Investor in other Permitted Jurisdictions;
• is not acting for the account or benefit of a person in the United States;
• has not sent, and will not send, this Prospectus or any other material relating to the Public Offer to any person in the United States or elsewhere outside Australia;
• understands that Shares and the Options, and the ordinary shares underlying the Options, have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and the Shares and Options may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws; and
• you will not make a copy of the Prospectus available to, or distribute a copy of the Prospectus to, or for the account or benefit of, any US person or any person in any other place in which, or to any other person to whom, it would be unlawful to do so.

The distribution of the Prospectus (including an electronic copy) outside Australia may be restricted by law. If you come into possession of the Prospectus outside Australia you should observe any such restrictions and should seek your own advice on those restrictions. Any failure to comply with such restrictions may contravene applicable securities laws.

Enquiries

Persons who are in any doubt as to the course of action to be followed should consult their stockbroker, solicitor, accountant or other professional adviser without delay.

If you have any questions regarding the Public Offer, please contact the Company’s Share Registry, from 8:30am to 5:00pm AEST, Monday to Friday, using the below contact details set out below: