Austar Gold : Prospectus Final

December 12, 2019 at 11:11 pm

AUSTAR GOLD LIMITED

ABN 70 107 180 441

ASX Code: AUL

PROSPECTUS

For the following Offers:

Entitlement Offer - a partially underwritten 1 for 2 pro-rata non- renounceable offer to Eligible Shareholders at the Offer Price of $0.30 to raise up to $5,085,545 (before costs), plus one free attaching New Option for every three New Shares applied for exercisable at $0.60 per New Option on or before the New Option Expiry Date and the Offer of any shortfall to Investors under the Shortfall Offer
Placement Offer - an offer to sophisticated, institutional and/or professional Investors to apply for up to $2,500,000 worth of New Shares at the Offer Price of $0.30 per Placement Share plus one free attaching New Option for every three Placement Shares applied for exercisable at $0.60 per New Option on or before the New Option Expiry Date
Subscription Offer - an offer to Avior Consulting and Gandel Metals to apply for up to $900,000 worth of New Shares at the Offer Price of $0.30 per Subscription Share plus one free attaching New Option for every three Subscription Shares applied for exercisable at $0.60 per New Option on or before the New Option Expiry Date

IMPORTANT NOTICE

This Prospectus is a transaction specific prospectus issued in accordance with section 713 of the Corporations Act. This is an important document that should be read in its entirety. If after reading this Prospectus you have any questions about the New Shares or New Options being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. The New Shares and New Options being offered by this Prospectus should be considered speculative.

Table of contents

1	Important Dates and Summary of the Entitlement Offer---------------------------------------	7
2	Details of the Entitlement Offer ------------------------------------------------------------------	11
3	Details of the Placement Offer, the Subscription Offer and the Shortfall Offer -------------	17
4	Purpose and Effect of the Offers -----------------------------------------------------------------	22
5	Risk factors-----------------------------------------------------------------------------------------	28
6	Rights Attaching to Shares and Options --------------------------------------------------------	36
7	Additional information ----------------------------------------------------------------------------	38
8	Authorisation---------------------------------------------------------------------------------------	46
9	Glossary --------------------------------------------------------------------------------------------	47

CORPORATE DIRECTORY

DIRECTORS

Mr Frank Terranova (Non-executive Chairman)

Mr Paul McNally (Non-executive Director)

Mr Philip Amery (Non-executive Director)

Mr Matthew Gill (Non-executive Director)

Lord Christopher Wellesley (Non-executive Director)

CHIEF EXECUTIVE OFFICER

Mr Bill Frazer

COMPANY SECRETARY

Mr Stephen Kelly

REGISTERED OFFICE

6 Bridge Street Woods Point Vic 3723 Telephone: +61 3 5777 8268 Email: info@AuStargold.com Website: www.AuStargold.com

AUDITORS *

Hall Chadwick

Level 40

2 Park Street

Sydney NSW 2000

SHARE REGISTRY*

Security Transfer Australia Pty Ltd

Suite 913, Exchange Tower

530 Little Collins Street

Melbourne VIC 3000

*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.

IMPORTANT INFORMATION

This Prospectus is dated 12 December 2019 and was lodged with ASIC on that date. ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates. No Securities will be issued or allotted on the basis of this Prospectus later than 13 months after the date this Prospectus was lodged with ASIC.

Application has been made or will be made to ASX within seven days after the date of this Prospectus for quotation of the Securities offered pursuant to this Prospectus. That ASX may grant quotation of the Securities offered under this Prospectus is not to be taken in any way as an indication of the merits of the Company or those Securities. ASX takes no responsibility for the contents of this Prospectus, makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss arising from or in reliance upon any part of the content of the Prospectus.

In preparing this Prospectus, regard has been had to the fact that ASX maintains a database of publicly disclosed information about the Company, that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to potential Investors and professional advisers with whom potential Investors may consult.

This Prospectus is a transaction specific prospectus and has been prepared in accordance with section 713 of the Corporations Act which allows the issue of a more concise prospectus in relation to an offer of continuously quoted securities. It does not contain the same level of disclosure as an initial public offering prospectus and may not contain, by itself, all information relevant to a decision to invest in the Company. In preparing the Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporation Act and that certain matters may reasonably be expected to be known to Investors and professional advisers whom Investors may consult. This Prospectus is intended to be read in conjunction with publicly available information.

Note to prospective Investors

The information contained in this Prospectus is not financial product advice and does not take into account the investment objectives, financial situation or particular needs of any prospective Investor. It is important that any prospective Investor reads this Prospectus carefully and in full before deciding whether to invest in the Company. In considering the prospects of the Company, a prospective Investor should consider the risks that could affect the financial performance or position of the Company. A prospective Investor should carefully consider these risks in the light of their investment objectives, financial situation and particular needs (including financial and taxation issues) and seek professional advice from their accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding whether to invest. There are risks of investing in the Company outlined in Section 5 of this Prospectus, but there may be risk factors in addition to these that should be considered in the light of your personal circumstances.

No person named in this Prospectus, nor any other person, guarantees the performance of the Company, the repayment of capital by the Company or the payment of a return on the Securities offered under this Prospectus or Shares issued on exercise of Options.

No person is authorised to give any information or make any representation in connection with the Offers which is not contained in this Prospectus.

Obtaining a copy of this Prospectus

This Prospectus may be obtained from the Company's website at http://www.austargold.com. Shareholders in other jurisdictions (including the United States), or who are, or are acting for the account or benefit of, a person in the United States are not entitled to access the electronic version of this Prospectus. Persons who access the electronic version of this Prospectus on the Company's website should ensure they download and read the entire Prospectus.

Foreign Jurisdictions

This Prospectus does not constitute an offer or invitation 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 New Shares and New Options or the Entitlement Offer, or to otherwise permit a public offering of the New Shares and New Options under the Entitlement Offer, in any jurisdiction outside Australia and New Zealand.

The distribution of this Prospectus outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus outside Australia and 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. Refer to further details in Sections 7.12 - 7.15, inclusive.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions (other than those mentioned above) having regard to the number of overseas Shareholders, the number and value of Securities these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Entitlement Offer is not being extended and Securities will not be issued to Shareholders under the Entitlement Offer with a registered address which is outside Australia and New Zealand. The other Offers under this Prospectus will not be extended and Securities will not be issued to Shareholders or potential Investors with a registered

address which is outside Australia, except to certain sophisticated or institutional or limited numbers of Shareholders or Investors in jurisdictions where the Company is satisfied that it would be lawful to do so.

The Offers do not constitute an offer to sell or the solicitation of any offer to buy, any securities in the US or to a US Person (or to any person acting for the account or benefit of a US Person), or in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

The Securities offered under this Prospectus have not been, and will not be, registered under the US Securities Act, or the securities laws of any state or other jurisdiction in the US. The Securities offered under this Prospectus may not be offered, sold or resold in the United States or to, or for the account or benefit of, a US Person, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

The distribution of this Prospectus (including an electronic copy) outside Australia and New Zealand may be restricted by law. If you come into possession of this Prospectus, you should observe any such restrictions and should seek your own advice on such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws. The Company disclaims all liability to such persons. By returning a complete Entitlement and Acceptance Form or Application Form or making a payment by BPAY you will be taken to have given the representations and warranties set out in Section 2.6(e) and 3.5 (where applicable), including representations and warranties that there has been no breach of such laws and that all necessary approvals and consents have been obtained.

Forward Looking Statements

Some of the statements appearing in this document may be in the nature of forward looking statements. Past performance is not a guide to future performance. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and such deviations are both normal and to be expected.

Neither the Company nor any of its officers, or any person named in this document or involved in the preparation of this document, make any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, and prospective Investors are cautioned not to place undue reliance on those statements.

The forward looking statements in this document reflect views held only as at the date of this document. The Company does not have an obligation to disseminate after the date of this document any updates or revisions to any such statements to reflect any change in expectations in relation to those statements or any change in events, conditions or circumstances on which any of those statements are based unless required to do so under the Corporations Act to update or correct this document or pursuant to the Company's continuous disclosure obligations under the ASX Listing Rules and the Corporations Act.

Privacy statement

If you complete an Entitlement and Acceptance Form or an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Securityholder and to facilitate distribution payments and corporate communications to you as a Securityholder.

The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your securities in the context of takeovers, regulatory bodies including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the share registry. You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information are governed by legislation including the Privacy Act 1988, the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the Entitlement and Acceptance Form or an Application Form, the Company may not be able to accept or process your application.

Defined Terms

A number of defined terms are used in this Prospectus. Unless the contrary intention appears or the context requires otherwise, words and phrases are as defined in the glossary in Section 9. The financial amounts in this Prospectus are expressed in Australian dollars unless otherwise stated. Any discrepancies between the totals and sums of components in tables contained in this Prospectus are due to rounding.

Disclaimer

No person is authorised to give any information, or to make any representation in connection with the Offers, that is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied upon as having been authorised by the Company in connection with the Offers. Neither the Company nor any other person warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Prospectus.

Chairman's Letter

12 December 2019

Dear Shareholder

On 3 September this year, AuStar Gold Limited (AuStar, or, the Company) announced agreement had been reached to acquire, via merger, Centennial Mining Limited (and all its subsidiaries) via a Deed of Company Arrangement, subject to a number of conditions precedent. On 15 November, Centennial creditors approved the (varied) DOCA and on 26 November we announced that further conditional regulatory and court approvals for the merger had been granted.

On 5 December, the Company announced it had successfully reached agreement for a placement offer, to sophisticated and institutional investors to raise $2.5 million, that it had also reached agreement (subject to formal documentation) for an underwriting of up to $1 million of the planned entitlement offer, as well secured commitments from DOCA participants, Avior Consulting and Gandel Metals, for a subscription for Shares in the Company, on terms set out in the announcement.

We believe this merger will deliver major consolidation, creating a multi-mine gold production company with a strong, strategic Victorian footprint and substantial processing capacity. The bringing together of all commercial gold mining operations in our region and virtually the entire Walhalla to Jamieson gold province within a single company has been a long term goal and one which we believe will richly reward shareholders.

The Board of AuStar Gold Limited (AuStar or the Company) is now pleased to present this Prospectus for each of the following offers (the Offers):

an invitation to Eligible Shareholders to participate in a pro-rata,non-renounceable entitlement offer (Entitlement Offer) of 1 New Share in the Company for every 2 Shares held by Eligible Shareholders on the Record Date (7.00pm AEDT on 17 December 2019), at the Offer Price of $0.30 per New Share together with 1 New Option for every 3 New Shares exercisable at $0.60 and expiring 30 June 2022, to raise up to approximately $5,085,545 (before costs) and the Offer of Entitlement Offer Shortfall Shares, if any, to Investors under the Shortfall Offer;
an offer to certain sophisticated, institutional and/or professional Investors to apply for up to $2,500,000 worth of New Shares at the Offer Price per Placement Share plus one free attaching New Option for every three Placement Shares applied for (Placement Offer); and
an offer to Avior Consulting and Gandel Metals to apply for up to a combined amount of $900,000 worth of New Shares at the Offer Price per Subscription Share plus one free attaching New Option for every three Subscription Shares applied for (Subscription Offer).

The funds raised from the Offers will be used to contribute $2.4 million to the completion of the DOCA as part of the consideration for the acquisition of Centennial, capital development at the A1 mine, capital improvements at both the Maldon and Morning Star processing plants, in-mine resource drilling, regional exploration, working capital and transaction costs, and potential further growth initiatives.

The Offer Price represents a 25% discount to the last traded price of AuStar Shares of $0.004 (being the equivalent of $0.40 on post consolidation basis) prior to the trading halt on 14 November 2019 and the subsequent voluntary suspension of the Shares from trading on 18 November 2019.

Overview of the Entitlement Offer

The Entitlement Offer is being made to all Eligible Shareholders who are registered as a holder of AuStar Shares as at 7.00 pm (AEDT) on 17 December 2019 (the Record Date).

The Entitlement Offer is non-renounceable. Eligible Shareholders are also invited to apply for additional New Shares and additional New Options in excess of their entitlement in accordance with Section 2.6(b) if there is a shortfall between applications received from Eligible Shareholders and the number of New Shares and New Options proposed to be issued under the Entitlement Offer.

The Entitlement Offer is partially underwritten to the amount of $1,000,000 by Claymore Capital Pty Ltd (Underwriter) pursuant to an underwriting agreement, the terms of which are summarised in Section

2.7. The Directors have also reserved the right to place any shortfall at their discretion within 3 months of the closing date of the Offer via the Shortfall Offer.

The Entitlement Offer is currently scheduled to close at 5.00 pm (AEDT) on 9 January 2020. If you wish to subscribe for New Shares and New Options under the Entitlement Offer in accordance with this Prospectus, you must ensure that your application and payment is received by this time in accordance with the instructions set out in Section 2.6.

In addition to the Entitlement Offer and the Shortfall Offer, this Prospectus provides for the Placement Offer to sophisticated, institutional or professional Investors to raise $2.5 million, subject to Shareholder approval being obtained for the issue of Placement Shares and New Options under the Placement Offer at the General Meeting. The Placement Offer is due to settle on the Entitlement Offer Closing Date.

This Prospectus further provides for the Subscription Offer, under which Avior Consulting and Gandel Metals may subscribe for New Shares for up to $400,000 and $500,000, respectively, subject to Shareholder approval being obtained for the issue of New Shares and New Options under the Subscription Offer at the General Meeting.

On completion of the Placement Offer, the Entitlement Offer (subject to completion of the Underwriting) and the Subscription Offer, AuStar will have raised a minimum of $4.4 million, satisfying one of the remaining conditions precedent to the acquisition of Centennial under the DOCA.

The issue of shares under the Placement Offer and the Subscription Offer, the issue of the Underwriter Options and the issue of Additional Consideration Shares to the Centennial Vendors are subject to Shareholder Approvals at a General Meeting of the Company which is expected to be held in mid-January 2020. The Shareholder Approvals, (other than the approval to issue the Underwriter Options), will be interdependent, with the result that each of the resolutions must be passed in order for completion of each of the issues to occur. If Shareholder Approvals are not obtained, the Company's acquisition of Centennial may not proceed. Please refer to Sections 5.1 and 5.2 for further details regarding the requirements of the DOCA, the Company's acquisition of Centennial and the Shareholder Approvals.

The Company is pursuing its strategy to create a truly sustainable and scalable gold company within the region, with both current cash-generating production and significant growth potential from mining operations and exploration of the Company's world class tenement portfolio.

The Board recommends that you read this Prospectus carefully and in its entirety before you decide whether to participate in the Offers. There are a number of risks factors that should be considered in relation to making your decision on whether to participate in any of the Offers and further details of some of the key risks are set out in Section 5.

The Board takes the opportunity to thank all Shareholders and new Investors in the Company for their ongoing support of the Company.

Yours sincerely

Frank Terranova

Chairman

1 Important Dates and Summary of the Entitlement Offer

1.1 Important Dates

Event	Date

Announcement of the Placement, Entitlement Offer, Subscription	5 December 2019
Offer and intention to call the General Meeting

Lodgement of this Prospectus with ASIC and ASX	12	December 2019
Notices sent to Optionholders and Ineligible Shareholders

Notice of the General Meeting dispatched to Shareholders	13	December 2019

Entitlement Offer "Ex" Date	16	December 2019

Record Date for the Entitlement Offer	7pm (AEDT) 17 December 2019

Opening Date for acceptances of the Entitlement Offer	18	December 2019

Prospectus and personalised acceptance forms sent to Eligible	18	December 2019
Shareholders under the Entitlement Offer

Last day to extend the Entitlement Offer Closing Date	6 January 2020

Closing Date for acceptances of the Entitlement Offer	5pm (AEDT) 9 January 2020

Settlement of the Placement Offer	9 January 2020

Entitlement Offer securities quoted on a deferred settlement basis	10	January 2020

Announcement of results of Entitlement Offer and notification of	13	January 2020
Entitlement Offer Shortfall

General Meeting to approve issue of Securities1	13	January 2020
Settlement of Subscription Offer	13	January 2020

Allotment of New Shares and New Options under the Entitlement	14	January 2020
Offer, the Placement Offer and the Subscription Offer1
Dispatch of holding statements
Appendix 2A to be lodged with ASX applying for quotation of all
securities issued

New Shares and New Options trading on a normal basis2	15	January 2020
Completion under the DOCA3	On or before 24 January 2020
Last day for issue of New Shares and New Options under the	9 April 2020
Shortfall Offer

Dates and times in this Prospectus are indicative only and subject to change. Any material changes will be notified to ASX. The Company reserves the right to amend any or all of these dates and times subject to the Corporations Act, the Listing Rules and other applicable laws.

Notes:

Issue of New Shares and New Options under the Placement Offer and the Subscription Offer, the issue of the Underwriter Options and the issue of Additional Consideration Shares to the Centennial Vendors are each subject to shareholder approvals at the General Meeting. Refer to Section 5.1 for further details regarding the Additional Consideration Shares and Section 5.2 for further details regarding the General Meeting and the Shareholder Approvals.
The Company intends to seek Official Quotation of the New Options offered pursuant to this Prospectus, however, Official Quotation of the New Options will be subject to meeting the requirements for quotation of additional securities under Listing Rule 2.5. If the New Options issued under the Offers do not satisfy these requirements the New Options will be unlisted. Refer to Sections 2.9 and 3.7 for further details.

3. The date of completion under the DOCA to be adjusted as necessary in accordance with the agreed timetable for the DOCA. Refer to Section 5.1 for further details in relation to the DOCA.

1.2 Summary of Offers

This Section contains a summary of each of the Entitlement Offer, the Placement Offer and the Subscription Offer. It also includes summaries of the terms of the New Shares and New Options offered under this Prospectus and the Shareholder Approvals relating to the Offers.

Participants should read the Prospectus in full before deciding to invest in Securities.

Summary of Entitlement Offer

Question	Summary	Where to
		find more
		information
What is the	The Entitlement Offer provides Eligible Shareholders with	Section 2.1
Entitlement Offer?	the opportunity to subscribe for 1 New Share for every 2
	Shares they hold at the Record Date at the Offer Price to
	raise up to $5,085,545 (before costs), plus one free
	attaching New Option for every 3 New Shares, free of
	brokerage or other transaction costs.
What is the Offer	The Offer Price is $0.30 (30 cents) per New Share, being	Section 2.1
Price for the	the same issue price per New Share paid by professional,
Entitlement Offer?	sophisticated and institutional Investors and Directors
	under the Placement Offer and other Offers in this
	Prospectus.

What are the	New Options are exercisable at $0.60 per New Option on	Detailed terms
terms of the New	or before the New Option Expiry Date of 30 June 2022.	are set out in
Options?		Section 6.2

Am I eligible to	Only Eligible Shareholders are entitled to participate in	Section 2.5
participate in the	the Entitlement Offer. An Eligible Shareholder is a
Entitlement Offer?	person:
	• who was a registered holder of Shares as at 7.00pm
	(AEET) on 17 December 2019 (being the Record Date
	for the Entitlement Offer); and
	• whose registered address was in Australia or New
	Zealand.

Do I have to	No. Participation in the Entitlement Offer is optional. If	Section 2.6(f)
participate in the	you do not participate, your entitlement under the Offer	and 2.6(i)
Entitlement Offer?	will lapse and your percentage ownership in the
	Company will be diluted.

Can I transfer my	No. The Entitlement Offer is non-renounceable. You	Section 2.6(g)
entitlement to	cannot transfer your right to participate to anyone else.
participate in the
Entitlement Offer?
What is the	Funds raised from the Entitlement Offer and other Offers	Section 4.2
purpose of the	will be used to contribute $2.4M to the closure of the
funds raised	DOCA, with the balance of funds to be used for capital
under the Offers?	development at the A1 mine including a two-level decline
	development, capital improvements at both the Maldon
	and Morning Star processing plants, in-mine resource
	drilling, regional exploration, working capital and
	transaction costs and potential further growth initiatives.

What if the	If the Company is unable to raise sufficient funds under	Sections 4.2,
Company is	this Prospectus it may be unable to complete the	5.1, 5.2 and
unable to raise	acquisition of Centennial and/or it may be required to	5.3
sufficient funds?	reduce the scope of or suspend its proposed work
	programs at either or all of the Morning Star, A1 and
	Maldon sites. It may also consider other funding
	alternatives, including additional equity funding, debt
	funding, joint venture or farm-out arrangements,
	alternative funding arrangements (e.g. streaming finance
	or convertible loan) or asset sales.
What is the	The Opening Date is 17 December 2019 and the Closing	Section 2.1
Entitlement Offer	Date is 5.00 pm (AEDT) on 9 January 2020.
Period?
Is the Entitlement	The Entitlement Offer is partially underwritten to the	Section 2.7
Offer	amount of $1,000,000 on the terms set out in Section
underwritten	2.7. Up to 1,111,111 New Options are being offered
	under this Prospectus to the Underwriter in part
	satisfaction of the Underwriter's fees.

What key risk	There are a number of risk factors that should be	Section 5
factors should be	considered by a prospective Investor in the Company,
considered?	both of a general nature and specific to the Company,
	that may affect the Company's performance, operations
	and the market price of its Shares. Section 5 provides
	details of some of the key risk factors, including risks
	associated with the proposed acquisition of Centennial,
	failure to obtain Shareholder Approvals to the issue of
	New Share and New Options under the Placement Offer
	and the Subscription Offer and other proposed issues of
	Securities, financing risks and risk associated with the
	Company's operations, development plans, mineral
	resources and other matters. There may be risk factors
	in addition to those set out in Section 5 and you should
	consider all risks in light of your personal circumstances.

How are	Applications for New Shares and New Options are to be	Section 2.6
Applications for	made by payment via your unique BPAY® reference
New Shares to be	number or by mailing a completed Entitlement and
made?	Acceptance Form and payment to:
	Security Transfer Australia Pty Ltd
	PO Box 52
	Collins Street West VIC 8007
	An Eligible Shareholder may pay the application monies
	by cheque, bank draft or via BPAY®. All cheques must
	be in Australian currency and made payable to "AuStar
	Gold Limited" and crossed "Not Negotiable".

What is the effect	The effect of the Entitlement Offer on the capital	Sections 4.3,
of the Entitlement	structure, financial position and control of the Company	4.4, 4.5 and
Offer on the	is detailed in Section 4	4.6
Company?
How can I obtain	If you have further questions or enquiries regarding the	Section 7.20
more information?	Entitlement Offer please contact the Company on
	telephone: +61 3 5777 8268 or by email to:
	info@austargold.com.

Summary of Placement Offer

What is the	The Placement Offer consists of an offer to certain	Section 3.1
Placement Offer?	sophisticated, institutional and/or professional Investors
	to apply for up to $2,500,000 worth of New Shares at
	the Offer Price of $0.30 per Placement Share plus one
	free attaching New Option for every three New Shares
	applied for as announced to ASX in the Capital Raising
	Announcement of 5 December 2019.

Is the Placement	Yes. Issue of the Placement Shares and the Placement	Section 5.2
Offer subject to	Options is subject to Shareholder Approvals as
shareholder	summarised in Section 5.2.
approval?
Summary of Subscription Offer

What is the	The Subscription Offer consists of an offer to Avior	Section 3.1
Subscription	Consulting and Gandel Metals to apply for up to a
Offer?	combined amount of $900,000 worth of New Shares at
	the Offer Price of $0.30 per New Share plus one free
	attaching New Option for every three New Shares
	applied for as announced to ASX in the Capital Raising
	Announcement of 5 December 2019.

Is the	Yes. Issue of the Subscription Shares and the	Section 5.2
Subscription Offer	Subscription Options is subject to Shareholder Approvals
subject to	as summarised in Section 5.2.
shareholder
approval?
Terms of the New Shares and New Options

How do the New	The New Shares are fully paid ordinary Shares in the	Section 6
Shares and New	Company and will rank equally with existing Shares from
Options rank?	the date of their issue.
	Each New Option gives the Optionholder the right to
	subscribe for one Share in the Company, which will then
	rank equally with existing Shares from the date of their
	issue.

Will the New	The Company intends to seek Official Quotation on ASX	Section 2.9
Options be listed	of the New Options offered pursuant to this Prospectus,
on ASX?	however, Official Quotation of the New Options will be
	subject to the relevant Listing Rule requirements and if
	those requirements are not met, the New Options will be
	unlisted.
Summary of Shareholder Approvals

What shareholder	The issue of New Shares under the Placement Offer and	Sections 5.1
approvals are	the Subscription Offer, the issue of the Underwriter	and 5.2
required for the	Options and the issue of Additional Consideration Shares
Offers?	to the Centennial Vendors are subject to Shareholder
	Approvals at the General Meeting. The Shareholder
	Approvals will be interdependent (other than approval of
		10

the issue of the Underwriter Options), with the result that each of these resolutions must be passed in order for completion of each of the Placement Offer and the Subscription Offer to occur.

If Shareholder Approvals are not obtained, it is unlikely that the Company will be able to satisfy the Minimum Capital Raising Condition under the DOCA prior to 24 January 2020, with the consequence that the Company's acquisition of Centennial will not proceed.

2 Details of the Entitlement Offer

2.1 The Entitlement Offer

The Entitlement Offer consists of a pro-ratanon-renounceable rights issue to Eligible Shareholders of 16,951,815 New Shares and 5,650,605 New Options on the basis of 1 New Share for every 2 Shares held by Eligible Shareholders at the Record Date at an issue price of $0.30 (30 cents) per New Share (Offer Price) and 1 free New Option for every 3 New Shares subscribed for under the Entitlement Offer. On this basis, the Entitlement Offer will seek to raise up to $5,085,545 (before costs).

The proposed use of funds raised from the Entitlement Offer and other Offers under this Prospectus is set out in Section 4.2.

Eligible Shareholders may apply for Additional New Shares and New Options in excess of their entitlement under the Top-Up Facility described in Section 2.6(b).

Eligible Shareholders will not be required to pay brokerage or other fees in respect of New Shares and New Options acquired under the Offer. Eligible Shareholders should note that the market price of Shares may rise and fall between the date of this Prospectus and the date on which the New Shares are allotted. Accordingly, the price you pay per New Share pursuant to the Offer may be higher or lower than the market price of Shares at the time of this Offer or at the time the New Shares are issued under this Offer.

Each New Option has an exercise price of $0.60 (60 cents) and is exercisable on or before 30 June 2022. The terms and conditions of the New Options are set out in Section 6.2.

The Entitlement Offer opens on 17 December 2019 (Entitlement Offer Opening Date) and is scheduled to close at 5.00pm (AEDT) on 9 January 2020 (Entitlement Offer Closing Date), subject to the Company's rights to extend the Entitlement Offer, close the Entitlement Offer early or withdraw the Entitlement Offer.

2.2 Investment Risks

An investment in the Company should be considered speculative. There are a number of risk factors that could potentially impact the Company and its operations. For information about these risks, please refer to Section 5. The risks identified in Section 5 are not exhaustive and Eligible Shareholders should read this Prospectus in full and seek professional advice if they require further information on material risks in deciding whether to subscribe for New Shares and New Options.

Sections 5.1 and 5.2 set out specific risks regarding completion of the Company's acquisition of Centennial under the DOCA and failure to obtain Shareholder Approvals which are required in relation to issue of New Shares and New Options under each of the Placement Offer and the

Subscription Offer, issue of the Underwriter Options and issue of Additional Consideration Shares to the Centennial Vendors.

If, any of the Shareholder Approvals are not obtained, the Placement Offer and the Subscription Offer do not complete, or the Underwriting Agreement is terminated, the Company may not raise the Minimum Capital Raising Amount of $4.4 million, which is a condition precedent to completion under the DOCA. The Entitlement Offer is not conditional upon the other Offers proceeding, however, if any of these events occur, the Board will consider all options available to it including withdrawing the Entitlement Offer, extending the Entitlement Offer on its current terms (subject to the Listing Rules) or issuing a supplementary prospectus with respect to the Entitlement Offer and allowing Shareholders one month to withdraw their acceptances and have their application monies returned.

2.3 Underwriting

The Entitlement Offer is partially underwritten to an amount of $1,000,000. A summary of the Underwriting Agreement is set out in Section 2.7. The other Offers are not underwritten.

2.4 Top-Up Facility Allocation

If there is excess demand by Eligible Shareholders under the Top-Up Facility described in Section 2.6(b), the Directors reserve full discretion on the allocation of Additional New Shares and New Options under the Top-Up Facility. Consideration will be given to the Shareholders in question, the size and tenure of their shareholding and the overall interest in expressions of interest in New Shares and New Options by the Shareholders. The Directors will not exercise their discretion to issue New Shares and New Options that result in a Shareholder exceeding 19.9% of the fully paid ordinary capital of the Company.

2.5 Eligibility to participate in the Entitlement Offer

A person will be an Eligible Shareholder and eligible to participate in the Entitlement Offer if, as at 7.00pm (AEDT) on the Record Date, being 17 December 2019:

the person was a registered holder of Shares; and
the person's registered address is in Australia or New Zealand.

The Company reserves the right to determine whether a Shareholder is an Eligible Shareholder or an Ineligible Shareholder. This Prospectus and Entitlement and Acceptance Form will only be sent to Eligible Shareholders.

2.6 How to make an Application

Taking up all or part of your Entitlement

The number of New Shares to which you are entitled under the Entitlement Offer is shown in the personalised accompanying Entitlement and Acceptance Form. To subscribe for New Shares and New Options offered to you under your pro rata allocation, please complete the accompanying Entitlement and Acceptance Form according to the instructions on the form for all, or that part, of your pro rata entitlement you wish to subscribe for. In calculating each Eligible Shareholder's entitlement, fractional entitlements have been rounded up to the nearest whole number of New Shares and New Options.

Applying for additional New Shares and New Options under the Top-Up Facility

If you wish to apply for Additional New Shares and New Options in excess of your entitlement, please complete your personalised Entitlement and Acceptance Form accordingly and follow the instructions set out on the form or below.

Your application for additional New Shares and New Options may not be successful (wholly or partially). The decision in relation to the number of additional New Shares and New Options in excess of your entitlement to be allocated to you will be final. No interest will be paid on any application monies received and returned.

Payment

The Offer Price of $0.30 (30 cents) per New Share is payable in full on application.

Payments must be received by 5.00 pm (AEDT) on the Closing Date (9 January 2020) and must be in Australian currency and made by:

BPAY®;
cheque drawn on and payable at any Australian bank and crossed "Not Negotiable"; or
bank draft or money order drawn on and payable at any Australian bank.

If you wish to pay by BPAY®, you do not need to return the Entitlement and Acceptance Form. You simply need to follow the instructions on the Entitlement and Acceptance Form. Different financial institutions may implement earlier cut-off times with regards to electronic payment, so please take this into consideration when making payment by BPAY®. It is your responsibility to ensure that funds submitted through BPAY® are received by no later than 5.00 pm (AEDT) on the Closing Date (9 January 2020).

AuStar will treat you as applying for as many New Shares and New Options as your payment will pay for in full.

Cheques, bank drafts and money orders must be made payable to "AuStar Gold Limited" and crossed 'Not Negotiable'. Cash payments will not be accepted. Receipts for payment will not be provided.

AuStar will not be responsible for any postal or delivery delays or delay in the receipt of your BPAY® payment.

Application monies will be held in trust in a subscription account until New Shares and New Options are issued. Any interest earned on application monies will be for the benefit of AuStar and will be retained by AuStar irrespective of whether any issue of New Shares or New Options takes place.

Return completed Entitlement and Acceptance Form and payment

Unless you are paying by BPAY®, completed Entitlement and Acceptance Forms and payment of application money should be forwarded to the Share Registry by mail addressed to:

Security Transfer Australia Pty Ltd

PO BOX 52

Collins Street West VIC 8007

Completed Entitlement and Acceptance Forms and payments must be received by 5.00 pm (AEDT) on the Closing Date (9 January 2020).

Please note that all acceptances, once received, are irrevocable.

If you wish to pay by BPAY®, you do not need to return the Entitlement and Acceptance Form. Please see Section 2.6(c) above for details.

Representations you will be taken to make by acceptance

By completing and returning your Entitlement and Acceptance Form or making a payment by BPAY®, you will be deemed to have:

acknowledged that you have fully read and understood this Prospectus and the Entitlement and Acceptance Form in their entirety, and you acknowledge the matters and make the warranties and representations and agreements contained in this Prospectus and the Entitlement and Acceptance Form;
agreed to be bound by the terms of the Entitlement Offer, the provisions of this Prospectus and the Constitution;
authorised the Company to register you as the holder of the New Shares and New Options allotted to you;
declared that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Offer;
acknowledged that once the Company receives your Entitlement and Acceptance Form or any payment of application monies via BPAY®, you may not withdraw your application or funds provided except as allowed by law;
agreed to apply for and be issued up to the number of New Shares and New Options and additional New Shares and additional New Options specified in the Entitlement and Acceptance Form, or for which you have submitted payment of any application monies via BPAY®, at the Offer Price per New Share;
authorised the Company, the Share Registry and their respective officers, employees or agents to do anything on your behalf necessary for New Shares and New Options to be issued to you;
declared that you were the registered holder at the Record Date of the Shares indicated in the Entitlement and Acceptance Form as being held by you on the Record Date and that all other details and statements in your Application Form are true, complete and not misleading;
acknowledged that the information contained in this Prospectus and your Entitlement and Acceptance Form is not investment advice nor a recommendation that the New Shares and New Options are suitable for you given your investment objectives, financial situation or particular needs and that you have made your own enquiries before making an investment decision;
acknowledged that this document does not contain all of the information that you may require in order to assess an investment in the Company and is given in the context of the
Company's past and ongoing continuous disclosure announcements to the ASX;
acknowledged the statement of risks in Section 5 (Risk Factors) of this Prospectus and that investments in the company should be considered speculative and are subject to risk;
acknowledged that none of the Company or its related bodies corporate, affiliates and none of its or their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of the Company, nor do they guarantee the repayment of capital nor the exercise of any of the Company's discretions referred to in this Prospectus;
declared that you are in compliance with all relevant laws and regulations (including, without limitation, section 1043A of the Corporations Act and laws and regulations designed to restrict terrorism financing and/or money laundering);

acknowledged that the market price of the New Shares may rise or fall between the date the relevant Offer opens and the date of issue of the New Shares to you under the Entitlement Offer and that the price you pay per New Share under the Entitlement Offer may exceed the market price of the Shares at the time the New Shares are issued to you under the Entitlement Offer;
agreed to provide any requested substantiation of your eligibility to participate in the Entitlement Offer and your holding of Shares on the Record Date; and
authorised the Company to correct any errors in your Entitlement and Acceptance Form.

No minimum subscription

There is no minimum subscription for an Eligible Shareholder under the Offer.

No Trading of Entitlements

The Entitlement Offer is made on a 'non-renounceable' basis, which means that you cannot sell, trade or transfer all or any part of your Entitlement to New Shares or New Options under the Offer. Any part of your Entitlement that is not accepted by you will lapse.

Refunds of excess application monies

Any application monies received for more than the number of New Shares and New Options issued to you will be refunded as soon as reasonably practicable following the close of the Entitlement Offer. No interest will be paid on any application monies. Payment of any refund will be made by cheque mailed to your address as last recorded in the Company's register of members.

If you do nothing

If you do not apply pursuant to the Entitlement Offer, your entitlement under the Offer will lapse.

If you do not apply pursuant to the Entitlement Offer, your percentage ownership in the Company will be diluted because the issue of New Shares under the Entitlement Offer and the issue of Shares on exercise of New Options under the Entitlement Offer, will increase the total number of Shares on issue.

2.7 Terms of the Underwriting

The Underwriter has agreed to underwrite the Entitlement Offer up to the Partially Underwritten Amount of $1,000,000 pursuant to the terms of the Underwriting Agreement.

Subject to certain conditions precedent, including ASX not having indicated that it will not grant permission for Official Quotation of the New Shares to be issued under the Entitlement Offer on or before the Entitlement Offer settlement date, if funds raised from valid acceptances from Eligible Shareholders under the Entitlement Offer at the Entitlement Offer Closing Date (Funds Raised from Acceptances) are less than the Partially Underwritten Amount, the Underwriter will underwrite and procure subscriptions for New Shares up to the difference between the Partially Underwritten Amount and the amount of the Funds Raised from Acceptances on the terms and conditions of the Underwriting Agreement (Underwritten Shortfall Shares).

The Underwriting Agreement contains the following key terms:

The Underwriter has the right to nominate and determine who is to receive the Underwritten Shortfall Shares.

Representations and warranties are given by the Company under the Underwriting Agreement which are considered usual for agreements of this nature, including that the Company is not in breach of any provision of the Corporations Act, Listing Rules and other

relevant laws, that the Prospectus contains all material information required under the Corporations Act and does not contain any misleading or deceptive information, and that the Company has complied with its continuous disclosure requirements.

Undertakings are made by the Company regarding compliance with the Corporations Act, the Listing Rules and all applicable laws, conduct of its business, and that during the period of the Offer there will be no Prescribed Occurrence being the events set out in section

652C of the Corporations Act and no further issue of securities except as disclosed in the Prospectus or ASX prior to the Underwriting Agreement being entered into.

The Underwriter is entitled to a management fee of $50,000 plus GST and an underwriting fee of $50,000.

In addition, as part of the Underwriter's fees, the Company is offering to the Underwriter or its nominee under this Prospectus, 1 New Option for every 3 Underwritten Shortfall Shares that are issued to the Underwriter (or its nominee) or for which the Underwriter procures subscriptions (Underwriter Options), subject to shareholder approval being obtained at the General Meeting. In the event that Shareholder Approval is not obtained to the issue of the Underwriter Options, this will constitute a termination event under the Underwriting Agreement and the Underwriter will be entitled to immediately terminate the Underwriting Agreement.

The Company has also agreed that Evolution Equities will have a right of first refusal to place shares if there is a placement of Shortfall Offer Shares following closing of the Entitlement Offer, for which it will be paid 6% plus GST for any funds raised.

Costs and expenses incurred by the Underwriter in relation to the Offer are payable by the Company.

The Underwriter may terminate the Underwriting Agreement, and be relieved of its obligations under the Underwriting Agreement, in certain circumstances, including, in the event of default by the Company, breach of relevant laws, withdrawal of the Offer, breach of material contracts including the Underwriting Agreement, a market fall in the S&P/ASX 200 Index on any two Business Days during the Period of the Entitlement Offer of 12.5%, quotation of New Shares not being granted, the Company being insolvent, failure to issue the Underwriter Options, a new circumstance arising that would have been required to be disclosed in the Prospectus, any representation or warranty being incorrect, any disclosures made by the Company being misleading or deceptive, a material adverse change, or an event occurs which is likely to give rise to a material adverse change, in the financial position, results, operations or prospects of Austar Gold and other circumstances usual in agreements of this nature.

The Company has agreed to indemnify the Underwriter in relation to any breach of its obligations, undertakings, representations and warranties under the Underwriting Agreement or in respect of the Offer.

Other terms and conditions which are considered usual for underwriting agreements of this nature.

2.8 Shortfall

Any entitlement not taken up pursuant to the Entitlement Offer or by the Underwriter pursuant to the Underwriting Agreement will form the shortfall offer (Shortfall Offer). The Shortfall Offer is a separate offer made pursuant to this Prospectus and will remain open for three months following the Entitlement Offer Closing Date. Under the Shortfall Offer, the Company may invite Investors to apply for Shortfall Offer Shares at the Offer Price of $0.30 per Shortfall Offer Share plus 1 free New Option for every 3 Shortfall Offer Shares applied for. Details of the Shortfall Offer are set out in Section 3.3.

2.9 ASX Listing

Application for Official Quotation of the New Shares offered pursuant to the Entitlement Offer has been made or will be made within seven days of the date of this Prospectus.

If the New Shares are not admitted to Official Quotation by ASX before the expiration of three months after the date of issue of this Prospectus, or such period as varied by ASIC, the Company will not issue any Entitlement Offer Shares and will repay all Application Monies for the Entitlement Offer Shares within the time prescribed under the Corporations Act, without interest.

The Company intends to seek Official Quotation of the New Options offered pursuant to this Prospectus, however, Official Quotation of the New Options will be subject to meeting the requirements for quotation of additional securities under Listing Rule 2.5. If the New Options issued under the Offers do not satisfy these requirements the New Options will be unlisted.

The fact that ASX may grant Official Quotation to the New Shares or the New Options is not to be taken in any way as an indication of the merits of the Company or the Entitlement Offer Shares offered for subscription.

3 Details of the Placement Offer, the Subscription Offer and the Shortfall Offer

3.1 The Placement Offer

The Placement Offer consists of an offer to certain sophisticated, institutional and/or professional Investors to apply for up to $2,500,000 worth of New Shares at the Offer Price of $0.30 per Placement Share plus one free attaching New Option for every three New Shares applied for as announced to ASX in the Capital Raising Announcement of 5 December 2019 (Placement Offer).

The total number of New Shares to be issued under the Placement Offer is 8,333,334 New Shares (Placement Shares) and the total number of New Options is 2,777,778 New Options (Placement Options).

The Placement Offer is being extended to related parties of the following Directors and the issue of a total of 1,080,000 Placement Shares and 360,000 Placement Options to these related parties is subject to Shareholder approval under Listing Rule 10.11 at the General Meeting expected to be held by mid-January 2020.

Director	Placement Shares	Placement Options	Price

Mr Philip Amery	166,667	55,556	$50,000.00

Mr Paul McNally	883,333	294,444	$264,999.90

Mr Matthew Gill	30,000	10,000	$9,000.00

The Placement Shares were within the Company's placement capacity under Listing Rules 7.1 and 7.1A at the date of the Capital Raising Announcement, however, as the Placement Shares will be

issued following the General Meeting, Shareholder approval to their issue will also be sought under Listing Rule 7.4.

Issue of the Placement Options is outside the Company's Listing Rule 7.1 and 7.1A placement capacity and will also be subject to shareholder approval at the General Meeting under Listing Rule 7.1.

In addition, the issue of shares under the Subscription Offer, the issue of the Underwriter Options and the issue of Additional Consideration Shares to the Centennial Vendors are also subject to Shareholder Approvals at the General Meeting. The Shareholder Approvals, (other than the approval to issue the Underwriter Options), will be interdependent, with the result that each of the resolutions must be passed in order for completion of each of the Placement Offer and the Subscription Offer to occur. If Shareholder Approvals are not obtained, it is unlikely that the Company will be able to satisfy the Minimum Capital Raising Condition under the DOCA prior to 24 January 2020, with the consequence that the Company's acquisition of Centennial will not proceed. Please refer to Sections 5.1 and 5.2 for further details regarding the requirements of the DOCA, the Company's acquisition of Centennial and the Shareholder Approvals.

The date of settlement under the Placement Offer is 9 January 2020, being the last date for receipt of funds under the Placement Offer. Allotment of the Placement Shares and Placement Options is expected to occur on 14 January 2020.

The Placement Shares offered under the Placement Offer will rank equally with the existing Shares on issue. A summary of the material rights and liabilities attaching to the Shares is set out in Section 6.1. The rights and liabilities attaching to the Placement Options are set out in Section

6.2. Shares issued on exercise of the Placement Options will rank equally in all respect with existing Shares on issue.

3.2 The Subscription Offer

As set out in the Capital Raising Announcement:

Avior Consulting (or its nominee) has committed to subscribe for New Shares in the Company in the amount of $400,000 at the Offer Price, by way of a placement from the Shortfall Offer, or by way of a special purpose placement following completion of the Entitlement Offer if the Shortfall Offer is insufficient (Avior Subscription); and

Gandel Metals (or its nominee) has committed to subscribe for Shares in the Company up to the amount of $500,000 at the Offer Price, by way of:

a placement from the Shortfall Offer, if any, of the amount required for the total of the funds raised under the Entitlement Offer, the Placement and the Avior Subscription to equal $4,400,000; or
at the discretion of Gandel Metals, in the event the total of the funds raised under the Entitlement Offer, the Placement Offer and the Avior Subscription exceed $4,400,000, by way of a special purpose placement following completion of the Entitlement Offer, if the Shortfall Offer is insufficient (Gandel Subscription).

In addition, Avior Consulting and Gandel Metals will receive 1 free attaching New Option for every 3 New Shares subscribed for under the Avior Subscription and the Gandel Subscription, respectively.

In the event that:

in the case of the Avior Subscription, there is no Shortfall Offer, or the Shortfall Offer is insufficient for the Avior Subscription; and

in the case of the Gandel Subscription:

the total funds raised from the Entitlement Offer, the Placement Offer and the Avior Subscription exceed a minimum of $4.4 million;
there is no capacity for the Gandel Subscription under the Shortfall Offer; and
Gandel Metals exercises its discretion to contribute $500,000 by way of a special purpose placement following completion of the Entitlement Offer,

the Avior Subscription and the Gandel Subscription will be completed by way of a special purpose placement following completion of the Entitlement Offer (the Subscription Offer).

Issue of the New Shares and New Options under the Subscription Offer is outside the Company's Listing Rule 7.1 and 7.1A placement capacity and will be subject to shareholder approval at the General Meeting under Listing Rule 7.1.

In addition, the issue of shares under the Placement Offer, the issue of the Underwriter Options and the issue of Additional Consideration Shares to the Centennial Vendors are also subject to Shareholder Approvals at the General Meeting. The Shareholder Approvals, other than the approval to issue the Underwriter Options, will be interdependent, with the result that each of the resolutions must be passed in order for completion of each of the Placement Offer and the Subscription Offer to occur. If Shareholder Approvals are not obtained, it is unlikely that the Company will be able to satisfy the Minimum Capital Raising Condition under the DOCA prior to 24 January 2020, with the consequence that the Company's acquisition of Centennial will not proceed. Please refer to Sections 5.1 and 5.2 for further details regarding the requirements of the DOCA, the Company's acquisition of Centennial and the Shareholder Approvals.

Receipt of funds under the Subscription Offer is due on or before 13 January 2020.

Allotment of the New Shares and New Options under the Subscription Offer is expected to occur on or around 14 January 2020.

The following table sets out the maximum number of New Shares and New Options that will be issued to each of Avior Consulting and Gandel Metals (or their respective nominees) in the event of completion of the Subscription Offer and the maximum amount to be raised in addition to the $7,500,000 million raised by the Placement and the Entitlement Offer assuming the Entitlement Offer is fully subscribed.

Subscriber	Shares	New	Amount
		Options	raised
Avior Consulting	1,333,333	444,445	$400,000
Gandel Metals	1,666,667	555,556	$500,000
Total	3,000,001	1,000,001	$900,000

The New Shares offered under the Subscription Offer will rank equally with the existing Shares on issue. A summary of the material rights and liabilities attaching to the New Shares is set out in Section 6.1. The rights and liabilities attaching to the New Options are set out in Section 6.2. Shares issued on exercise of the New Options will rank equally in all respect with existing Shares on issue.

3.3 The Shortfall Offer

Any entitlement not taken up pursuant to the Entitlement Offer or by the Underwriter pursuant to the Underwriting Agreement will form the Shortfall Offer. The Shortfall Offer is a separate offer

made pursuant to this Prospectus and will remain open for three months following the Entitlement Offer Closing Date (unless closed earlier by the Board).

The opening date of the Shortfall Offer will be after the Offer Closing Date and is expected to be 14 January 2020. The Closing Date of the Shortfall Offer is expected to be 9 April 2020 (unless the Board elects to close the Shortfall Offer earlier).

Under the Shortfall Offer, the Company may invite Investors to apply for Shortfall Offer Shares at the Offer Price per Shortfall Offer Share plus 1 free New Option for every 3 Shortfall Offer Shares applied for.

On the assumption that the value of New Shares taken up pursuant to the Entitlement Offer and New Shares issued to the Underwriter pursuant to the Underwriting Agreement equal the Partially Underwritten Amount of $1,000,000, then:

the maximum amount that may be raised under the Shortfall Offer is $4,085,545;

the maximum amount of New Shares that will be issued under the Shortfall Offer is 13,618,482 New Shares (Shortfall Offer Shares); and

the maximum amount of New Options that will be issued under the Shortfall Offer is 4,539,494 New Options (Shortfall Offer Options).

The Shortfall Offer will only be extended to specific parties on invitation from the Directors. Application Forms will be provided by the Company to these parties together with details of how to apply for Shortfall Offer Shares. The Shortfall Offer will not be extended to any persons for whom Shareholder approval is required, including under Listing Rule 10.11, (including substantial Shareholders of the Company, any Related Party or any of their associates), unless shareholder approval is obtained as required by Listing Rule 10.11.

The Shortfall Offer Shares offered under the Shortfall Offer will rank equally with the existing Shares on issue. A summary of the material rights and liabilities attaching to the Shares is set out in Section 6.1. The rights and liabilities attaching to the Shortfall Offer Options are set out in Section 6.2 of this Prospectus. Shares issued on exercise of the Shortfall Offer Options will rank equally in all respect with existing Shares on issue.

3.4 Investment Risks

An investment in the Company should considered to be speculative. There are a number of risk factors that could potentially impact the Company and its operations. For information about these risks, please refer to Section 5. The risks identified in Section 5 are not exhaustive and Eligible Shareholders should read this Prospectus in full and seek professional advice if they require further information on material risks in deciding whether to subscribe for New Shares and New Options.

Sections 5.1 and 5.2 set out specific risks regarding completion of the Company's acquisition of Centennial under the DOCA, failure to obtain Shareholder Approvals which are required in relation to issue of New Shares and New Options under each of the Placement Offer and the Subscription Offer, issue of the Underwriter Options and issue of Additional Consideration Shares to the Centennial Vendors, and the failure to raise sufficient funding for the Company's proposed use of funds raised under Offers as set out in Section 4.2.

3.5 Applications

Applications for New Shares and New Options under each of the Placement Offer, Subscription Offer and Shortfall Offer must only be made by Investors using the Application Form accompanying this Prospectus as provided to those Investors by the Company. By completing an Application Form, you will be deemed to have:

acknowledged that you have fully read and understood this Prospectus and the Application Form in their entirety and you acknowledge the matters and make the warranties and representations and agreements contained in this Prospectus and the Application Form;

agreed to be bound by the terms of the relevant Offer, the provisions of this Prospectus and the Constitution;

authorised the Company to register you as the holder of the New Shares and New Options allotted to you;

declared that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Offer;

acknowledged that once the Company receives your Application Form or any payment of application monies, you may not withdraw your application or funds provided except as allowed by law;

agreed to apply for and be issued up to the number of New Shares and New Options specified in the Application Form at the Offer Price per New Share;

authorised the Company, the Share Registry and their respective officers, employees or agents to do anything on your behalf necessary for New Shares and New Options to be issued to you;

declared that all details and statements in your Application Form are true, complete and not misleading;

acknowledged that the information contained in this Prospectus and your Application Form is not investment advice nor a recommendation that the New Shares and New Options are suitable for you given your investment objectives, financial situation or particular needs and that you have made your own enquiries before making an investment decision;

acknowledged that this document does contain all of the information that you may require in order to assess an investment in the Company and is given in the context of the Company's past and ongoing continuous disclosure announcements to the ASX;

acknowledged the statement of risks in Section 5 ('Key risk factors') of this Prospectus and that investments in the company are subject to risk;

acknowledged that none of the Company or its related bodies corporate, affiliates and none of its or their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of the Company, nor do they guarantee the repayment of capital nor the exercise of any of the Company's discretions referred to in this Prospectus;

declared that you are in compliance with all relevant laws and regulations (including, without limitation, section 1043A of the Corporations Act and laws and regulations designed to restrict terrorism financing and/or money laundering);

acknowledged that the market price of the New Shares may rise or fall between the date the relevant Offer opens and the date of issue of the New Shares to you under the Offer and that the price you pay per New Share under the Offer may exceed the market price of the Shares at the time the New Shares are issued to you under the Offer; and

agreed to provide any requested substantiation of your eligibility to participate in the Offer.

3.6 Not underwritten

The Placement Offer, Subscription Offer and Shortfall Offer are not underwritten.

3.7 ASX Listing

Application for Official Quotation of the New Shares offered pursuant to the Offers has been made or will be made within seven days of the date of this Prospectus.

If the New Shares are not admitted to Official Quotation by ASX before the expiration of three months after the date of issue of this Prospectus, or such period as varied by ASIC, the Company will not issue any Placement Shares, Subscription Shares or Shortfall Offer Shares, and will repay all Application Monies for the New Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the New Shares or the New Options is not to be taken in any way as an indication of the merits of the Company or the New Shares or New Options offered for subscription.

4 Purpose and Effect of the Offers

4.1 Purpose of the Offers

The purpose of the Offers is to raise up to approximately $7.5 million and to provide the Company with a potential source of additional capital if the New Options are exercised.

The $7.5 million excludes the Subscription Amount of up to $900,000 under the Subscription Offer, if applicable, which may be in addition to the $7.5 million in the event there is no Shortfall Offer, or the Shortfall Offer is insufficient for the Avior Subscription and the Gandel Subscription and Gandel Metals exercises its discretion to contribute the Gandel Subscription by way of a special purpose placement following completion of the Entitlement Offer.

4.2 Use of Funds

Funds raised from the Offers are planned to be used to contribute $2,400,000 to the closure of the DOCA, with the balance of funds to be used for: (a) capital development at the A1 mine; (b) capital improvements at both the Maldon and Morning Star processing plants; (c) in-mine resource drilling; (d) regional exploration; (e) working capital and transaction costs, and (f) potential further growth initiatives.

The following tables show the source of funds and the proposed use of funds from the Offers (assuming that the acquisition of Centennial under the DOCA is completed). The "Minimum" columns assume that the Minimum Capital Raising Amount of $4.4 million is raised from the Entitlement Offer (raising $1,000,000, which is underwritten by the Underwriter) and from completion of the Placement Offer and Subscription Offer (raising $2,500,000 and $900,000, respectively). The "Maximum" column assumes that the Entitlement Offer is fully subscribed and the Placement Offer is completed collectively raising $7.5 million and that the Subscription Offer is completed raising an additional $900,000.

The issue of New Shares and New Options under the Placement Offer and the Subscription Offer and other matters described in Section 5.2, are subject to Shareholder Approvals at the General Meeting. If any of the Shareholder Approvals, other than the approval to issue the Underwriter Options, are not obtained, the Placement Offer and the Subscription Offer do not complete, or the Underwriting Agreement is terminated, the Company may not raise $7.5 million and further, may not raise the Minimum Capital Raising Amount of $4.4 million required to satisfy the Minimum Capital Raising Condition under the DOCA. If the Entitlement Offer proceeds where Shareholder Approvals are not obtained and does not raise the minimum of $4.4 million required

to satisfy the Minimum Capital Raising Condition, it is unlikely that the Company will be able to satisfy the Minimum Capital Raising Condition prior to 24 January 2020, with the consequence that the Company's acquisition of Centennial will not proceed. The Entitlement Offer is not conditional upon the other Offers proceeding, however, if any of these events occur, the Board will consider all options available to it including withdrawing the Entitlement Offer, extending the Entitlement Offer on its current terms (subject to the Listing Rules) or issuing a supplementary prospectus with respect to the Entitlement Offer and allowing Shareholders one month to withdraw their acceptances and have their application monies returned. For further details regarding completion of the DOCA and the Shareholder Approvals please refer to Sections 5.1 and 5.2.

Source of Funds	Minimum $	Maximum $

Proceeds from the Placement Offer	2,500,000	2,500,000
Proceeds from the Entitlement Offer	1,000,000	5,085,545
Proceeds from the Subscription Offer	900,000	900,000
Proposed Funds on completion of the	4,400,000	8,485,545
Placement, the Offer and the Subscription

Proposed Use of Funds	Minimum $	Maximum $

Funds contributed to closure of the DOCA	2,400,000	2,400,000
Transaction costs associated with DOCA	180,000	180,000
Capital development at A1 Mine	400,000	1,400,000
Capital improvements at Maldon and Morning Star
processing plants	300,000	500,000
Tailings dam upgrade	500,000	500,000
In-mine resource drilling	150,000	800,000
Regional exploration	-	100,000
Costs of the Offers	280,000	287,000
Working Capital and potential further growth	190,000	2,318,545
initiatives
Proposed Use of Funds	4,400,000	8,485,545

The above proposed use of funds table is a statement of current intentions as at the date of this Prospectus. Intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on that basis where appropriate.

If less than minimum amount indicated in the use of funds table above is raised from the Offers, priority will be given (after payment of the costs of the Offers) to contributing the agreed amount of $2,400,000 to the closure of the DOCA.

If the Company is unable to raise sufficient funds under this Prospectus for the acquisition of Centennial under the DOCA, or for the other activities contemplated by the proposed use of funds table above, the Company may be required to reduce the scope or suspend its proposed work program at either or all of the Morning Star, A1 and Maldon sites. It may also consider other funding alternatives, including additional equity funding, debt funding, joint venture or farm-out arrangements, alternative funding arrangements (e.g. streaming finance or convertible loan) or asset sales. Please refer to Section 5.3 for further details about the financing risks relating to the Company.

Additional funds may become available to the Company, should the New Options be exercised on or before their expiry date (30 June 2022), however, the Company is not relying on these additional funds for its planned work programs.

4.3 Effect of the Offers on capital structure

The effect of the Offers on the Company's issued capital as at the date of this Prospectus is set out in the tables below. The Minimum and Maximum columns are calculated on the basis set out in clause 4.2.

Shares			Minimum		Maximum
		Number		Number

Shares on issue as at the date of this Prospectus	33,903,630	33,903,630

New Shares issued pursuant to the Entitlement Offer	3,333,333	16,951,815

Total Shares on issue on completion of the Entitlement Offer	37,236,963	50,855,445

New Shares issued pursuant to the Placement Offer	8,333,334	8,333,334

New Shares issued pursuant to the Subscription Offer	3,000,001	3,000,001

Total Shares on issue on completion of the Offers	48,570,298	62,188,780

Consideration Shares and Additional Consideration Shares to be	25,236,854	25,236,854
issued upon completion of the DOCA to the Centennial Vendors


Total Shares on issue following completion of the Offers and	73,807,152	87,425,634
the DOCA


Fully diluted Share capital3	84,684,135	102,842,111

Notes:

The actual numbers may vary slightly due to rounding of fractional entitlements
Refer Section 5.1 of this Prospectus for further information regarding the acquisition of Centennial under the terms of the DOCA
Fully diluted Share capital assumes all Options in the table below are exercised and all Performance Rights set out below vest

	Options			Minimum		Maximum
			Number		Number

	Options on issue as at the date of this Prospectus

	Quoted Options exercisable at $1.00 each on or before 30 September 2020	3,276,982	3,276,982

	Unquoted Options exercisable at $1.80 each on or before 8 September 2021	300,000	300,000

	Unquoted Options exercisable at $2.000 each on or before 30 November	150,000	150,000
2021

	Total Options on issue as at the date of this Prospectus	3,726,982	3,726,982

	New Options to be issued pursuant to the Entitlement Offer	1,111,1113	5,650,605
	Total Options on issue on completion of the Entitlement Offer	4,838,093	9,377,587

	New Options to be issued pursuant to the Placement Offer	2,777,778	2,777,778

	New Options to be issued pursuant to the Subscription Offer	1,000,001	1,000,001

	Total Options on issue on completion of the Offers	8,615,872	13,155,366

	Underwriter Options to be issued to the Underwriter	1,111,1113	1,111,1113
	Total Options on issue on completion of the Offers and the issue of	9,726,983	14,266,477
	the Underwriter Options

Notes:

The actual numbers may vary slightly due to rounding of fractional entitlements
The tables assume that no options are exercised and no performance rights vest prior to the completion of the Offers.
Assumes that the Underwriter subscribes for, or procures subscriptions for, the full Partially Underwritten Amount.

The Company also has 1,150,000 Performance Right on Issue, which are subject to vesting conditions, which will not be affected by the Offers.

4.4 Financial effect of the Offers

The effect of the Offers on the Company's cash balance as at the date of this Prospectus is set out in the tables below. The Minimum and Maximum columns are calculated on the basis set out in clause 4.2.

Financial position	Minimum $	Maximum $
Increase in the Company's cash balance as a result of	4,400,000	$8,485,545
the Offers
Estimated costs of the Offers	($278,140)	($286,138)
Cash consideration payable upon the completion of
the DOCA and the acquisition of Centennial and DOCA	($2,580,000)	($2,580,000)
transaction Costs
Net increase in the Company's cash balance	$1,541,860	$5,619,407

As the New Options are being issued for nil consideration, the Offer of New Options will not have any immediate effect on the Company's financial position. However, for every New Option that is exercised on or before the New Option Expiry Date, the Company will receive $0.60 and its issued capital will increase by one Share. These funds are not included in the above table, given the uncertainty around the number of New Options to be ultimately issued and whether and when any of the New Options will be exercised. If all New Options offered under this Prospectus are issued and all of those New Options are subsequently exercised, the Company will be paid exercise proceeds of approximately $6,323,697 and an additional 10,539,495 Shares will be issued.

4.5 Pro forma balance sheet

The audited balance sheet as at 30 June 2019 and the unaudited pro-forma balance sheet as at 30 June 2019 shown below have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position as a result of the Offers.

The pro-forma balance sheet has been prepared in order to provide Investors with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company after completion of the Offer. The historical and pro-forma financial information is presented in an abbreviated form and does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

The Minimum and Maximum columns in the pro forma balance sheet are calculated on the basis set out in clause 4.2.

	Audited 1			Pro-forma Minimum			Pro-forma Maximum
	30/06/2019	30/06/2019	30/06/2019
	$	$	$
	(Audited)			(Unaudited)			(Unaudited)

ASSETS
Current Assets
Cash and cash equivalents	$543,256	$2,085,116	$6,162,663
Trade and other receivables	$67,508	$67,508	$67,508
Other assets	$207,369	$207,369	$207,369
Inventories	$218,310		$218,310			$218,310
Total Current Assets	$1,036,443	$2,578,303	$6,655,850
Non-Current Assets
Other assets	$12,145	$12,145	$12,145
Exploration and evaluation	-	$9,674,742	$9,674,742
expenditure 2

Plant and equipment 2	$491,750		$3,491,750			$3,491,750
Total Non-Current Assets	$503,895	$13,178,637	$13,178,637

Total Assets	$1,540,338	$15,756,940	$19,834,487
LIABILITIES

Current Liabilities
Trade and other payables	$1,298,099	$1,298,099	$1,298,099
Interest bearing loans and	$55,281		$55,281			$55,281
borrowings
Total Current Liabilities	$1,353,380	$1,353,380	$1,353,380

Total Liabilities	$1,353,380	$1,353,380	$1,353,380

Net (Deficiency)/Assets	$186,958	$14,403,560	$18,481,107
EQUITY


Contributed equity	$41,259,873	$55,476,475	$59,554,022
Reserves	$2,225,584	$2,225,584	$2,225,584
Accumulated losses	($42,842,338)	($42,842,338)	($42,842,338)
Equity attributable to members of
the consolidated entity	$643,119	$14,859,721	$18,937,268
Non-controlling interest	($456,161)		($456,161)			($456,161)
Total Equity	$186,958	$14,403,560	$18,481,107



					26

Notes:

Extracted from the audited consolidated financial statements for the year ended 30 June 2019.
Represents the provisional accounting for the acquisition by the Company of a 100% ownership interest in Centennial. The Company has not, at the date of this Prospectus obtained control of Centennial and is therefore not in a position to fully assess the identifiable net assets and liabilities of Centennial Mining Limited based on the circumstances that are in existence at the date the acquisition is completed. In accordance with AASB Business Combinations the Company will have twelve months from the date it acquires control of Centennial to complete the accounting for the acquisition based on the Company's assessment of the circumstances that are in existence at the date of the acquisition.
The provisional accounting for the acquisition of 100% of Centennial is based on the following:
1. A $2.4 million cash contribution to the DOCA;
2. immediately prior to the completion of the DOCA, Centennial and the Company will enter into a merger transaction by way of transfer of shares in Centennial to the Company under section 444GA of the Corporations Act whereby Centennial shareholders (excluding the Company) will receive a pro rata allocation of 25,236,854 shares in the Company; and
3. an amount of $180,000 payable for transaction costs associated with completion of the acquisition.

4.6 Effect of the Offers on control

Mr Paul McNally (a Director of the Company) is the only current substantial shareholder of the Company as at the last practical date prior to lodgement of this Prospectus (being 9 December 2019), according to substantial holding notices lodged with the Company, as follows:

NAME	Number of Shares	Voting Power*
	Currently Held

Mr Paul McNally (in respect of relevant	4,243,547	12.52%
interests in the Shareholdings of McNally Clan
Investments Pty Ltd and P J and V McNally)

*As set out in the latest Form 604 lodged with the Company

The top 20 Shareholders of the Company as at the last practical date prior to lodgement (being 9 December 2019) are as follows:

RANK	HOLDER NAME	No of Shares	%
1	MCNALLY CLAN INVESTMENTS PTY LTD	4,098,547	12.09%

2	CHESBREEZE PTY LTD	1,168,203	3.45%

3	FROST ALAN MAXWELL	861,334	2.54%

4	KASSA CORP PTY LTD	800,000	2.36%

5	P KAMPFNER PTY LTD	800,000	2.36%

6	PW & VJ COOPER PTY LTD	732,223	2.16%

7	CITICORP NOM PTY LTD	698,754	2.06%

8	JHS & D PTY LTD	600,000	1.77%

RANK	HOLDER NAME	No of Shares	%
9	SAXON ACQUISITIONS PTY LTD	581,667	1.72%

10	YATES ROGAN RICHARD	560,000	1.65%

11	MARSON CATHERINE A + J	525,000	1.55%

12	NAMBIA PTY LTD	433,334	1.28%

13	J P MORGAN NOM AUST PTY LTD	355,238	1.05%

14	BANKS-SMITH KEVIN	346,557	1.02%

15	YATES ROGAN	333,334	0.98%

16	WIZSYD PTY LTD	333,334	0.98%

17	SHANDONG TIANYE REAL ESTA	285,172	0.84%

18	MAEANDER HLDGS PTY LTD	263,000	0.78%

19	HSBC CUSTODY NOM AUST LTD	261,051	0.77%

20	HALL ISRAEL J + M J	255,000	0.75%


		14,291,748	42.16%

If the Entitlement Offer is fully subscribed, the Entitlement Offer (of itself) is not expected to have a material effect on the control of the Company.

In relation to the other Offers and on the basis of the minimum and maximum calculations set out in Sections 4.2 and 4.3 above, upon completion of the Placement Offer and the other Offers, the substantial interest of Mr Paul McNally (and his associates) is expected to be reduced to 10.56% (minimum raising) and 8.24% (maximum raising). Mr McNally has advised the Company of his intention to take up part of his Entitlement under the Entitlement Offer, and these percentages may change slightly depending on the level of take up. Mr McNally's interest will be further reduced upon issue of the Consideration Shares and Additional Shares under the DOCA.

Otherwise, the Placement Offer and Subscription Offer are not expected to have a material effect on the control of the Company.

5 Risk factors

There are a number of risk factors that could potentially impact the Company and its operations. Eligible Shareholders and prospective new Investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus and the publicly available information about the Company, including previous disclosures made by the Company in accordance with its periodic and continuous disclosure obligations, before deciding whether to participate in the Offers.

The below list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by Investors in the Company. Other factors not specifically referred to may in the future materially affect the financial performance of the Company and the value of the securities offered under the Offers. Therefore, the securities to be issued pursuant to the Offers carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential Investors should consider that an investment in the Company is speculative and should consult their professional advisers before deciding whether to participate in the Offers.

5.1 Risks associated with the proposed acquisition of Centennial

On 3 September 2019, the Company announced to ASX that it had reached agreement to acquire via merger, 100% of Centennial, owner of the A1 Gold Mine near Woods Point and the Maldon CIL processing plant near Bendigo, Victoria, via implementation of the DOCA.

As set out in the Notice of the Annual General Meeting of the Company dated 28 October 2019, the Company had undertaken to pay the following consideration to acquire a 100% ownership interest in Centennial:

a $2.4 million cash contribution to the DOCA, payable to the Deed Administrators for their fees, costs and expenses and to the creditors of Centennial; and

immediately prior to the completion of the DOCA, Centennial and the Company will enter into a merger transaction by way of transfer of shares in Centennial to the Company under section 444GA of the Corporations Act whereby Centennial shareholders (excluding the Company) (Centennial Vendors) will receive a pro rata allocation of 24,982,946 shares in the Company (Consideration Shares).

At the Company's Annual General Meeting held on 29 November 2019, Shareholder's approved, including for the purpose of Listing Rule 7.1, the issue of the Consideration Shares to the Centennial Vendors as part of the consideration to acquire a 100% ownership interest in Centennial under the DOCA.

Following dispatch of the Notice of the Annual General Meeting, the DOCA was amended in a number of respects, including requiring an additional 253,908 Shares to be issued to the Centennial Vendors (Additional Consideration Shares). Issue of the Additional Consideration Shares is subject to Shareholder approval at the General Meeting as described in Section 5.2 below.

The total Consideration Shares to be transferred to the Centennial Vendors following this amendment is now 25,236,854 Shares.

The current conditions precedent under the DOCA are set out below:

Estimated	Conditions Precedent
Completion Date

To be satisfied by Deed Administrator

Approved	Convene a meeting of the Companies' creditors to approve the amendments to the
	Varied DoCA
Conditionally	Obtain leave from the Court pursuant to section 444GA of the Corporations Act ('Act')
Approved	to transfer Centennial Shares in accordance with the Amended Varied DoCA

At completion	Obtain written consent from Mining Lending for the conversion of its debt to equity
Ongoing	Obtain confirmation from secured creditors that they will release and discharge all
	security interests in the Companies upon transfer of their allocated shares in Centennial

Conditionally	Obtain relief pursuant to section 606 of the Act from ASIC
Approved

To be satisfied by Austar Gold Limited ('Austar')

Ongoing	Obtain a recommendation from Austar's board for any approvals required for the
		recapitalisation
24 January 2020	Obtain any of the shareholder or other approvals necessary to undertake the
		recapitalisation transaction

28	November 2019	Commit to a consolidation of its issued capital at the rate of 100:1 resulting in Austar
		not more than 33,903,104 of total shares on issue

24	January 2020	Complete a new capital raising of not less than $4.4 million at an issue price of 30 cents
		per share (post consolidation)

Estimated	Conditions Precedent
Completion Date

24 January 2020	Pay the Deed Administrators $2.4 million at the conclusion of the above capital raising
	to be used to fund the DoCA contribution
24 January 2020	Austar agreeing to issue shares to the future shareholders in Centennial as documented
	in the Amended Varied DoCA

To be satisfied by the Proponent (Avior Consulting)

Completed

22 November 2019

24 January 2020

Introduce investors to participate in Austar Gold's capital raising for a minimum of $400,000

Pay the Deed Administrators $100,000 to be used in part to fund the DoCA contribution

To be satisfied by the Gandel Parties

24 January 2020 Pay the Deed Administrators $650,000 to be used in part to fund the DoCA contribution

The date for satisfaction of the conditions precedent under the DOCA has been extended to 24 January 2020 subject to the Company entering into the Underwriting Agreement prior to the Entitlement Offer Opening Date.

As set out in the table above, one of the conditions precedent under the DOCA is the Company completing a new capital raising of not less than $4.4 million (Minimum Capital Raising Amount) at an issue price of 30 cents (Minimum Capital Raising Condition). In the event that the Minimum Capital Raising Amount is not raised under the Entitlement Offer, Placement Offer and Subscription Offer, the Company is unlikely to be in a position to satisfy this condition precedent prior to 24 January 2020. If this occurs, the Board will consider all options available to it including withdrawing the Entitlement Offer, extending the Entitlement Offer on its current terms (subject to the Listing Rules) and issuing a supplementary prospectus with respect to the Entitlement Offer and allowing Shareholders one month to withdraw their acceptances and have their application monies returned.

In the event that an amount of the Minimum Capital Raising Amount or more is raised under the Offers, the Company will use its best endeavours to effect completion of the acquisition of Centennial under the DOCA as soon as possible after the closing dates of the Entitlement Offer, Placement Offer and Subscription Offer. However, not all of the conditions precedent or the formalities of closure of the DOCA are within the control of the Company and there is a risk that third parties or creditors may seek to terminate the DOCA before it is completed. Accordingly, no guarantee is given that:

the conditions precedent will be satisfied prior to 24 January 2020;

that completion of the DOCA will take place on or before 24 January 2020 or at all;

the DOCA will not be terminated prior to completion of the acquisition of Centennial by the Company; and

that the Company's acquisition of Centennial will be completed.

If the Company does not make all reasonable efforts to conclude the Minimum Capital Raising Condition and does not obtain any necessary shareholder or other approvals to complete the acquisition of Centennial, then under the terms of the DOCA it must pay the sum of $300,000 to Centennial. Further, failure to complete the acquisition of Centennial may adversely affect the operations, financial position and/or performance of the Company and may affect the market

price of its Shares.

In its assessment of the business and operations of Centennial as part of its acquisition process the Company received information in relation to Centennial's business and operations, some of which the Company will be unable to verify until after the acquisition closes. Further, there may

be aspects of Centennial's business or operations of which it is unaware or which were not identified during the Company's assessment of Centennial. In the event that the Company completes the acquisition of Centennial, there is no guarantee that the Company will realise the anticipated operational and economic benefits from the combination of the two Company's businesses and assets or that the production and development plan following the combination will be as anticipated or achieved. These risks may adversely affect the operations, financial position and/or performance of the Company and may affect the market price of its Shares.

5.2 Shareholder Approval Risk

The issue of New Shares and New Options under the Placement Offer and the Subscription Offer are subject to Shareholder approvals at a General Meeting of the Company which is expected to be held on 13 January 2020 (General Meeting), prior to issue of New Shares and New Options under the Entitlement Offer, Placement Offer and Subscription Offer. The notice for that General Meeting is currently being finalised and is expected to be dispatched to Shareholders shortly after the date of this Prospectus.

The Shareholder approvals that will be sought at the General Meeting relevant to the Offers and completion of the DOCA are as follows (Shareholder Approvals):

the issue of a total of 1,080,000 Placement Shares and 360,000 Placement Options to related parties of Directors (as set out in Section 7.3(b)) under Listing Rule 10.11;

the prior agreement to issue the balance of the Placement Shares (after deducting the number of Shares to be issued to related parties) under Listing Rule 7.4;

the issue of the Underwriter Options under Listing Rule 7.1;

the issue of the Subscription Shares and Subscription Options to Avior Consulting and Gandel Metals under the Subscription Offer described in Section 3.2; and

issue of the Additional Consideration Shares to the Centennial Vendors upon completion of the DOCA as described in Section 5.1.

Each of the resolutions for the Shareholder Approvals, other than the approval to issue the Underwriter Options, will be interdependent, with the result that each of the resolutions must be passed by the requisite majorities in order for completion of each of the Placement Offer and the Subscription Offer and the issue of the Additional Consideration Shares to occur.

If the Shareholder Approvals are obtained, then upon completion of the Entitlement Offer (assuming the amount raised under the Entitlement Offer is the Partially Underwritten Amount), the Placement Offer and the Subscription Offer, the Company will have raised a minimum of $4.4 million, satisfying the Minimum Capital Raising Condition to the acquisition of Centennial under the DOCA as described in Section 5.1.

If Shareholder Approvals are not obtained, the Company will be unable to complete the Placement Offer and the Subscription Offer. Further, if Shareholder Approval to issue of the Underwriter Options is not obtained, the Underwriter will be entitled to terminate the Underwriting Agreement. If the Entitlement Offer proceeds where Shareholder Approvals are not obtained and does not raise the minimum of $4.4 million required to satisfy the Minimum Capital Raising Condition, it is unlikely that the Company will be able to satisfy the Minimum Capital Raising Condition prior to 24 January 2020, with the consequence that the Company's acquisition of Centennial will not proceed.

Shareholder approval is not required to issue of New Shares and New Options under the Entitlement Offer and the Entitlement Offer is not conditional upon the other Offers proceeding. However, if:

any of the Shareholder Approvals are not obtained;

the Company is unable to satisfy the Minimum Capital Raising Condition; and

the DOCA is terminated and/or the Company's acquisition of Centennial does not proceed,

the Board will consider all options available to it including withdrawing the Entitlement Offer, extending the Entitlement Offer on its current terms (subject to the Listing Rules) or issuing a supplementary prospectus with respect to the Entitlement Offer and allowing Shareholders one month to withdraw their acceptances and have their application monies returned.

Failure to obtain any of the necessary Shareholder Approvals, failure to complete the acquisition of Centennial, withdrawal of the Entitlement Offer or failure to raise sufficient funds from the Entitlement Offer may adversely affect the operations, financial position and/or performance of the Company and may affect the market price of its Shares.

5.3 Financing Risk

As recognised in the Company's 2019 Annual Report and Financial Statements released on ASX on 1 October 2019, the Company incurred a net loss for the year ended 30 June 2019 of $14,178,941 and had net current liabilities $316,937. While the Board expressed the view that the Company will be able to continue as a going concern, the Company may not raise sufficient funds from this capital raising nor generate sufficient funds from its operations to fund its planned activities and may need to raise additional funds in the future. There is no guarantee that the Offers will be fully subscribed. Any additional equity financing will dilute shareholdings. If the Company is unable to raise sufficient funds under this Prospectus, it may consider other funding alternatives. These alternatives could include additional equity funding, debt funding, joint venture or farm-out arrangements, alternative funding arrangements (e.g. streaming finance or convertible loan) or asset sales. None of these alternatives have been determined at present, and any need to implement a funding alternative would be considered if the need arises having regard to the circumstances at that time. There is no assurance that the Company will be able to implement any specific alternative. Any additional equity funding may have a dilutionary impact on a Shareholder's holding in the Company, or a negative impact on the Company's share price.

5.4 Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities. The underlying price of gold is a key factor in the Company's performance and one over which the Company has no control.

If activities cannot be funded, there is a risk that tenements may have to be surrendered or not renewed. Furthermore, share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as general economic outlook, interest rates and inflation rates, currency fluctuations, changes in investor sentiment toward particular market sectors, the demand for, and supply of, capital, terrorism or other hostilities; and government fiscal, monetary and regulatory policies.

None of AuStar, its directors or officers warrant the future performance of the Company or any return on an investment in the Company.

5.5 Operating Risks

The Company's operations may be affected by various factors, including failure to achieve predicted grades or production rates, operational and technical difficulties, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, availability of sufficient and suitably qualified personnel, tailings disposal capacity constraints, failure to secure approvals to amendments to work plans required for the operations,

capacity to process and mine and the additional capital investment, if any, required to upgrade or replace existing plant and equipment as required by the business or operations. Losses resulting from any of these risks could have a material adverse effect on the Company's financial resources or could result in a total loss of the assets affected, and accordingly, may affect the market price of the shares.

5.6 Development Risks

Mineral development is a high risk undertaking and successful development cannot be guaranteed. The Company's financial performance will substantially depend on the accuracy of the cost estimates for the proposed decline development, other current and future expansion, development and infrastructure plans, working capital requirements and the duration of relevant works program. The cost and time forecasts are estimates only, based on assumptions including those in relation to study costs, scope and duration, the approvals process and timeline estimated, and operational issues, all of which are subject to uncertainty. An increase in capital/operating costs, an increase in the study timelines, and delays to planned projects could have an adverse impact on the Company's performance.

5.7 Exploration Risks

The business of exploration for gold and other minerals and their development involves a significant degree of risk and depends on factors that include successful exploration and the establishment of Resources and Reserves within the meaning of the 2012 JORC Code and completion of feasibility and other studies in relation to such projects and the Company may not be successful in doing so.

There is no assurance that future exploration expenditure will result in discoveries or upgrade existing mineralisation to the stage where such can be successfully commercially exploited.

5.8 Mineral and Resource Risks

Exploration involves a significant degree of risk and exploration operations can be hampered by force majeure circumstances and cost overruns for unforeseen events, including unexpected variations in geology and equipment malfunction.

Mineral Resources which are not Ore Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, operational cost, metal price, mining control, dilution or other relevant issues.

The category of reported Inferred Mineral Resources is the lowest level of confidence under the JORC Code. The evaluation of these resources with the intention of upgrading resource categories and converting them to reserves is impacted by a number of issues, including mining dilution, metallurgical recovery and grade variability. There can be no guarantee that the resources will be developed to the point of production.

5.9 Reserve categories, conversion of resources to reserves and the identification of mining inventory generally

Reserve and resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate.

Due to the nature of the mineralisation at its mines, the Company does not have substantial current JORC Resources on which mining and production plans are based as is often the case in nuggety, narrow vein gold mineralisation. The Company is focused on building its resource inventory, however, as further information becomes available through additional drilling, fieldwork and analysis, the estimates are likely to change. This may result in alterations to

development plans which may, in turn, adversely affect the Company's operations. The variables on which estimates of resources and reserves are made include a number of factors and assumptions such as historical production, assumed effects of regulation by government agencies, assumptions regarding future prices and future capital and operating costs, all of which may vary considerably from those initially planned or used in determining any such resources or reserves. Changes in any underlying assumptions that affect either the cost of recovery or the viability of recovery of any resource will affect any calculation of Reserves.

5.10 Tenement maintenance and title risks

Interests in tenements in Australia are governed by Federal and State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments as and when they arise.

Further, mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements will be renewed or approved. Renewal of the term of a granted tenement is at the discretion of the relevant government authority. Renewal conditions may include increased expenditure or work commitments or compulsory relinquishment of the areas comprising the Company's projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

5.11 Native Title

The Company is aware of a registered native title claim over the area of its tenements which, though subject to relevant agreements, may possibly affect its future operations or performance. No guarantee can be given that these native title rights (nor any native title rights over areas in which the Company may in future acquire an interest in) will not affect the Company.

5.12 Key Personnel and Industrial Relations Risks

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its directors and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these key personnel ceases their involvement with the Company.

The ability of the Company to achieve its objectives depends on the access to personnel and external contractors who have the required skills and qualifications or who can provide technical expertise and other services. If the Company cannot secure personnel or external contractors or if the services of the present personnel and external contractors cease to become available to the Company, this may affect the Company's ability to achieve its objectives.

The Company will be subject to the risk of employment disputes, industrial action and work stoppages by future employees and employees of contractors who provide services which are necessary for the continued operation of the Company's operations, which may have a material adverse effect on the Company.

5.13 Liquidity, market capitalisation and price fluctuation

The Company is a small company in terms of market capitalization and it may not be covered by a broad base of research analysts. As a consequence there may be relatively few buyers and sellers of securities on the ASX at any given time and the market price may be highly volatile, particularly in times of share market turbulence or negative investor sentiment. This may present difficulties for shareholders seeking to liquidate their holdings. The market price of the shares in the Company can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration and development stocks in

particular. Neither the Company nor the directors warrant the future performance of the Company or any return on an investment in the Company.

5.14 General economic climate

The Company's funding position and financial performance is impacted by a variety of general global economic and business conditions. A deterioration in these conditions could have an adverse impact on the Company's financial performance.

5.15 Environmental and compliance risks

The operations and proposed activities of the Company are subject to Australian State and Federal laws and regulations concerning the environment. As with most mineral resource operations and exploration and development projects, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws, in order to minimise damage to the environment and risk of liability. Nevertheless, there are certain risks inherent in the Company's activities which could subject the Company to extensive liability.

Environmental planning, rehabilitation requirements and legacy issues associated with historical mining, may all result in significant liability and require various approvals. The Company's operational, development and exploration programs also subject to approvals by various and multiple government departments responsible to monitor and control exploration and mining. Where approvals or variations to existing approvals, work plans, licences or permits are required, there is a risk that these approvals may not be forthcoming, either at all or in a timely manner, or that they may not be able to be obtained on acceptable terms.

While it may be reasonably expected that all requisite approvals will be forthcoming, and whilst obligations for expenditure may be predicated on any requisite approvals being obtained, it cannot be guaranteed that any or all requisite approvals will be obtained.

A failure to obtain any approval would mean that the ability to amend existing workplans, undertake proposed development plans or infrastructure upgrades, participate in or develop any project, or possibly acquire any project, may be limited or restricted either in part or absolutely, which may have a material adverse effect on the Company.

5.16 Occupational health and safety

The mining industry has become subject to increasing occupational health and safety responsibility and liability. The potential for liability is a constant risk. If the Company fails to comply with necessary OH&S legislative requirements, it could result in fines, penalties and compensation for damages as well as reputational damage.

5.17 Contractual Risk

All companies operate through a series of contractual relationships with operators, technical experts, project managers, suppliers, customers and contractors generally. All contracts carry risks associated with the performance by the parties of their obligations as to time and quality of work performed. To the extent that third parties default in their obligations under such documents, it may be necessary for the Company to take legal action which may be costly and no guarantee can be given by the Company that a legal remedy will ultimately be granted on appropriate terms. In the event the Company wishes to vary, terminate or amend contractual relationships due the Company's circumstances or requirements of the operations, the Company may incur penalties and liabilities or such action may lead to legal action with the consequences as mentioned previously.

5.18 Litigation and Insurance Risk

As with any company, the Company is (or will be) exposed to risks of litigation which may have a material adverse effect. The Company could become exposed to litigation from employees, regulators or third parties. To the extent that such risks are not covered by insurance, an adverse outcome in litigation or the cost of responding to potential or actual litigation may have a material adverse impact on financial performance.

The Company maintains insurance coverage that is substantially consistent with mining and exploration industry practice. However, there is no guarantee that such insurance or any future necessary coverage will be available to the Company at economically viable premiums (if at all) or that, in the event of a claim, the level of insurance carried by the Company now or in the future will be adequate, or that a liability or other claim would not materially and adversely affect the Company's business.

5.19 Changes in political environment and international conflicts

The Company's share price and ability to generate returns to Investors can be affected by changes in legislation, domestic or foreign governments and government policy. Events may occur within or outside Australia that could impact upon the world economy, the operations of the Company and the market price of the Company's Shares. These events include war, acts of terrorism, civil disturbance, political intervention and natural events such as earthquakes, floods, fires and poor weather.

6 Rights Attaching to Shares and Options

6.1 Rights attaching to Shares

New Shares issued pursuant to this Prospectus will be fully paid ordinary shares in the capital of the Company and will rank equally with the existing Shares including for any dividend issued after the date of this Prospectus.

The rights and liabilities attaching to Shares are set out in the Constitution and are regulated by the Corporations Act, the general law, the ASX Listing Rules and ASX Settlement Operating Rules. The Constitution may only be varied by a special resolution passed by at least 75% of Shareholders present (and entitled to vote).

The following is a summary of the principal rights of Shareholders.

The power to issue Shares and other securities in the capital of the Company lies with the Board, subject to the restrictions contained otherwise in the Constitution, the ASX Listing Rules and the Corporations Act.

Each Shareholder is entitled to receive notice of, and to attend, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution, the Corporations Act and the ASX Listing Rules. A Director may call a meeting of members and members may also requisition or convene general meetings in accordance with the procedures for member-initiated meetings set out in the Corporations Act. Shareholders must be given at least 28 days written notice of any general meeting unless otherwise permitted by the Corporations Act.

Every Shareholder present in person or by proxy at a meeting of Shareholders has one vote on a vote taken by a show of hands, and on a poll, every Shareholder who is present in person or by proxy has one vote for every fully paid Share held. A poll may be demanded at a meeting in the manner permitted by the Corporations Act.

Dividends are payable upon the determination of the Directors, who may fix the amount, time for payment and method of payment of dividends. Subject to the rights of holders of

shares with any special, preferential or qualified rights, any dividends that may be declared by the Company are payable on all Shares in proportion to the amount paid up.

If the Company's Share capital is divided into different classes of Shares, the rights attached to any class may be varied by a special resolution passed at a general meeting of the holders of Shares in that class or with the written consent of three quarters of the holders of Shares in that class.

Subject to the Corporations Act, Listing Rules and ASX Settlement Operating Rules, a Shareholder may transfer Shares by an instrument in writing in a form approved by the Directors. Except as otherwise provided for in the ASX Listing Rules or the ASX Settlement Operating Rules, the Directors may in certain circumstances refuse to register any transfer of Shares, or request ASX or the share registry to apply a holding lock to prevent a proper ASX transfer of Shares.

If a Shareholder holds a number of Shares that is less than a marketable parcel (as defined in the ASX Listing Rules), the Company has the power to sell or dispose of such Shares unless otherwise instructed by the Shareholder. The net proceeds from the sale will be paid to the Shareholder.

Subject to any special rights (at present there are none), any surplus assets on a winding up are to be distributed to Shareholders in proportion to the number of Shares held by them irrespective of the amounts paid or credited as paid.

6.2 Rights attaching to New Options

The terms and conditions of the New Options are as follows:

Each New Option entitles the holder to subscribe for one ordinary share in the Company upon exercise of the New Option.

The New Options are exercisable at any time prior to 7.00pm (AEST) on the New Option Expiry Date of 30 June 2022.

New Options not exercised on or before the New Option Expiry Date will automatically lapse.

Each New Option entitles the holder to subscribe for one Share upon payment of $0.60 per New Option.

The New Options are exercisable wholly or in part by completing an option exercise form delivered to the Company's Share Registry, accompanied by payment of $0.60 per New Option and received by it any time on or before 7.00pm (AEST) on the New Option Expiry date.

Shares issued on the exercise of the New Options will rank pari-passu with existing Shares.

The Company intends to seek Official Quotation of the New Options offered pursuant to this Prospectus, however, Quotation of the New Options will be subject to meeting the requirements for Quotation of additional securities under Listing Rule 2.5. If the New Options do not satisfy these requirements the New Options will be unlisted.

The Company will make application for Official Quotation on ASX for any Shares allotted on exercise of the New Options.

There will be no participating entitlements inherent in the New Options to participate in new issues of capital which may be offered to Shareholders during the currency of the New Options. A New Option holder may only participate in new issues of securities to holders of Shares in the Company if the New Option has been exercised and Shares allotted in respect of the New Option before the record date for determining entitlements to the

issue. The Company must give prior notice to the New Option holder of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules.

In the event the Company proceeds with a pro rata issue (except a bonus issue) of Shares to the holders of Shares after the date of issue of the New Options, the exercise price of the New Options will be adjusted in accordance with the formula set out in Listing Rule 6.22.2.

If there is a bonus issue to the holders of Shares, the number of ordinary shares over which the New Option is exercisable will be increased by the number of ordinary shares which the holder of the New Option would have received if the New Option had been exercised before the record date for the bonus issue.

In the event of any re-organisation (including reconstructions, consolidations, subdivision, and reduction of capital) of the issued capital of the Company, the New Options will be re- organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.

The New Options will not give any right to participate in dividends or vote on resolutions at general meetings of the Company until Shares are allotted pursuant to the exercise of the relevant New Options.

7 Additional information

7.1 Continuous disclosure obligations

The Company is a 'disclosing entity' under the Corporations Act and as such, it is subject to regular reporting and disclosure obligations, which require it to disclose to ASX any information of which it is or becomes aware of concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company.

The Prospectus is issued under section 713 of the Corporations Act, which allows for special content in relation to an offer of continuously quoted securities or options to acquire such securities. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange.

In accordance with section 713 of the Corporations Act, the Company, states that:

as a disclosing entity, it is subject to regular reporting and disclosure obligations;

copies of documents lodged with ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of ASIC; and

it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Shortfall Offer Closing Date:

the annual financial report most recently lodged by the Company with ASIC;
any half-year financial report lodged by the Company with ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with ASIC; and
any continuous disclosure notices given by the Company to ASX in accordance with the Listing Rules and for the purpose of section 674(1) of the Corporations

Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with ASIC.

Copies of all documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an office of ASIC or the registered office of the Company during normal office hours.

Details of documents lodged by the Company with ASX since the date of lodgement of the Company's latest annual financial report and before the date of this Prospectus with ASIC are set out in the table below:

Date	Announcement Title
11-Dec-2019	Completion of share consolidation
05-Dec-2019	Placement and Entitlement Offer to Raise up to $7.5M
02-Dec-2019	Request for Extension of Voluntary Suspension
02-Dec-2019	Update - Consolidation / Split-AUL
29-Nov-2019	Results of Meeting
27-Nov-2019	Update - Consolidation / Split-AUL
26-Nov-2019	Centennial Acquisition Regulatory Condition Precedent
26-Nov-2019	Consolidation / Split-AUL
25-Nov-2019	Extension of Voluntary Suspension
18-Nov-2019	Centennial creditors approve Deed of Company Arrangement
11-Nov-2019	October Turnaround Performance at Morning Star
01-Nov-2019	Clarification - Quarterly Cash Flow Statement
01-Nov-2019	Quarterly Cashflow Report
01-Nov-2019	Quarterly Activities Report
31-Oct-2019	Morning Star Geological Update
28-Oct-2019	Notice of Annual General Meeting / Proxy Form
24-Oct-2019	AuStar Gold Appoints CEO and CFO
01-Oct-2019	Appendix 4G and Corporate Governance Statement

Details of the Company's announcements are also available on the ASX announcements platform at: https://www.asx.com.au/asx/statistics/announcements.do

The announcements are also available through the Company's website at www.austargold.com.

At the date of this Prospectus, there is no information that has not been disclosed under the continuous disclosure requirements of the ASX Listing Rules and which the Board considers would be reasonably required in order to assess the Company's assets and liabilities, financial position and prospects and the rights and liabilities attaching to New Shares and New Options in the Company.

7.2 Interests of Directors

Other than as announced to ASX, set out below or elsewhere in this Prospectus, no Director or proposed Director, or any entity in which a Director or proposed Director is a partner or director, has or has had in the 2 years before the date of this Prospectus, any interest in:

the formation or promotion of the Company;

property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Offers: or

the Offers,

and no amounts have been paid or agreed to be paid (in cash, Shares or otherwise) and no other benefit has been given or agreed to be given to any Director or proposed Director or to any entity in which a Director or proposed Director is a partner or a director, either to induce him to become, or qualify as, a Director or otherwise for services rendered by him or by the entity in connection with the formation or promotion of the Company or the Offer.

7.3 Directors interests

The relevant interests of Directors and former Directors who have retired within the 6 months preceding this Prospectus (including via controlled entities) in Securities of the Company at the date of this Prospectus are as follows:

Director*	Shares	% of issued	Listed Options	Unlisted Options	Performance
		share	Expiring 30	Expiring 8	Rights
		capital	September	September 2021
			2020

Mr Philip Amery	330,000	0.97%	80,000	Nil	Nil

Mr Paul McNally	4,243,547	12.52%	346,667	Nil	Nil

Mr Matthew Gill	Nil	Nil	Nil	Nil	300,000

Mr Frank
Terranova	15,000	0.04%	Nil	Nil	350,000

Lord Christopher
Wellesley	Nil	Nil	22,514	Nil	Nil

Mr Ian King	44,445	0.13%	8,889	10,000	300,000

*Mr Amery and Mr McNally are current directors. Mr King resigned as a Director within the 6 months preceding this Prospectus

The Placement Offer was extended to related parties of the following Directors and the issue of a total of 1,080,000 Placement Shares and 360,000 Placement Options to these related parties is subject to shareholder approval under Listing Rule 10.11 at the General Meeting of the Company's shareholders expected to be held by mid-January 2020.

Director	Placement Shares	Placement Options	Price

Mr Philip Amery	166,667	55,556	$50,000.00

Mr Paul McNally	883,333	294,444	$264,999.90

Mr Matthew Gill	30,000	10,000	$9,000.00

The expected relevant interests of all Directors named in Section 7.3(a) in Securities of the Company following completion of the Offers are set out below:

		% of	Options	Options		New
		Expiring		Options
		issued	Expiring 8	Performance
Director*	Shares	30	expiring
share	September	Rights
		September	30 June
		capital	2021
		2020		2022

Mr Philip	496,667	0.57%	80,000	Nil	Nil	55,556
Amery

Mr Paul	5,126,880	5.88%	346,667	Nil	Nil	294,444
McNally

Mr Matthew	30,000	0.03%	Nil	Nil	300,000	10,000
Gill

Mr Frank	15,000	0.01%	Nil	Nil	350,000	Nil
Terranova

Lord
Christopher	Nil	Nil	22,514	Nil	Nil	Nil
Wellesley
Mr Ian King	44,445	0.13%	8,889	Nil	300,000	10,000

*All Directors are current Directors of the Company apart from Mr King, who resigned as a Director within the 6 months preceding this Prospectus.

This table assumes that the Placement Offer is completed, the Entitlement Offer is fully subscribed, the Subscriptions are completed, no Options are exercised prior to the Offer Closing Date and that Directors participate in the Placement Offer as indicated in the table in Section 7.3(b).

Mr Philip Amery and Mr Paul McNally, who are Eligible Shareholders under the Entitlement Offer have advised the Company of their intention to take up at least part of their entitlement under the Entitlement Offer. This is not reflected in the table above, as the amounts are not yet confirmed.

7.4 Remuneration of Directors

The remuneration of Directors and agreements with them are as set out in the Directors' Report attached to the Company's Annual Report for the year ended 30 June 2019 as lodged with ASX on 1 October 2019.

The following table shows the total annual remuneration expected to be paid to Directors of the Company (which includes cash salary as well as accrued annual leave entitlements, but excludes statutory superannuation) for the current financial year ending 30 June 2020.

Director	Remuneration financial year 20201
Frank Terranova	$62,500
Philip Amery	$70,0002
Mathew Gill	$37,500
Paul McNally	$37,500
Christopher Wellesley	$37,500

1. Based on Directors fees payable for the financial year ending 30 June 2020 in accordance with arrangements in effect at the date of this Prospectus. Director fees may be reviewed on completion of the Offers and/or the acquisition of Centennial. The fees shown, other than those for Mr Amery (refer

note 2 below) are after applying a 33% reduction in fees otherwise payable for the period 1 July 2019 to 31 December 2019.

2. At the time of his appointment as Director in April 2019, Mr Amery waived his entitlement to receive Director fees. In recognition of additional services provided by Mr Amery acting as an Executive Director, the Board of Directors has resolved to pay Mr Amery a lump sum fee of $70,000.

7.5 Related Party transactions

There are no related party transactions entered into that have not been the subject of ASX announcements or otherwise disclosed in this Prospectus.

7.6 Interests of Advisers and Consents

Other than as set out below or elsewhere in this Prospectus, no:

person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;

promoter of the Company; or

underwriter to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

the formation or promotion of the Company;

any property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Offers or the Offers itself; or

the Offers,

and no amounts have been paid or agreed to be paid (in cash, Shares or otherwise) and no other benefit has been given or agreed to be given to any of the above persons for services rendered by him or by the entity in connection with the formation or promotion of the Company or the Offers.

EL&C Baillieu has acted as Lead Manager for the Placement Offer for a fee equivalent to 3% of the total amount to be raised from the Placement Offer.

The Company has signed a mandate letter with Evolution Equities Pty Ltd in relation to their nomination of Claymore Capital as the Underwriter under the Entitlement Offer and Evolution Equities first right of refusal to place shares if there is a placement of Shortfall Offer Shares following closing of the Entitlement Offer. The fees payable to the Underwriter are as set out in the Underwriting Agreement.

Claymore Capital Pty Ltd is the Underwriter under the Entitlement Offer. The terms of the Underwriting Agreement and the fees payable to the Underwriter are set out in Section 2.7.

Maddocks has acted as the solicitors of the Company in relation to the Offers. The Company estimates it will pay Maddocks $15,000 (excluding GST and disbursements) for these services.

Each of the parties named above in this Section and each of Avior Consulting, Gandel Metals and the Deed Administrators have given (and not before the date of this document withdrawn) their consent to be named in this Prospectus in the form and context in which they are named.

Each of the parties named in this Section:

does not make, or purport to make, any statement in this Prospectus, or any statement on which a statement in this Prospectus is based, other than those referred to in this Section;

has not authorised or caused the issue of this Prospectus or the making of the Offers; and

makes no representations regarding, and, in light of the above, only to the maximum extent permitted by law, expressly disclaims, and takes no responsibility for any statements in, or omissions from any part of this Prospectus other than a reference to its name and a statement and/or any report (if any) included in this Prospectus with the consent of that party as specified in this Section.

7.7 Consents of Directors

Each of the Directors named in Section 7.4 have given and not withdrawn their consent to be named in this Prospectus and to the references to them in this Prospectus in the form and context in which they are included.

7.8 Restricted securities

The Company has no 'restricted securities' (as defined in the ASX Listing Rules) currently on issue. 2,361,821 of the Consideration Shares to be issued to some of the Centennial Vendors are required to be escrowed for 12 months under the terms of the DOCA.

7.9 Defects in Applications

If an Application Form is not completed correctly or if the accompanying payment is for the wrong amount, the Company may, in its absolute discretion, still treat the Application Form to be valid. The Company's decision to treat an Application as valid, or how to construe, amend or complete it, will be final.

7.10 Refunds

Refunds pursuant to the Offers may be paid under various circumstances. If a refund is made, payment will be by cheque mailed to your address as shown on the Company's share register. You will not receive any interest on funds refunded to you.

7.11 Issue

Pending the issue of the New Shares and the New Options or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

The Directors will determine the recipients of all the New Shares and the New Options.

The Directors reserve the right to reject any Application or to allocate any Applicant fewer New Shares than the number applied for. Where the number of New Shares issued is less than the number applied for, or where no issue is made, surplus Application Monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date for the relevant Offer. Interest will not be paid on moneys refunded.

The Company's decision on the number of New Shares and New Options to be allocated to an Applicant will be final.

7.12 Shareholders outside Australia and New Zealand

This Prospectus and the accompanying Entitlement and Acceptance Form do not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

It is not practicable for the Company to comply with the securities laws of all overseas jurisdictions in which Shareholders reside, having regard to the number of overseas Shareholders, the number and value of those New Shares which the overseas Shareholders would be offered under the Entitlement Offer and the other Offers and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly the Entitlement Offer is not being extended, and New Shares and New Options will not be issued, to Shareholders with a registered address outside of Australia or New Zealand and the other Offers will not be extended to potential Investors with a registered address outside Australia, except in the case of all Offers to certain sophisticated, institutional or limited numbers of Shareholders in jurisdictions where the Company is satisfied that it is lawfully able to make such an offer or issue this Prospectus without being required to take any further action in the relevant jurisdiction concerned.

If you are a sophisticated, institutional or other Shareholder or potential Investor in a jurisdiction outside of Australia and the Offers are extended to you, you further warrant, represent and agree that:

it is lawful for the Company to extend the Offers to you and for you to accept the Offers without the Company being required to take any further action in the relevant jurisdiction concerned;

you are responsible for ensuring that your applying for New Shares under the Offers and your receipt of New Options under the Offers does not breach any laws or regulations in the relevant jurisdiction; and

that there has been no breach of any such laws and regulations and all necessary approvals and consents have been obtained by you to the extension of the Offers to you and your acceptance of the Offers.

7.13 New Zealand

The New Shares and New Options offered under the Entitlement Offer are not being offered to retail Investors within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

7.14 Nominees and Custodians

Nominees and custodians may not submit an Entitlement and Acceptance Form or an Application Form on behalf of any Shareholders resident outside Australian and New Zealand without the prior consent of the Company, taking into account relevant securities law restrictions. Return of a duly completed Entitlement and Acceptance Form or Application Form will be taken by the Company to constitute a representation that there has been no breach of those regulations

7.15 Other Jurisdictions

No action has been taken to register or qualify the Offers, or otherwise permit a public offering of the New Shares or New Options, in any jurisdiction other than Australia.

The New Shares and New Options have not been, and will not be, registered under the US Securities Act, or the securities laws of any state or other jurisdiction in the US. The New Shares and New Options may not be offered, sold or resold in the United States or to, or for the account or benefit of, a US Person, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

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

Shareholders who hold Shares on behalf of persons who reside outside Australia, are in the United States, or are acting for the account or benefit of a person in the United States are not entitled to participate in the Offers on behalf of those persons. Failure to comply with these restrictions may result in violations of applicable securities law.

7.16 CHESS and issuer sponsorship

The Company operates an electronic CHESS sub-register and an electronic issuer sponsored sub- register. These two sub-registers will make up the Company's register of Securities.

The Company will not issue a certificate to a security holder. Rather, a holding statement will be dispatched to security holders as soon as practicable after issue of the Securities the subject of the Offers. The holding statement will be sent either by CHESS (if the security holder elects to hold the Securities on the CHESS sub-register) or by the Company's Share Registry (if the security holder elects to hold the Securities on the issuer sponsored sub-register). The statement will set out details of the Securities issued under this Prospectus and the Holder Identification Number (if the security holder elects to hold the New Shares on the CHESS sub register) or Shareholder Reference Number (if the security holder elects to hold the Securities on the issuer sponsored sub-register). Updated holding statements will also be sent to each security holder following the month in which the balance of their security holding changes, and also as required by the ASX Listing Rules and the Corporations Act.

7.17 Taxation

It is the responsibility of all Investors to satisfy themselves of the particular taxation treatment that applies to them in relation to the Offers, by consulting their own professional tax advisors. The Company and the Directors do not accept any liability or responsibility in respect of the taxation consequences of the matters referred to in this Prospectus.

7.18 Prohibition on exceeding 20% voting power threshold

Eligible Shareholders or potential Investors must have regard to and comply with the takeovers prohibition in section 606 of the Corporations Act (that is, the 20% voting power threshold), when applying for New Shares or New Options pursuant to this Prospectus.

The Company expressly disclaims any responsibility for ensuring that you do not breach section 606 as a result of the Offers or exercise of the New Options.

7.19 Enquiries

This Prospectus is important and should be read in its entirety. Persons who are in any doubt as to the course of action to be followed should consult their stockbroker, solicitor, accountant or other professional advisor without delay.

Any questions concerning the Offers should be directed to the Company on +61 3 5777 8268 or by email to: info@austargold.com.

8 Authorisation

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

Dated 12 December 2019

Frank Terranova

Chairman

For and on behalf of AuStar Gold Limited

9 Glossary

In this document:

A$ or $	Australian dollars
AEDT	Australian Eastern Daylight Time
AEST	Australian Eastern Standard Time
Additional Consideration Shares	means the additional 253,908 Consideration Shares to be
	issued to the Centennial Vendors as part consideration for the
	acquisition by the Company of 100% of Centennial as
	referred to in Section 5.1
Additional New Shares and New	New Shares and New Options applied for by an Eligible
Options	Shareholder in excess of their entitlement under the
	Entitlement Offer under the Top-Up Facility
Admission	Admission to the Official List of ASX
Applicant	An Eligible Shareholder who submits an Entitlement Offer
	Acceptance Form or for the Placement Offer, the Subscription
	Offer or the Shortfall Offer a person who submits an
	Application
Application	A valid application to subscribe for Entitlement Offer Shares
	under the Entitlement Offer using an Entitlement and
	Acceptance Form or a valid application to subscribe for New
	Shares under the other Offers using an Application Form
Application Form	An Application Form under the Placement Offer, Subscription
	Offer or Shortfall Offer
Application Monies	Subscription monies received from an Applicant in respect of
	New Shares applied for pursuant to an Application
Annual General Meeting	Means the 2019 Annual General Meeting of the Company held
	on 29 November 2019
ASIC	The Australian Securities and Investments Commission
ASX	ASX Limited (ACN 008 624 691) or the Australian Securities
	Exchange operated by ASX Limited (as the context requires)
ASX Settlement	ASX Settlement Pty Ltd (ACN 008 504 532)
ASX Settlement Operating Rules	The settlement rules of ASX Settlement
Avior Consulting	Avior Consulting Pty Ltd ACN 155 043 191
Avior Subscription	means the subscription for Shares in the Company in the
	amount of $400,000 by Avior Consulting as defined in Section
	3.2
Board	The Board of Directors of the Company acting as a board of
	Directors
Capital Raising Announcement	Means the Announcement entitled "Placement and
	Entitlement Offer to Raise up to $7.5M" released by the
	Company to ASX on 5 December 2019
Centennial	Centennial Mining Ltd (ACN 149 308 921) (subject to deed of
	company arrangement)
Centennial Vendors	means the unsecured creditors, secured creditors, Proponent
	and DOCA Contributors who will become shareholders of

	Centennial (excluding the Company) under the DOCA and the
	section 444GA Court Application
CHESS	Clearing House Electronic Sub Register System operated by
	ASX Settlement
Company or AuStar	AuStar Gold Limited ACN 107 180 441
Consideration Shares	means the 24,982,946 Shares payable to the Centennial
	Vendors as part consideration for the acquisition by the
	Company of 100% of Centennial as referred to in Section 5.1
Constitution	The constitution of the Company from time to time
Corporations Act	Corporations Act 2001 (Cth)
Directors	the current Directors of the Company
Deed Administrators	means Richard Tucker, Leanne Chesser and John Bumbak,
	the deed administrators under the DOCA
DOCA	means the Deed of Company Arrangement between the Deed
	Administrators, Avior Consulting, Centennial and Maldon
	Resources Pty Ltd (subject to deed of company arrangement)
	dated 20 November 2019
Eligible Shareholders	As defined in Section 2.5
Entitlement Offer	The pro-ratanon-renounceable rights issue to Eligible
	Shareholders described in Section 2.1
Entitlement and Acceptance	Means the personalised offer and acceptance form sent to
Form	Eligible Shareholders in relation to the Entitlement Offer
Entitlement Offer Amount	$5,085,545
Entitlement Offer Shares	The Entitlement Offer Shares offered under the Entitlement
	Offer
Entitlement Offer Closing Date	The date the Entitlement Offer closes being 5.00pm (AEDT)
	on 9 January 2020
Entitlement Offer Opening Date	The day the Entitlement Offer opens, being 17 December
	2019
Entitlement Offer Shortfall	The difference between the total value of Entitlement Offer
Amount	Shares subscribed for by Eligible Shareholders under the
	Entitlement Offer and the Underwritten Amount
Evolution Equities	Evolution Equities Pty Ltd ACN 603 930 418
Funds Raised from Acceptances	funds raised from valid acceptances from Eligible
	Shareholders under the Entitlement Offer at the Entitlement
	Offer Closing Date as defined in Section 2.7
Gandel Metals	Gandel Metals Pty Ltd
Gandel Subscription	means the subscription for Shares in the Company in the
	amount of $500,000 by Gandel Metals is as defined in Section
	3.2
General Meeting	An extraordinary general meeting of the Company at which
	the Shareholder Approvals will be sought which is expected to
	be held on 13 January 2020, as described in Section 5.2
HIN	Holder Identification Number
Ineligible Shareholder	A Shareholder who is not an Eligible Shareholder
Issue	the issue of Securities under this Prospectus

Investors	Potential Applicants including Shareholders, third party
	investors and members of the public
Listing Rules	the official listing rules of the ASX
Member	A Shareholder
Mineral Resources	As defined by the 2012 JORC Code
Minimum Capital Raising	The minimum capital raising required under the Minimum
	Capital Raising Condition as described in Section 5.1
Minimum Capital Raising	The sum of $4.4 million
Amount
Minimum Capital Raising	The condition precedent under the DOCA requiring the
Condition	Company to raise the Minimum Capital Raising Amount
New Options	The options granted under the Offers which are exercisable
	at $0.60 on or before the New Options Expiry Date and
	otherwise on the terms set out in Section 6.2 of this
	Prospectus
New Options Expiry Date	7pm (AEST) on 30 June 2022
Offers	The Entitlement Offer, the Placement Offer, the Subscription
	Offer and the Shortfall Offer
Official List	The official list of companies maintained by ASX
Official Quotation	Official quotation of the securities by ASX in accordance with
	the Listing Rules
Options	An option entitling the holder to subscribe for one Share in
	the Company upon exercise of the option, including the New
	Options
Optionholder	A holder of Options, including the New Options
Placement Offer	Means the placement of shares to sophisticated, institution or
	professional Investors described in Section 3.1
Placement Options	2,777,778 New Options to be issued under the Placement
	Offer
Placement Shares	8,333,334 New Shares offered under the Placement Offer
Prospectus	This Prospectus dated 12 December 2019
Record Date	The Record Date for the Entitlement Offer, being 7pm
	(AEDT), 17 December 2019
Related Party	As defined in Chapter 19 of the ASX Listing Rules
Section	A section of this Prospectus
Security or Securities	A Share, option or other security issued by the Company,
	including the New Shares and New Options offered under the
	Offers
Securityholder	A Shareholder or Optionholder
Share	A fully paid ordinary share in the Company
Share Registry	Security Transfer Australia Pty Ltd
Shareholder	A holder of Shares
Shareholder Approvals	The Shareholder approvals to be sought at the General
	Meeting as set out in Section 5.2

Shortfall Offer	Means the offer of any entitlement not taken up pursuant to
	the Entitlement Offer by Eligible Shareholders or the
	Underwriter as described in Section 3.3
Shortfall Offer Opening Date	The date the Shortfall Offer opens, which subject to the
	Entitlement Offer closing on 9 January 2020, is expected to
	be 14 January 2020
Shortfall Offer Closing Date	The date the Shortfall Offer closes, which subject to the
	Entitlement Offer closing on 9 January 2020, is expected to
	be 9 April 2020
Shortfall Offer Shares	New Shares to be offered under the Shortfall Offer as
	described in Section 3.3
Subscription Amount	is the amount up to $900,000 to be raised by the Avior and
	Gandel Subscriptions
Subscription Offer	means the offer of the Avior Subscription and the Gandel
	Subscription on the terms set out in Section 3.2
Timetable	The indicative timetable for the Offers set out in Section 1.1
Top-Up Facility	The facility for applying for Additional New Share and New
	Options described in Section 2.6(b)
Underwriter	Claymore Capital Pty Ltd
Underwriter Options	Means up to 1,111,111 New Options forming part of the
	Underwriter's fee to be issued in accordance with Section
	2.7(d)
Underwritten Amount	$1,000,000
US or United States	The United States of America
US Person	Has the meaning given to that term in Regulation S under the
	US Securities Act
US Securities Act	The United States Securities Act of 1933, as amended
2012 JORC Code	The Australasian Code for Reporting of Exploration Results,
	Mineral Resources and Ore Reserves, 2012 edition

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Austar Gold Limited published this content on 13 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 December 2019 04:10:08 UTC

White Rock Minerals Ltd completed the acquisition of AuStar Gold Limited.	21-08-11	CI
AuStar Gold Limited Provides Update on Kennys Underground Definition Drilling	21-07-25	CI
Austar Gold : White Rock Enter Into Revised Merger Implementation Bid	21-04-30	MT
Austar Gold Limited Provides Revised Mine and Regional Geology Update	21-04-28	CI
Austar Gold : Raises $3 Million Via Oversubscribed Share Placement	21-04-22	MT
Austar Gold Limited Reports Earnings Results for the Half Year Ended December 31, 2020	21-03-16	CI
AuStar Gold Limited Announces Appointment of Mr. Lionel Musson as General Manager	21-02-22	CI
Austar Gold : Chairman Resigns; Shares Jump 22%	21-02-02	MT
White Rock Minerals Ltd signed a binding Merger Implementation Deed to acquire AuStar Gold Limited for AUD 24.5 million.	21-02-02	CI
Austar Gold Limited Announces Board Changes	21-02-02	CI
AuStar Gold Limited Provides Regional Exploration Update	21-01-20	CI
AuStar Gold : Ships Second Concentrate to Metals Trading House	21-01-13	MT
AuStar Gold Limited Announces Resignation of Matthew Gill from the Board	21-01-11	CI
Austar Gold Limited Announces Morning Star Mine Production and Geology Update	20-11-26	CI
Austar Gold Limited Provides Regional Exploration Program Update	20-09-01	CI
AuStar Gold Limited Announces Morning Star Diamond Drilling Update	20-08-31	CI
AuStar Gold Limited Provides Update on Evolving Geological and Production Outlook At the Company's Morning Star Mining Operation At Woods Point, Victoria	20-08-18	CI
AuStar Gold Limited Reports Production Results for the Month of July 2020	20-08-12	CI
Austar Gold Limited Reports Gold Sales Results for the Month Ended July 2020	20-08-12	CI
AuStar Gold Limited Concludes Concentrate Sales Agreement with MCC Non-Ferrous Trading	20-08-02	CI
AuStar Gold Limited Announces Drilling Recommences at Morning Star	20-07-22	CI
AuStar Gold Limited announced that it has received AUD 1.4001 million in funding from Amery Partners Pty. Ltd., McNally Clan Investments Pty Ltd	20-06-25	CI
AuStar Gold Limited Announces Executive Changes	20-05-04	CI
AuStar Gold Limited announced that it expects to receive AUD 1.4 million in funding from Amery Partners Pty. Ltd., and other investors	20-04-02	CI
Austar Gold Limited Reports Production Results for the Month of February 2020; Announces Exploration Update	20-03-30	CI

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