De Grey Mining : 20170906 DEG Cleansing Prospectus (September 2017) final lodgement

DE GREY MINING LIMITED ACN 094 206 292 PROSPECTUS

For the offer of up to 1,000 Shares in the capital of the Company at an issue price of $0.05 per Share together with one free attaching Option (exercisable at $0.10 each expiring on 30 November 2018) for every two Shares issued, to raise up to $50 (before expenses).

This Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Securities issued by the Company prior to the Closing Date.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Securities offered under this Prospectus should be considered speculative.

TABLE OF CON T E N TS

1. CORPORATE DIRECTORY 1
2. TIMETABLE AND IMPORTANT NOTES 2
3. DETAILS OF THE OFFER 4
4. PURPOSE AND EFFECT OF THE OFFER 7
5. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES. 9
6. RISK FACTORS 12
7. ADDITIONAL INFORMATION. 17
8. DIRECTORS' AUTHORISATION 25
9. DEFINITIONS 26

1. CORPORATE DIRECTORY Directors Registered Office Registered

   Simon Lill -Executive Chairman

   Level 2, Suite 9

   Level 2, Sui

   Steve Morris - Non-executive Director

   389 Oxford Street

   389 Oxford

   Davide Bosio - Non-executive Director

   MT HAWTHORN WA 6016

   MT HAWTH

   Company Secretary

   Craig Nelmes

   Telephone: [phone]

   Facsimile: [phone]

   Email: [e-mail] WWeebsiittee:: wwwwww..ddeegrgeryemyimniningi.ncgom.c.aoum.au

   Telephone Facsimile: Email: ad Website: w

   ASX: DEG

   ASX: DEG

   Share Registry*

   Security Transfer Registrars Pty Ltd 770 Canning Highway

   APPLECROSS WA 6153

   Telephone: [phone]

   Facsimile: [phone]

   Solicitors

   Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 MMiilllliiggaann SSttrreeeett

   PERTH WA 6000

   Auditor*

   Butler Settineri (Audit) Pty Ltd

   Unit 16, First Floor Spectrum Offices

   Solicitors

   Steinepreis

   100 Railway Road

   Lawyers an

   SUBIACO WA 6008

   Level 4, Th

   16 Milligan PERTH WA

   * 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.

2. TIMETABLE AND IMPORTANT NOTES
3. Timetable

   Action	Date
   Lodgement of Prospectus with the ASIC and ASX	Wednesday 6 September 2017
   Opening Date	Wednesday 6 September 2017
   Closing Date*	Friday 8 September 2017
   Expected date of Official Quotation of the Securities	Monday 11 September 2017

   * The Directors reserve the right to vary the Closing Date at any time after the Opening Date without notice. As such, the date the Securities are expected to commence trading on ASX may vary with any change in the Closing Date.

4. Important Notes

   This Prospectus is dated 6 September 2017 and was lodged with the ASIC on that date. The ASIC, the ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

   No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

   The Offer is only available to those who are personally invited to accept the Offer. Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.

   This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

5. Web Site - Electronic Prospectus

6. A copy of this Prospectus can be downloaded from the website of the Company at www.degreymining.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

   The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

   The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.