New Zealand Coastal Seafoods : Disclosure Document

For personal use only

NEW ZEALAND COASTAL SEAFOODS LIMITED

ACN 124 251 396

PROSPECTUS

For the offers of:

1. up to 100,000,000 Options, exercisable at $0.01 each on or before the date that is three years from the date of issue (Placement Options) to participants under the Placement (Placement Options Offer);
2. up to 160,000,000 Shares at an issue price of $0.005 per Share (SPP Shares), together with one free attaching Option for every two SPP Shares subscribed for and issued, exercisable at $0.01 each on or before the date that is three years from the date of issue (SPP Options) to participants under the SPP to raise up to $800,000 (SPP Offer); and
3. 30,000,000 Options, exercisable at $0.01 each on or before the date that is three years from the date of issue (Lead Manager Options) to the Lead Manager (or its nominee/s) (Lead Manager Options Offer),

together the Offers.

SECURITY PURCHASE PLAN INFORMATION

The SPP Offer is currently scheduled to close at 5:00pm (WST) on 6 July 2022. Valid applications must be received by that time. Details of how to apply for Securities are set out in the SPP Application Form accompanying this Prospectus.

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 by this Prospectus should be considered as highly speculative.

For personal use only

TABLE OF CONTENTS
1.	CORPORATE DIRECTORY..............................................................................................	1
2.	TIMETABLE AND IMPORTANT NOTES ............................................................................	2
3.	DETAILS OF THE OFFERS................................................................................................	6
4.	PURPOSE AND EFFECT OF THE OFFERS.......................................................................	13
5.	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES .................................................	19
6.	RISK FACTORS ............................................................................................................	24
7.	ADDITIONAL INFORMATION ......................................................................................	36
8.	DIRECTORS' AUTHORISATION ....................................................................................	44
9.	DEFINITIONS ...............................................................................................................	45

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1. CORPORATE DIRECTORY Directors

Winton Willesee Non-Executive Chairman

Cataldo Miccio Executive Director

Erlyn Dawson Non-Executive Director

Evan Hayes Non-Executive Director

Nathan Maxwell-McGinnNon-Executive Director

Company Secretary Erlyn Dawson

Share Registry*

Automic Registry Services Level 5, 191 St Georges Terrace PERTH WA 6000

Telephone: [phone]

International: [phone]

Email: [e-mail]

Website: www.automicgroup.com.au

ASX Code

NZS NZSOA

Registered Office

Suite 5 CPC,

145 Stirling Highway

NEDLANDS WA 6009

Telephone: [phone]

Email: [e-mail]

Website: www.nzcs.co

Lead Manager to the Placement

CoPeak Corporate Pty Ltd

as Trustee for Peak Asset Management Unit Trust

39/55 Collins St MELBOURNE VIC 3000

Solicitors

Steinepreis Paganin

Lawyers and Consultants

Level 4, The Read Buildings

16 Milligan Street

PERTH WA 6000

Auditor*

Crowe Perth

Level 5, 45 St Georges Terrace

PERTH WA 6000

For

• 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.

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2. TIMETABLE AND IMPORTANT NOTES

2.1 Timetable

Action

Record Date for SPP

Announcement of Placement and SPP and lodgement of Appendix 3B with ASX

Issue of Shares under Placement, lodgement ofAppendix 2A and Cleansing Notice with ASX

Lodgement of Prospectus for issue of Placement Options, SPP Securities and Lead Manager Options and lodgement of Appendix 3B's with ASX

Opening date of the Offers

Date of General Meeting to approve issue of Placement Options, SPP Securities and Lead Manager Options

Closing Date of the Offers**

Announcement of the results of the SPP

Issue of Securities under the Offers, lodge Appendix 2A for the Placement Options, SPP Securities and Lead Manager Options with ASX

Quotation on ASX of Securities under the Offers

Date

5.00pm (WST) on 30 March 2022

31 March 2022

6 April 2022

10 June 2022

10 June 2022

21 June 2022

6 July 2022

7 July 2022

8 July 2022

11 July 2022

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• The above dates are indicative only and may change without prior notice.
• Subscribers under the SPP Offer should ensure that they have lodged their SPP Application Form by this date.

2.2 Important Notes

This Prospectus is dated 10 June 2022 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.

Applications for Securities 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.

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1. ASIC Instrument and ASX Listing Rule 7.2, Exception 5
   In certain circumstances, a listed company may undertake a share purchase plan in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument). The ASIC Instrument allows a share purchase plan to be conducted without the use of a prospectus once in any consecutive 12-month period.
   As the Company is also offering Options under the SPP (subject to obtaining Shareholder approval), the Company is unable to rely on the relief granted by the ASIC Instrument in respect of the Options (as the relief relates to offers of fully paid ordinary shares only) and, therefore, is undertaking the issue of Shares and Options under the SPP pursuant to this Prospectus.
   Further to the above, the Company notes that the issue price of Shares to be issued under the SPP does not satisfy the second element of Exception 5 of ASX Listing Rule 7.2, being that the issue price of Shares offered under the SPP must be at least 80% of the volume weighted average price (VWAP) of Shares calculated over the last 5 days on which sales in Shares were recorded before the day on which the SPP was announced (with the VWAP of the Shares before the day on which the issue is made obviously not presently known). However, the Company wishes to provide Shareholders with the opportunity to participate on the same terms as the Placement (which was completed by the Company in April 2022) and as such, is seeking Shareholder approval for the issue of Shares under the SPP at the General Meeting.
2. Target Market Determination
   In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of SPP Options issued under this Prospectus. The Company and the Lead Manager will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company's website (https://nzcs.co). By making an application under the SPP Options Offer, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD.
3. Risk factors
   Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 6 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Securities in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

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