Fargo Enterprises Limited (to be renamed "Odessa Minerals Limited")
ACN 000 031 292
For personal use only
P R O S P E C T U S
For an offer of up to 300,000,000 Shares at an issue price of $0.02 each to raise up to $6 million (before costs) (Public Offer). The minimum subscription under the Public Offer is 250,000,000 Shares to raise $5 million (before costs).
The Public Offer includes a priority offer to Eligible Shareholders to subscribe for up to 150,000,000 Shares at an issue price of $0.02 each to raise up to $3 million under the Public Offer (Priority Offer).
This Prospectus is also being issued for the Secondary Offers, including the Consideration Offer, the KMP Offer and the Lead Manager Offer.
This is an important document and requires your immediate attention. It should be read in its entirety. Please consult your professional adviser(s) if you have any questions about this document.
Investment in the Securities offered pursuant to this Prospectus should be regarded as highly speculative in nature. Refer to Section 4 for a summary of the key risks associated with an investment in the Securities.
Lead Manager
only
Table of Contents
For personal use
Corporate Directory | 3 | |
Important Information | 4 | |
Letter from the Board | 6 | |
Key Offer Details | 8 | |
Indicative Timeline | 9 | |
Investment Overview | 10 | |
1 | Overview of the Acquisition | 25 |
1.1 | Terms Sheet | 25 |
1.2 | Suspension and reinstatement on ASX | 26 |
1.3 | Annual General Meeting | 27 |
2 | Details of the Offers | 28 |
2.1 | Public Offer | 28 |
2.2 | Lead Manager | 29 |
2.3 | Secondary Offers | 29 |
2.4 | Conditional Offers | 30 |
2.5 | Capital structure | 31 |
2.6 | Applications | 32 |
2.7 Allocation and allotment of Shares
under the Public Offer | 35 | |
2.8 | Key advisors' interests in Securities | 35 |
2.9 | Application Monies to be held in trust | 36 |
2.10 | Escrow arrangements | 36 |
2.11 | CHESS and issuer sponsorship | 36 |
2.12 | Reinstatement and Official Quotation | 37 |
2.13 | Risks | 37 |
2.14 | Overseas investors | 37 |
2.15 | Privacy disclosure | 38 |
2.16 | Taxation | 38 |
2.17 | Enquiries | 38 |
3 | Overview of the Company, | 38 |
Odessa and the Merged Group | ||
3.1 | Existing activities of the Company | 38 |
3.2 | The Merged Group | 39 |
3.3 | About Odessa | 39 |
3.4 | Proposed use of funds | 48 |
3.5 | Consideration for Acquisition | 49 |
3.6 | Board of Directors | 50 |
3.7 | Voting power of Odessa Shareholders | 51 |
4 | Risk Factors | 51 |
4.1 Risks relating to the change in
nature and scale of activities | 51 |
4.2 Specific risks applicable to
the Merged Group | 53 | |
4.3 | Mining Industry Risks | 54 |
4.4 | General risks | 60 |
5 | Financial Information | 61 |
5.1 | Introduction | 61 |
5.2 | Basis and method of preparation | 62 |
5.3 Historical statement of profit or loss and other
comprehensive income (Odessa) | 63 |
2 | O D E S S A M I N E R A L S
5.4 Historical statement of profit or loss and other
comprehensive income (Fargo) | 63 |
5.5 Historical statement of financial
position (Odessa) | 65 |
5.6 Historical statement of financial
position (Fargo) | 65 | |
5.7 | Historical statement of cash flows (Odessa) | 66 |
5.8 | Historical statement of cash flows (Fargo) | 67 |
5.9 Historical and Pro-forma statement
of financial position | 68 | |
5.10 | Notes to and Forming Part of the Historical | 70 |
Financial Information | ||
6 | Directors, Key Management | 83 |
and Corporate Governance | ||
6.1 | Board of Directors | 83 |
6.2 | Interests of Directors and | 83 |
Proposed Directors in Securities | ||
6.3 | Directors' remuneration | 84 |
6.4 Transactions with entities in which
the Directors have an interest | 84 |
6.5 Interests of Directors
and Proposed Directors | 85 | |
6.6 | Corporate Governance | 85 |
7 | Material Contracts | 97 |
7.1 | Introduction | 97 |
7.2 Odessa material contracts and
arrangements | 97 | |
7.3 | Company material contracts | 98 |
8 | Additional Information | 101 |
8.1 | Rights and liabilities attaching to Shares | 101 |
8.2 Terms and conditions of Consideration Options, Incentive
Options and Lead Manager Options | 102 | |
8.3 | Employee Securities Incentive Plan | 104 |
8.4 | Substantial Shareholders | 108 |
8.5 | Dividend Policy | 108 |
8.6 | Interests of experts and advisers | 108 |
8.7 | Consents | 110 |
8.8 | Expenses of the Offers | 111 |
8.9 | ASX waivers | 111 |
8.10 | Continuous disclosure obligations | 112 |
8.11 | Litigation | 112 |
8.12 | Electronic Prospectus | 112 |
8.13 | Documents available for inspection | 112 |
8.14 | Statement of Directors | 113 |
9 | Directors' Authorisation | 113 |
10 | Definitions | 114 |
Schedule 1: Independent Limited | 118 | |
Assurance Report | ||
Schedule 2: Solicitor's Report | 124 | |
Schedule 3: Independent Geologist's Report | 179 |
For personal use only
Corporate Directory
Current Board of Directors
Mr Zane Lewis
Non-Executive Director
Dr Catriona Wallace
Non-Executive Director
Mr Phillip Coulson
Non Executive Director
Proposed Board of Directors
Mr Zane Lewis
Non Executive Chair
Dr Darren Holden
Non Executive Director
Ms Lisa Wells
Non Executive Director
Proposed CEO
Mr Alistair Stephens
Company Secretary
Mr Robbie Featherby
Registered Office
Fargo Enterprises Limited
Suite 1, 295 Rokeby Road Subiaco WA 6008
Phone: +61 8 6555 2950
Email: info@fargoenterprises.com.au
Website: https://fargoenterprises.com.au
Lead Manager
Pursuit Capital
Level 1, 33 Ord Street
West Perth, WA, 6005
AFSL 339211
ASX Code
Current: FGO
Proposed: ODE
Auditor*
William Buck
Level 29, 66 Goulburn Street,
Sydney, NSW, 2000
Legal Adviser
Allens
Level 37, 250 St Georges Terrace
Perth WA 6000
Investigating Accountant
Hall Chadwick
Allendale Square
Level 11, 77 St Georges Terrace
Perth WA 6000
Share Registry*
Automic
Level 5, 126 Phillip Street
Sydney, NSW 2000
Phone (within Australia): 1300 288 664
Phone (outside Australia): +61 2 9698 5414
Odessa Auditor *
Hall Chadwick
Allendale Square
Level 11, 77 St Georges Terrace
Perth WA 6000
Independent Geologist
Burnt Shirt
PO Box 314
Northbridge WA 6865
*These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.
P R O S P E C T U S | 3
For personal use only
Important Information
Prospectus
This Prospectus is dated 18 November 2021 and was lodged with ASIC on that date. Neither ASIC nor ASX (or any of their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.
Within 7 days of the date of this Prospectus, the Company will make an application to ASX for the Shares offered pursuant to the Prospectus to be admitted for quotation on ASX.
Securities will not be issued pursuant to this Prospectus later than 13 months after the date of this Prospectus.
Persons wishing to apply for Securities pursuant to the Offers must do so using the applicable Application Form attached to or accompanying this Prospectus. Before applying for Securities potential investors should carefully read the Prospectus so that they can make an informed assessment of:
- the rights and liabilities attaching to the Securities;
- the assets and liabilities of the Company; and
- the Company's financial position and performance, profits and losses, and prospects.
Investors should carefully consider these factors in light of their own personal financial and taxation circumstances.
No person is authorised to give any information or to make any representation in relation to the Offers which is not contained in this Prospectus. Any information or representation not so contained may not be relied upon as having been authorised by the Company or the Directors in relation to the Offers.
Risks
Any investment in the Company should be considered highly speculative. Before deciding to invest in the Company, potential investors should read the entire Prospectus and, in particular, in considering the prospects of the Company, potential investors should consider the risk factors that could affect the financial performance and assets of the Company. Investors should carefully consider these factors in light of their personal circumstances (including financial and taxation issues). The Securities offered by this
Prospectus should be considered highly speculative. Please refer to Section 4 for details relating to risk factors. Persons considering applying for Securities pursuant to the Prospectus should obtain professional advice from an accountant, stockbroker, lawyer or other adviser before deciding whether to invest.
Forward Looking Statements
This Prospectus contains forward-looking statements which incorporate an element of uncertainty or risk, such as 'intends', 'may', 'could', 'believes', 'estimates', 'targets' or 'expects'. These statements are based on an evaluation of current economic and operating conditions, as well as assumptions regarding future events. These events, as at the date of this Prospectus, are expected to take place, but there is no guarantee that such will occur as anticipated or at all given that many of the events are outside the Company's control.
Accordingly, the Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward- looking statements contained in this Prospectus will actually occur. Further, the Company may not update or revise any forward-looking statement if events subsequently occur or information subsequently becomes available that affects the original forward looking statement.
Exposure Period
This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to applying for Securities. This examination may result in the identification of deficiencies in
this Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications for Securities under the Offers set out in this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period.
4 | O D E S S A M I N E R A L S
For personal use only
Re-compliance with Chapters 1 and 2 of the Listing Rules
The Acquisition will constitute a significant change to the nature and scale of the Company's activities. Pursuant to Listing Rule 11.1.3, the Company must re-comply with the admission requirements of Chapters 1 and 2 of the Listing Rules, as if applying for admission to the Official List. Accordingly, this Prospectus is issued for the purpose of satisfying Chapters 1 and 2 of the Listing Rules, as well as for the purpose of raising funds under the Public Offer.
Conditional Offers
The Offers contained in this Prospectus are conditional on certain events occurring. If these events do not occur, the Offers will not proceed and investors will be refunded their Application Monies without interest. Please refer to Section 2.4 for further details on the conditions attaching to the Offers.
Secondary Offers
This Prospectus also contains the Secondary Offers of Shares and Options. Please refer to Section 2.3 for further details.
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 Options issued under this Prospectus. The Company and the Lead Managers 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://fargoenterprises.com.au).
No forecast financial information
After considering ASIC Regulatory Guide 170, the Directors believe that reliable financial forecasts for the Company cannot be prepared, and accordingly, financial forecasts have not been included in this Prospectus.
Electronic Prospectus
If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Forms. If you have not, please contact the Company at info@fargoenterprises.com.au and the Company will send you, at no cost, either a hard copy or a further electronic copy of the Prospectus or both. Alternatively, you may obtain a copy of the Prospectus from the Company's website at https://fargoenterprises.com.au/.
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.
Photographs and diagrams
Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus may not be drawn to scale.
Competent Persons Statements
The information in this Prospectus that relates to technical assessment of the mineral assets of Odessa, including the exploration results included in Schedule 3, is based on, and fairly represents, information and supporting documentation prepared by Mr Jeremy Peters (BSc (ANU), BEng (Min, AWASM)), a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy and a Chartered Professional Geologist and Mining Engineer of that organisation. Mr Peters is an employee of Burnt Shirt. Mr Peters
has sufficient experience that is relevant to the technical assessment of the mineral assets under consideration, the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Practitioner as defined in the 2015 Edition of the Australasian Code for the Public Reporting of Technical Assessments and Valuations of Mineral Assets, and as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.
Mr Peters consents to the inclusion of the matters based on his information in the form and context in which it appears in this Prospectus and has not withdrawn his consent before lodgement of this Prospectus with ASIC.
Miscellaneous
All references to "$", "A$", "AUD", "dollar" and "cents" are references to Australian currency unless otherwise stated. All references to time relate to the time in Perth, Western Australia unless otherwise stated.
A number of terms and abbreviations used in this Prospectus have defined meanings which appear in Section 10.
P R O S P E C T U S | 5
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Flamingo AI Limited published this content on 18 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 November 2021 22:32:07 UTC.