IMPORTANT NOTICE
THIS IS A REPLACEMENT PROSPECTUS, DATED 25 MAY 2011 (REPLACEMENT PROSPECTUS), INTENDED TO BE READ IN CONJUNCTION WITH THE FIRST SUPPLEMENTARY PROSPECTUS, DATED 27 JUNE 2011 (FIRST SUPPLEMENTARY PROSPECTUS) AND THE SECOND SUPPLEMENTARY PROSPECTUS, DATED 27 JULY 2011 (SECOND SUPPLEMENTARY PROSPECTUS). THE REPLACEMENT PROSPECTUS, READ TOGETHER WITH THE FIRST SUPPEMENTARY PROSPECTUS AND THE SECOND SUPPLEMENTARY PROSPECTUS, REPLACES A PROSPECTUS, DATED 18 MAY 2011, RELATING TO SHARES OF SIGNATURE GOLD LTD ABN 34 142 902 985.
BEFORE DOWNLOADING, PRINTING OR VIEWING THE REPLACEMENT PROSPECTUS, THE FIRST SUPPLEMENTARY PROSPECTUS AND THE SECOND SUPPLEMENTARY PROSPECTUS, YOU MUST CAREFULLY READ THE TERMS SET OUT IN THIS NOTICE.
TERMS
The Replacement Prospectus, read together with the First Supplementary Prospectus and the Second Supplementary Prospectus, is an important document that applicants should read in its entirety before deciding to participate in the Offer (as referred to below and set out in the Replacement Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus). If after reading the Replacement Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus, you have questions about the Offer, you should contact your stockbroker, accountant or other professional adviser.
By accessing the Replacement Prospectus, read together with the First Supplementary Prospectus and the Second Supplementary Prospectus (by clicking on the 'I Agree' link below), you acknowledge that you have read and accept the terms set out in this notice.
THE OFFER
The Replacement Prospectus, read together with the First Supplementary Prospectus and the Second Supplementary Prospectus, contains details of an offer by Signature Gold Ltd ABN 34 142 902 985 (Signature Gold or the Company) in respect of the issue and sale of up to 50 million fully paid ordinary shares (Shares). Signature Gold intends to apply to ASX Limited (ASX) for quotation of the Shares.
Austock Corporate Finance Pty Ltd ABN 26 101 074 015 is the Lead Manager to the Offer.
LODGEMENT OF THE REPLACEMENT PROSPECTUS, THE FIRST SUPPLEMENTARY PROSPECTUS AND THE SECOND SUPPLEMENTARY PROSPECTUS
Copies of the Replacement Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus accessible on this website have been lodged with the Australian Securities and Investments Commission (ASIC). The Replacement Prospectus is dated 25 May 2011, which was the date of lodgement of the Replacement Prospectus with ASIC. The First Supplementary Prospectus is dated 27 June 2011, which was the date of lodgement of the First Supplementary Prospectus with ASIC. The Second Supplementary Prospectus is dated 27 July 2011, which was the date of lodgement of the Second Supplementary Prospectus with ASIC. Under the Corporations Act 2001 (Cth), following lodgement of the original prospectus there was an 'exposure period' of 7 days (or such longer period as ASIC specifies) during which Signature Gold was not permitted to accept or process applications. That period ended on 25 May 2011 and Signature Gold is now permitted to accept and process applications.
APPLICATIONS FOR SIGNATURE GOLD SHARES
Applications for Shares under the Offer may only be made using an Application Form to be issued with, contained in, or accompanying, the Replacement Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus. Applications for Shares can be made in one of two ways:
Other interested persons may request a paper copy of the Replacement Prospectus (with the Application Form, the First Supplementary Prospectus and the Second Supplementary Prospectus attached) (which will be provided free of charge) during the offer period by telephoning the Signature Gold Offer Information Line on (02) 9356 4428 (within Australia) or +61 2 9356 4428 (outside Australia). The Offer opens on 26 May 2011 and is scheduled to close on 24 August 2011 but the Offer may be extended or closed early by Signature Gold without prior notice.
WARNING
The offers made in the Replacement Prospectus, read together with the First Supplementary Prospectus and the Second Supplementary Prospectus, are, subject to the terms described in the Replacement Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus, available to persons receiving an electronic Replacement Prospectus, First Supplementary Prospectus and Second Supplementary Prospectus within Australia. The distribution of this Replacement Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this Replacement Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus comes should seek advice on and observe any such restrictions. Failure to comply with relevant restrictions may violate those laws. The Replacement Prospectus, read together with the First Supplementary Prospectus and the Second Supplementary Prospectus, is not an offer or invitation in relation to shares in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.
The Offer is only available to persons receiving this Replacement Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus in Australia, who are Australian residents and to certain international institutional investors in a limited number of international jurisdictions determined by Signature Gold in conjunction with the Lead Manager. No action has been taken to register the Shares or the Offer, or otherwise permit a public offering of the Shares in any jurisdiction outside Australia.
The Replacement Prospectus, read together with the First Supplementary Prospectus and the Second Supplementary Prospectus, does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to make such an offer. In particular, Shares will not be sold in the United States, or to residents of the United States, other than in compliance with US securities laws. The Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act), or the securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state securities laws. Without limiting the foregoing, the Company will only offer and sell Shares to "accredited investors" as defined in Regulation D under the US Securities Act and applicable state securities laws. Prior to accepting delivery of the Shares, each purchaser will be required to make certain acknowledgements, representations and agreements in relation to the foregoing offer and sale restrictions, including in relation to applicable resale restrictions.
INSTRUCTIONS
Subject to the terms contained in this notice, an electronic copy of the Replacement Prospectus (with an Application Form, the First Supplementary Prospectus and the Second Supplementary Prospectus attached) may be viewed or downloaded by following the instructions set out below.
The full Replacement Prospectus (with Application Form, the First Supplementary Prospectus and the Second Supplementary Prospectus attached) has 140 pages. The electronic copy of the full Replacement Prospectus, First Supplementary Prospectus and Second Supplementary Prospectus and each section of the Replacement Prospectus, First Supplementary Prospectus and Second Supplementary Prospectus are in Adobe Portable Document Format (PDF). The megabyte size of the full Replacement Prospectus, First Supplementary Prospectus and Second Supplementary Prospectus is 8 Mb. The number of pages and megabyte size of each section of the Replacement Prospectus, First Supplementary Prospectus and Second Supplementary Prospectus is outlined next to the link. You should ensure that any copy you view or print is complete.
ACKNOWLEDGEMENT
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OF SHARES
The information on this website is provided for informational purposes only and subject to change without notice. Nothing contained on this website or in the Replacement Prospectus or the First Supplementary Prospectus or the Second Supplementary Prospectus constitutes investment, legal, business, taxation or other advice, nor is it to be relied on in making an investment in the Shares. The information on this website, in the Replacement Prospectus, First Supplementary Prospectus and the Second Supplementary Prospectus, does not take into account your investment objectives, financial situation or particular needs.
By proceeding, I confirm that I am a resident of Australia accessing this website from Australia. I represent, warrant and agree that if I am a resident of the United States or currently located in the United States, or I am acting for the account or benefit of such a person, and that I will not make a copy of the Replacement Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus available to, or distribute a copy of the Replacement Prospectus, First Supplementary Prospectus and the Second Supplementary Prospectus to, or offer to sell the Shares to, any such person, other than in compliance with US securities laws.
To agree to the terms contained in this notice, and to proceed to the Replacement Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus, click the 'I agree' button below.
I AGREE