Prospectus

Please read the following disclaimer and click the ‘submit’ button to proceed to the Prospectus:

 

  1. Important Information

You must read and accept this important notice before you attempt to access the electronic version of the Prospectus through our website. The information on this page is not part of the Prospectus. If you do not understand it, please consult your professional adviser without delay.

  1. Lodgement of Replacement Prospectus with ASIC

The Replacement Prospectus relates to a proposed initial public offering (Offer) of CHESS Depositary Interests (CDIs) over shares of common stock of Sierra Nevada Gold Inc., a Nevada corporation (ARBN 653 575 618) (Company), which is seeking a listing on the Australian Securities Exchange. This Prospectus is dated 10 March 2022 and a copy of this Prospectus was lodged with the Australian Securities and Investments Commission (ASIC) on that date. It replaces the Company’s prospectus dated 28 February 2022 that was lodged with ASIC on that date. Neither ASIC nor ASX Limited, nor any of their respective officers, take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.

  1. Applications for CDIs

An application for CDIs under the Offer can be made by completing the Application Form attached to or accompanied by the Prospectus (Application Form) and then lodging the Application Form and the application monies in accordance with the details set out in the Prospectus and the Application Form. The Company will not accept a completed Application Form if it has reason to believe that the applicant has not received a complete and unaltered copy of the Prospectus.

If the Application Form is not completed correctly it may still be treated as valid. The Directors’ decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Application Form, is final.

  1. Electronic Prospectus

Any person accessing the electronic version of this Prospectus must be an Australian resident and must only access the Prospectus from within Australia. Persons who access the electronic version of this Prospectus should ensure that they download and read the entire Prospectus.

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. If you receive the Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by an Application Form. If you have not, please contact the Company so either a hard copy or a further electronic copy of the Prospectus or both can be sent to you free of charge.

  1. No Advice

Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company and its securities and terms of the offer, including the merits and risks involved. You should consult your professional adviser for legal, business or tax advice.

  1. Warning

For legal reasons, the electronic version of the Prospectus accessible through this website is available to persons accessing this website from within Australia only. If you are accessing this website from anywhere outside Australia, do not download, print or view the Prospectus. By accessing the Prospectus, you acknowledge and confirm that you are an Australian resident and are accessing the site from within Australia.

The Prospectus does not constitute an offer of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or make the offer. If you are outside Australia, you are not permitted to access the Prospectus on this website. The failure to comply with such restrictions could constitute a violation of applicable securities laws. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that you are in compliance with applicable securities laws. .

The Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any US person (as defined in Regulations under the US Securities Act of 1933, as amended (US Securities Act)), and is not available to persons in the United States or to US persons. The securities in the offering have not been and will not be registered under the 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 or to US persons, 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.

By clicking the ‘submit’ button below and accessing the Prospectus on this website, you acknowledge that you have read and accept the terms set out in this notice and represent, warrant and agree that:

  • you are a resident of Australia accessing this website from within Australia;
  • you are 18 years of age or over;
  • you are not a resident of the United States, not a US person nor currently located in the United States;
  • you are not acting for the account nor benefit of a person in the United States or any other foreign person;
  • you will not make a copy of the Prospectus available to, or release or distribute a copy of the Prospectus to, or for the account or benefit of, any person in the United States or elsewhere outside Australia (Ineligible Persons); and
  • you are not acting as a nominee for, or otherwise for the account or benefit of, any Ineligible Persons.
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