Podium Minerals Limited* ACN 009 200 079 Prospectus

249 Pages·2017·8.16 MB·English

Podium Minerals Limited*
ACN 009 200 079

Prospectus

For an offer of up to approximately 25,418,326 Shares at an issue price of $0.20 per Share,
with three (3) Attaching Options for every one (1) Share subscribed for at an issue price of
$0.02 per Attaching Option (for a maximum of approximately 76,254,978 Attaching Options),
to raise up to approximately $6,608,000 (before costs), comprised of:

1. a non-renounceable rights issue offer to Eligible Shareholders to raise up to approximately
$5,490,000 (before costs) (Rights Issue);

2. an offer to AssetOwl Shareholders who are registered at the Priority Pool Offer Record Date to
raise a maximum of up to approximately $1,118,000 (before costs) (Priority Pool Offer); and

3. to the extent there is shortfall from the Rights Issue and the Priority Pool Offer, an offer of up
to 25,418,326 Shortfall Shares with three (3) Attaching Options for every one (1) Shortfall Share
on the same terms as the Rights Issue and Priority Pool Offer (Shortfall Offer).

The Rights Issue, Priority Pool Offer and Shortfall Offer are conditionally underwritten to $5,400,000
subject to the conditions set out in Section 13.1 and as further described in Section 6.1.

This Prospectus also contains the following Secondary Offers:

4. an offer of 6,000,000 Shares and 3,000,000 Attaching Options to AssetOwl Ltd for the acquisition
of the Highlander Gold Prospect by the Company, to be distributed in-specie to eligible
AssetOwl shareholders (Consideration Offer); and

5. an offer of up to 1,625,005 Attaching Options to Converting Loan Lenders (Converting Loan
Fee Offer),

(together, the Offers).

Conditional Offers

The Offers are conditional on the Offer Conditions outlined in Section 6.7 of this Prospectus being satisfied. In the
event that the Offer Conditions are not satisfied, the Company will not proceed with the Offers and the Company
will repay all Application Monies received.

Important Information

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.

An investment in the Securities offered by this Prospectus should be considered as speculative.

*Presently named ‘Weld Range Metals Limited’, changing name to ‘Podium Minerals Limited’ on or about
30 November 2017
Table of Contents

Section Page No

1. Important Information ................................................................. 1
1.1 Important Notice ................................................................................. 1
1.2 Web Site – Electronic Prospectus .............................................................. 1
1.3 Overseas Applicants .............................................................................. 2
1.4 Forward looking statements .................................................................... 3
1.6 Disclosure to AssetOwl Shareholders .......................................................... 4
1.7 Definitions ......................................................................................... 4
2. Corporate Directory .................................................................... 5
3. Key Information and Indicative Timetable ........................................ 6
4. Investment Overview .................................................................. 8
4.1 Introduction ....................................................................................... 8
4.2 Key strengths .................................................................................... 13
4.3 Key risks .......................................................................................... 14
4.4 Proposed use of funds and other key terms of the Offers ................................. 18
4.5 Board and Management ........................................................................ 20
4.6 Miscellaneous .................................................................................... 21
5. Chairman’s Letter ..................................................................... 22
6. Details of the Offers .................................................................. 24
6.1 The Offers ........................................................................................ 24
6.2 Minimum Subscription .......................................................................... 25
6.3 Rights Issue ....................................................................................... 26
6.4 Priority Pool Offer ............................................................................... 26
6.5 Shortfall Offer ................................................................................... 27
6.6 Secondary Offers ................................................................................ 27
6.7 Conditions of Offers ............................................................................. 28
6.8 ASX Listing ........................................................................................ 29
6.9 Purpose of the Offers ........................................................................... 29
6.10 Use of Funds ..................................................................................... 30
6.11 Capital Structure ................................................................................ 31
6.12 Restricted Securities ............................................................................ 33
6.13 Dividend Policy .................................................................................. 34
6.14 Applications under the Offers ................................................................. 34
6.15 Application Monies to be held on Trust ...................................................... 36
6.16 Allocation of Securities ......................................................................... 36
6.17 Applicants outside of Australia ................................................................ 36
6.18 Underwriter ...................................................................................... 37
6.19 Potential effect on Control .................................................................... 37
6.20 CHESS and Issuer Sponsorship ................................................................. 39
6.21 Risks ............................................................................................... 39
6.22 Forecast Financial Information ................................................................ 39
6.23 Privacy Statement ............................................................................... 40
6.24 Taxation .......................................................................................... 40
6.25 Enquiries .......................................................................................... 40
7. Company Overview .................................................................... 41
7.1 Background ....................................................................................... 41
7.2 Location .......................................................................................... 44
7.3 WRC Geology ..................................................................................... 45
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Table of Contents

Section Page No

7.4 WRC PGM Project ............................................................................... 48
7.5 WRC Nickel-Copper Sulphides Project........................................................ 48
7.6 Highlander Gold Prospect ...................................................................... 49
7.7 Proposed Exploration Programs ............................................................... 49
7.8 Proposed Budget ................................................................................ 50
7.9 Financial Information ........................................................................... 52
8. Directors, Key Management and Corporate Governance ...................... 53
8.1 Director Profiles ................................................................................. 53
8.2 Management Profiles ........................................................................... 54
8.3 Director’s Interests ............................................................................. 54
8.4 Directors’ Security Holdings ................................................................... 55
8.5 Remuneration of Directors ..................................................................... 56
8.6 Key Terms of Agreements with Directors, Management or Related Parties ............ 57
8.7 Corporate Governance .......................................................................... 61
9. Independent Geologist’s Report .................................................... 75
10. Solicitor’s Report .................................................................... 148
11. Investigating Accountant’s Report ............................................... 193
12. Risk Factors ........................................................................... 211
12.1 General ......................................................................................... 211
12.2 Risks relating to the Company’s Operations ............................................... 211
12.3 General Risks................................................................................... 218
12.4 Investment Speculative ....................................................................... 219
13. Material Contracts ................................................................... 220
13.1 Underwriting Agreement ..................................................................... 220
13.2 Sub-underwriting and loan arrangements ................................................. 226
13.3 Oxide Mining Rights Acquisition Agreement ............................................... 227
13.4 Mining Rights Deed ............................................................................ 228
13.5 Native Title Mining Agreement .............................................................. 228
13.6 Highlander Gold Prospect Binding Terms Sheet .......................................... 228
14. Additional Information ............................................................. 229
14.1 Rights Attaching to Shares ................................................................... 229
14.2 Terms and Conditions of Attaching Options ............................................... 231
14.3 Terms and Conditions of Performance Rights ............................................. 233
14.4 Substantial Shareholders ..................................................................... 234
14.5 Employee Incentive Plan ..................................................................... 235
14.6 Company Structure ............................................................................ 237
14.7 Fees and Benefits ............................................................................. 237
14.8 Consents ........................................................................................ 238
14.9 Litigation ....................................................................................... 239
14.10 ASX Waivers .................................................................................... 239
14.11 Expenses of the Offers ....................................................................... 239
15. Director’s Authorisations .......................................................... 241
16. Glossary ............................................................................... 242
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1. Important Information
1.1 Important Notice
This Prospectus is dated 30 November 2017 and was lodged with the ASIC on that date.
ASX, ASIC and its officers take no responsibility for the contents of this Prospectus or
the merits of the investment to which the Prospectus relates.
The expiry date of this Prospectus is that date which is 13 months after the date this
Prospectus was lodged with the ASIC. No Securities may be issued on the basis of this
Prospectus after that date. It is important that investors read this Prospectus in its
entirety and seek professional advice where necessary before deciding whether to
invest. The Securities that are the subject of this Prospectus should be considered
speculative. Please refer to Section 12 for details relating to risk factors that could
affect the financial performance and assets of the Company.
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 the raising of funds. You should be aware that 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 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.
Application will be made to ASX within seven days after the date of this Prospectus for
Official Quotation of the Shares and Attaching Options the subject of this Prospectus.
Persons wishing to apply for Securities pursuant to the Offers must do so using the
applicable Application Form as provided with a copy of this 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.
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. You should only rely on
information in this Prospectus.
1.2 Web Site – Electronic Prospectus
A copy of this Prospectus can be downloaded from the website of the Company at
www.podiumminerals.com Any person accessing the electronic version of this
Prospectus for the purpose of making an investment in the Company 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, or accompanied by, the complete unaltered version of
the Prospectus. If you have received this Prospectus as an electronic Prospectus,
please ensure that you have received the entire Prospectus accompanied by the
relevant Application Forms. If you have not, please contact the Share Registry by
telephone (within Australia): 1300 850 505 or (outside Australia): [phone]
between 9.00am and 5.00pm (WST) Monday to Friday and they will send you, at no
179693_14 Page 1
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
www.podiumminerals.com.
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.
1.3 Overseas Applicants
The Offers of Securities made pursuant to this Prospectus are not made to persons to
whom, or places in which, it would be unlawful to make such Offers of Securities. No
action has been taken to register or qualify the Offers under this Prospectus or
otherwise permit the Offers to be made in any jurisdiction outside of Australia. The
distribution of this Prospectus in jurisdictions outside Australia may be restricted by
law in those jurisdictions and therefore persons who come into possession of this
Prospectus should seek legal advice on, and observe any of those restrictions. Failure
to comply with these restrictions may violate securities laws.
It is the responsibility of any overseas Applicant to ensure compliance with all laws of
any country relevant to their Application. The return of a duly completed Application
Form will be taken by the Company to constitute a representation and warranty that
there has been no breach of such law and that all necessary approvals and consents
have been obtained.
This Prospectus may not be distributed to any person, and the Shares may not be
offered or sold, in any country outside Australia, except to the extent permitted
below.
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus
under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32)
of Hong Kong, nor has it been authorised by the Securities and Futures Commission in
Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of
Hong Kong (SFO). No action has been taken in Hong Kong to authorise or register this
document or to permit the distribution of this document or any documents issued in
connection with it. Accordingly, the Securities have not been and will not be offered
or sold in Hong Kong other than to “professional investors” (as defined in the SFO).
No advertisement, invitation or document relating to the Securities has been or will
be issued, or has been or will be in the possession of any person for the purpose of
issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely
to be accessed or read by, the public of Hong Kong (except if permitted to do so under
the securities laws of Hong Kong) other than with respect to Securities that are or are
intended to be disposed of only to persons outside Hong Kong or only to professional
investors (as defined in the SFO and any rules made under that ordinance). No person
allotted Securities may sell, or offer to sell, such securities in circumstances that
amount to an offer to the public in Hong Kong within six months following the date of
issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory
authority. You are advised to exercise caution in relation to the Offers. If you are in
doubt about any contents of this document, you should obtain independent
professional advice.
179693_14 Page 2
Switzerland
The Securities may not be publicly offered in Switzerland and will not be listed on the
SIX Swiss Exchange (SIX) or on any other stock exchange or regulated trading facility in
Switzerland. This Prospectus has been prepared without regard to the disclosure
standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of
Obligations or the disclosure standards for listing prospectuses under the SIX Listing
Rules or the listing rules of any other stock exchange or regulated trading facility in
Switzerland. Neither this Prospectus nor any other offering or marketing material
relating to the Securities under the Offers may be publicly distributed or otherwise
made publicly available in Switzerland. The Securities will only be offered to regulated
financial intermediaries such as banks, securities dealers, insurance institutions and
fund management companies as well as institutional investors with professional
treasury operations.
Neither this Prospectus nor any other offering or marketing material relating to the
Securities have been or will be filed with or approved by any Swiss regulatory authority.
In particular, this Prospectus will not be filed with, and the offer of Securities will not
be supervised by, the Swiss Financial Market Supervisory Authority.
This Prospectus is personal to the recipient only and not for general circulation in
Switzerland.
United Kingdom
Neither the information in this Prospectus nor any other document relating to the
Offers has been delivered for approval to the Financial Conduct Authority in the United
Kingdom and no prospectus (within the meaning of section 85 of the Financial Services
and Markets Act 2000, as amended (FSMA)) has been published or is intended to be
published in respect of the Securities.
This Prospectus is issued on a confidential basis to fewer than 150 persons (other than
"qualified investors" (within the meaning of section 86(7) of the FSMA)) in the United
Kingdom, and the Securities may not be offered or sold in the United Kingdom by means
of this Prospectus, any accompanying letter or any other document, except in
circumstances which do not require the publication of a prospectus pursuant to section
86(1) of the FSMA. This Prospectus should not be distributed, published or reproduced,
in whole or in part, nor may its contents be disclosed by recipients to any other person
in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) received in connection with the issue or sale of the Securities
has only been communicated or caused to be communicated and will only be
communicated or caused to be communicated in the United Kingdom in circumstances
in which section 21(1) of the FSMA does not apply to the Company.
1.4 Forward looking statements
This Prospectus may contain forward-looking statements which are identified by words
such as ‘may’, ‘should’, ‘will’, ‘expect’, ‘anticipate’, ‘believes’, ‘estimate’, ‘intend’,
‘scheduled’ or ‘continue’ or other similar words. Such statements and information are
subject to risks and uncertainties and a number of assumptions, which may cause the
actual results or events to differ materially from the expectations described in the
forward looking statements or information.
Whilst the Company considers the expectations reflected in any forward looking
statements or information in this Prospectus are reasonable, no assurance can be given
179693_14 Page 3
that such expectations will prove to be correct. The risk factors outlined in Section 12,
as well as other matters not yet known to the Company or not currently considered
material to the Company, may cause actual events to be materially different from
those expressed, implied or projected in any forward looking statements or
information. Any forward looking statement or information contained in this
Prospectus is qualified by this cautionary statement.
1.5 Competent Persons Statement
The information in this Prospectus that relates to Exploration Results is based on and
fairly represents information and supporting documentation prepared by Mr Jeremy
Peters who is a Fellow of the Australasian Institute of Mining and Metallurgy and
Chartered Professional Mining Engineer and Geologist of that organisation. Mr Peters
is a full time employee of Snowden Mining Industry Consultants Pty Ltd. Mr Peters has
sufficient experience which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity that he is undertaking to qualify as a
Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting
of Exploration Results, Minerals Resources and Ore Reserves'. Mr Peters consents to the
inclusion in this Prospectus of the matters based on his information in the form and
context in which it appears.
1.6 Disclosure to AssetOwl Shareholders
Securities issued pursuant to the Consideration Offer are to be distributed in-specie to
eligible AssetOwl shareholders if the proposed In-specie Distribution is approved.
A copy of this Prospectus is to accompany the notice of general meeting which
AssetOwl proposes to issue in November 2017 to seek approval of its shareholders of
resolutions to permit the In-Specie Distribution (AssetOwl Meeting). This Prospectus
provides disclosure of material information in relation to the Company and the rights
and liabilities associated with the Shares and Attaching Options for consideration by
AssetOwl Shareholders relevant to their voting decision in respect of the resolutions to
be considered at the AssetOwl Meeting.
1.7 Definitions
A number of defined terms are used in this Prospectus. Unless the contrary intention
appears, the context requires otherwise or words are defined in Section 16, words and
phrases in this Prospectus have the same meaning and interpretation as in the
Corporations Act or ASX Listing Rules.

179693_14 Page 4
2. Corporate Directory
Directors

Mr Clayton Dodd Non-Executive Chairman
Mr Russell Thomson Executive Director and Chief Financial Officer
Mr Roberto Castro Non-Executive Director
Mr Peter Gilmour Non-Executive Director
Mr Grant Osborne Non-Executive Director

Chief Executive Officer

Mr Thomas (Tom) Stynes

Company Secretary Lawyers

Mr Russell Thomson Bellanhouse
Level 19, Alluvion
58 Mounts Bay Road
PERTH WA 6000

Registered Office Share Registry*

Level 9, 256 Adelaide Terrace Computershare Investor Services Pty Limited
PERTH WA 6000 Level 11, 172 St Georges Terrace
PERTH WA 6000
Phone: [phone]
Email: [email protected] Phone (within Australia): 1300 850 505
Phone (outside Australia): [phone]

Lead Manager and Underwriter Auditor*

Patersons Securities Limited Greenwich & Co Audit Pty Ltd
Level 23, Exchange Tower 35 Outram Street
2 The Esplanade WEST PERTH WA 6005
PERTH WA 6000
AFSL 239 052

Investigating Accountant Proposed ASX Code

Greenwich & Co Audit Pty Ltd POD
Level 2, 35 Outram Street
WEST PERTH WA 6005

Independent Geologist Company Website

Snowden Mining Industry Consultants Pty Ltd www.podiumminerals.com
6/130 Stirling St
PERTH WA 6000

* These entities are included for information purposes only. They have not been involved in the
preparation of this Prospectus.
179693_14 Page 5
3. Key Information and Indicative Timetable

Description Minimum Maximum
Subscription Subscription
Issue price per Share under the Rights Issue, Priority Pool $0.20 $0.20
Offer and Shortfall Offer
Issue Price per Attaching Option under the Rights Issue, $0.02 $0.02
Priority Pool Offer and Shortfall Offer
Total subscription price for one Share and three $0.26 $0.26
Attaching Options offered under the Rights Issue, Priority
Pool Offer and Shortfall Offer
Total Shares offered under the Rights Issue, Priority Pool 20,769,231 25,418,326
Offer and Shortfall Offer
Amount to be raised under the Rights Issue, Priority Pool $5,400,000 $6,608,765
Offer and Shortfall Offer (before costs)
Approximate Shares on issue before completion of the 63,354,979 63,354,979
Offers1
Approximate total Shares on issue on completion of the 94,124,210 98,773,305
Offers
Approximate market capitalisation on listing at $0.20 per $18.8 million $19.75 million
Share
Options on issue before completion of the Offers Nil Nil
Options offered under the Rights Issue, Priority Pool Offer 62,307,693 76,254,978
and Shortfall Offer
Total Options on issue on completion of the Offers 77,932,698 91,879,983
Note: Refer to Section 6.11 for further details relating to the proposed capital structure of
the Company.
1. Existing Shares on issue quoted on a post-Consolidation basis.

179693_14 Page 6
Indicative timetable Date
Lodgement of this Prospectus with ASIC Thursday, 30 November 2017
Priority Pool Offer Record Date 5pm WST, Monday,
4 December 2017
Record Date for Rights Issue Tuesday, 5 December 2017
Prospectus sent to Rights Issue Eligible Monday, 11 December 2017
Shareholders
Opening Date of Offers Friday, 15 December 2017
Closing Date for the Consideration Offer Friday, 29 December 2017
Closing Date for the Rights Issue and Priority Pool Friday, 12 January 2018
Offer
Closing Date for the Shortfall Offer Friday, 12 January 2018
Issue of Securities under the Rights Issue, Priority Thursday, 25 January 2018
Offer and Shortfall Offer
Dispatch of holding statements Thursday, 25 January 2018
Completion of In-specie Distribution Monday, 29 January 2018
Expected date for Official Quotation on ASX Week commencing
29 January 2018
The above dates are indicative only and may change without notice. The Company reserves the
right to extend the Closing Dates or close the Offers early without notice.

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