Announcement PDF PROSPECTUS Initial Public Offer For an offer to the public of a minimum 16,666,667 up to a maximum of 21,666,667 Shares at an issue price of $0.30 per New Share to raise a minimum of $5,000,000 up to a maximum of $6,500,000 (before costs) The Offer opens on 11 September 2020 and closes at 5:00pm (AEST) on 2 October 2020. The Offer is not underwritten. IMPORTANT INFORMATION This Prospectus is an important document and should be read in its entirety. If after reading this Prospectus you have any questions about the New Shares being offered under this Prospectus or any other matter, then you should consult your accountant, stockbroker, lawyer or other professional adviser. The New Shares offered by this Prospectus should be considered highly speculative. LEAD MANAGER LEGAL ADVISER C ODA MINER ALS L IMITE D ACN 625 763 957 PROSPE CTUS 1 C ODA MINE R A L S L IMITE D ACN 625 763 957 PROSP E CTU S 2 C ODA MINER A L S L IMITE D ACN 625 763 957 PROSPE CTU S Table of Contents 04 IMPORTANT NOTICES 10 KEY INFORMATION ON THE OFFER 12 CHAIRMAN’S LETTER 15 1. INVESTMENT OVERVIEW 23 2. DETAILS OF THE OFFER 31 3. COMPANY OVERVIEW 45 4. BOARD AND MANAGEMENT 53 5. RISK FACTORS 63 6. FINANCIAL INFORMATION 83 7. MATERIAL CONTRACTS 91 8. TERMS OF SECURITIES 97 9. ADDITIONAL INFORMATION 105 10. GLOSSARY 109 ANNEXURE A – CORPORATE GOVERNANCE STATEMENT 119 ANNEXURE B – SIGNIFICANT ACCOUNTING POLICIES 127 ANNEXURE C – INDEPENDENT LIMITED ASSURANCE REPORT 135 ANNEXURE D – INDEPENDENT GEOLOGIST’S REPORT 183 ANNEXURE E – SOLICITOR’S REPORT ON TENEMENTS 201 ANNEXURE F – MATERIAL DRILLHOLES TABLES 3 C ODA MINE R A L S L IMITE D ACN 625 763 957 PROSP E CTU S Important notices General This Prospectus is issued by Coda Minerals Limited ACN 625 763 957 (Coda or Company). This Prospectus is dated 4 September 2020 and was lodged with the ASIC on the same date. Neither ASIC nor ASX take responsibility for the contents of this Prospectus or the investment to which this Prospectus relates. Prospectus Coda will apply to ASX within 7 days following the Prospectus Date for the Shares offered by this Prospectus to be listed for quotation by ASX. Coda will not issue the Offer the basis of this Prospectus later than the expiry date of this Prospectus, being 13 months after the Prospectus Date. Before applying for the Offer under this Prospectus, potential investors should carefully read this Prospectus so that they can make an informed assessment of: • the rights and liabilities attaching to the New Shares; • the assets and liabilities of Coda; and • Coda’s financial position, performance and prospects. It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Offer should be considered speculative. Coda has not authorised any person to give any information or make any representation in connection with an Offer which is not contained in this Prospectus. Any information or representation not contained in this Prospectus should not be relied on as having been made or authorised by Coda or its Directors. Exposure period This Prospectus is subject to an exposure period of 7 days from the date of lodgement with ASIC pursuant to the Corporations Act. ASIC may extend this period by a further 7 days. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of the funds. The examination may result in the identification of deficiencies in this Prospectus, and in such circumstances, any Applications received during the Exposure Period may need to be dealt with in accordance with section 724 of the Corporations Act. This Prospectus will be available online at Coda’s website www.codaminerals.com, or in hard copy upon request during the Exposure Period. Applications received during this time will not be processed until after the expiration of the Exposure Period and preference will not be conferred on such Applications. Applications Applications for Shares under the Offer must be made via the online Application Form by following the instructions on Coda’s website at www.codaminerals.com and completing a BPAY® payment, or otherwise by arrangement with the Lead Manager. Paper Application Forms will not be made available or accepted. The Corporations Act prohibits any person from passing an Application Form to any other person unless it is attached to, or accompanied by, a hard copy of this Prospectus or a complete and unaltered electronic copy of this Prospectus. An Application Form included in this Prospectus may only be distributed if it is included in, or accompanied by, a complete and unaltered copy of this Prospectus. Each Application Form contains a declaration that the investor has personally received the complete and unaltered Prospectus prior to completing an Application Form. Coda reserves the right not to accept a completed Application Form if it has reason to believe that the Applicant has not received a Prospectus or that the Application Form has been altered or tampered with in any way. Not investment advice The Prospectus does not provide investment advice. You should seek your own financial advice in relation to the Offer. The Offer contained in this Prospectus do not take into account your investment objectives, financial situation and particular needs. It is important that you read this Prospectus carefully and in full before deciding to accept the Offer. In particular, in considering the prospects of Coda, you should consider the risk factors that could affect the financial performance of Coda in light of your personal circumstances (including financial and taxation issues) and seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding to invest. Applicants should carefully consider the risk factors that affect Coda and the industry in which it operates. Section 6 of this Prospectus outlines some significant risk factors that may impact on the prospects of Coda. Further, any number of known and unknown risks, uncertainties and other factors could affect the actual results, performance or achievements of Coda. 4 C ODA MINER A L S L IMITE D ACN 625 763 957 PROSPE CTU S In particular, you should carefully consider these risk factors in light of your personal circumstances, investment objectives, financial circumstances, tax position and particular needs (including financial and taxation issues) and seek accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest in Coda. There may be risks in addition to these that should be considered in light of your personal circumstances. Competent Person’s statement – Emmie Bluff The information in this Prospectus that relates to the geological description of Coda’s Emmie Bluff Exploration Target is extracted from the Company’s investor release dated 2 September 2020 entitled “Emmie Bluff Exploration Target Update and Reissue” (Emmie Bluff Announcement) and is available to view at https://www.codaminerals.com/investors/coda_announcement_eb_exploration_target_update_and_reissue_typeset/. Information relating to the Exploration Target and Exploration Results in the Emmie Bluff Announcement is based on, and fairly represents, information and supporting documentation compiled by Craig Went, a Senior Associate Geologist of Mining & Process Solutions Pty Ltd. Mr Went is a Member of the Australasian Institute of Mining and Metallurgy, and has a minimum of five years’ experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the JORC Code. Mr Went has consented to the inclusion of the matters in this Prospectus based on his information in the form and context in which it appears. The Company confirms that it is not aware of any new information or data that materially affects the information included in the Emmie Bluff Announcement and that all material assumptions and technical parameters underpinning the estimates in the Emmie Bluff Announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the Emmie Bluff Announcement. Competent Person’s statement – MG14 and Windabout The information in this Prospectus that relates to the geological description of Coda’s MG14 and Windabout Indicated Mineral Resources is extracted from the Company’s investor release dated 31 August 2020 entitled “Appendix to the Annual Report 2020 – Mineral Resource and Ore Reserve Statement” (MG14/Windabout Announcement) and is available to view at https://www.codaminerals.com/investors/coda_announcement_resource-and-reserve-statement-2020_typeset/. The MG14/Windabout Announcement was prepared in accordance with the JORC Code by Tim Callaghan, who is self-employed, a Member of the Australian Institute of Mining and Metallurgy, has a minimum of five years’ experience in the estimation and assessment and evaluation of Mineral Resources of this style and is the Competent Person as defined in the JORC Code. The MG14/Windabout Announcement accurately summarises and fairly reports his estimations and he has consented to the inclusion of the matters in this Prospectus based on his information in the form and context in which it appears. The Company confirms that it is not aware of any new information or data that materially affects the information included in the MG14/Windabout Announcement and that all material assumptions and technical parameters underpinning the estimates in the MG14/Windabout Announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the MG14/Windabout Announcement. Practitioner Consent – Independent Geologist’s Report. SRK Consulting (Australasia) Pty Ltd has given its written consent to being named as Independent Geologist in this Prospectus, the inclusion of the Independent Geologist’s Report in Annexure D of this Prospectus in the form and context in which the report is included and the inclusion of statements contained in Annexure D of this Prospectus in the form and context in which those statements are included. SRK Consulting (Australasia) Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC. Exploration results, Exploration Targets, Mineral Resources and Ore Reserves Exploration Results, Exploration Targets, Mineral Resources and Ore Reserve estimates contained in this Prospectus are stated in accordance with the JORC Code and are expressions of judgment based on knowledge, experience and industry practice. Although Exploration Results, Exploration Targets, Mineral Resources and Ore Reserve estimates contained in this Prospectus comply with the JORC Code, they may not comply with the relevant guidelines in other countries. 5 C ODA MINE R A L S L IMITE D ACN 625 763 957 PROSP E CTU S Disclaimer and forward looking statements Except as required by law, and only to the extent so required, neither Coda nor any other person guarantees the future performance of Coda, or any return on any investment made pursuant to this Prospectus. The information contained in reports of third parties includes assumptions, estimates and generalisations that Coda believes to be reliable, but Coda cannot warrant or guarantee the completeness of such information. No person is authorised to give any information or make any representation in connection with an Offer which is not contained in this Prospectus. Any information or representation not contained in the Prospectus may not be relied on as having been authorised by Coda or the Directors. This Prospectus contains forward looking statements which are identified by words such as “may”, “could”, “believes”, “estimates”, “expects”, “intends” and other similar words that involve risks and uncertainties. These forwardlooking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, and speak only as of the Prospectus Date. Many of these forward-looking statements are beyond the control of Coda and Coda does not undertake to publicly update or revise any forwardlooking statement. Unless specifically noted, statements made by, attributed to or based on statements by third parties have not been consented to for the purpose of section 716(2) of the Corporations Act and are included in this Prospectus by Coda on the basis of ASIC Corporations (Consents to Statements) Instrument 2016/72 relief from the Corporations Act for statements used from books, journals or comparable publications. Jurisdictional restrictions This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of Shares, in any jurisdiction outside Australia. The distribution of this Prospectus (including in electronic form) outside Australia may be restricted by law and persons who come into possession of this Prospectus outside Australia should seek advice and observe any such restrictions. This Prospectus does not constitute an offer or invitation in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or invitation. Residents of the United States of America Neither this Prospectus nor the Shares offered by it have been, nor will they be, registered under the US Securities Act of 1993 as amended (US Securities Act), and may not be offered, sold or resold: • in the United States of America or to, or for the account or benefit of US Persons (as defined in Rule 902 under the US Securities Act) except in a transaction exempt from the registration requirements of the US Securities Act and applicable United States state securities laws; and • outside the United States of America, except to non-US persons in offshore transactions in compliance with Regulation S under the US Securities Act. Residents of the United Kingdom The content of this Prospectus has not been approved as a financial promotion for the purposes of section 21 of the Financial Services and Markets Act 2000 of the UK. If you are considering engaging in any investment activity, you should seek appropriate independent financial advice and make your own assessment. It is emphasised that this Prospectus is being provided to you in reliance upon your acknowledgement and acceptance that this Prospectus is being made to and directed solely at persons in the UK who are reasonably believed to be of a kind described in Article 19(5) (‘Persons having professional experience in matters relating to investment’), Article 48 (‘Certified high net worth individuals’), Article 49(2)(a)-(d) (‘High net worth companies, unincorporated associations, etc’), Article 50(1) (‘Sophisticated Investors’), or Article 50A (‘Self-certified sophisticated investors’) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), and persons who are otherwise permitted by law to receive it (collectively, Relevant Persons). This Prospectus must not be acted upon or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Prospectus relates is available only to Relevant Persons and will only be engaged in with such persons. Any recipient of this Prospectus who is not a Relevant Person should return it to Coda immediately and not take any other action. Residents of Singapore This Prospectus has not been registered with the Monetary Authority of Singapore. This Prospectus and any other materials in connection with the offer or sale, solicitation or invitation for subscription, or purchase of Shares may not be circulated or distributed, nor may the Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore, other than to the following (each an Exempt Investor): • to an ‘institutional investor’ under section 274 of the Securities and Futures Act, Chapter 289 of Singapore (SFA); • to a ‘relevant person’ pursuant to section 275(1) of the SFA, or any person pursuant to section 275(1A) of the SFA, and, in each case, in accordance with the conditions specified in section 275 of the SFA; or • otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. 6 C ODA MINER A L S L IMITE D ACN 625 763 957 PROSPE CTU S Where Shares are subscribed for or purchased, and if you are an Exempt Investor, you are subject to restrictions on transferability and re-sale. The Shares may not be transferred or re-sold in Singapore, except as permitted under the SFA. By accepting this Prospectus, you agree to be bound by the disclaimers, limitations and restrictions described herein. This Prospectus is distributed in connection with an offer of Shares in Singapore that will not be issued to any person other than a person to whom this Prospectus is sent with the consent of Coda. A person receiving a copy of this document in Singapore may not treat the same as constituting an invitation to that person unless such an invitation could lawfully be made to them without compliance with any registration or legal requirements, or where such registration or legal requirements have been complied with. Residents of Hong Kong WARNING: The contents of this Prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Offer. If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professional advice. This Prospectus has not been registered in Hong Kong and it has not been approved by the Securities and Futures Commission of Hong Kong under the Securities and Futures Ordinance (Chapter 571) of Hong Kong (SFO). This Prospectus and any other materials in connection with the offer or sale, solicitation or invitation for subscription, or purchase of Shares may not be circulated or distributed, nor may the Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Hong Kong, other than to the following: • to a ‘professional investor’ under the SFO; • in circumstances which will not result in the Prospectus constituting a ‘prospectus’ under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. By accepting this Prospectus, you agree to be bound by the disclaimers, limitations and restrictions described herein. Electronic Prospectus An electronic version of this Prospectus is available online at www.codaminerals.com. The Offer constituted by this Prospectus in electronic form is available only to Australian residents accessing the website and receiving this Prospectus in electronic form within Australia. Persons who access the Prospectus in electronic form should ensure that they download and read the entire Prospectus. Persons having received a copy of this Prospectus in its electronic form may, during the Offer Period, obtain a paper copy of this Prospectus (free of charge within Australia) by contacting Coda at its registered office during normal business hours. No internet site is part of this Prospectus The content of Coda’s website does not form part of this Prospectus. Any reference in this Prospectus to a website or a document included on a website is a textual reference for information and convenience only and none of those documents or websites are incorporated by reference. Glossary, Financial Amounts and Time Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary of this Prospectus. All references to currency are to Australian dollars, unless otherwise stated. All references to time are to the time in Perth, Australia, unless otherwise indicated. Financial information Section 6 sets out in detail the financial information referred to in this Prospectus and the basis of preparation of that financial information. The Financial Information is presented on both an actual and pro forma basis and has been prepared and presented in accordance with the recognition and measurement principles of Australian Accounting Standards (including the Australian Accounting Interpretations) issued by the Australian Accounting Standards Board, which are consistent with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board (IFRS). The Financial Information is presented in an abbreviated form insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act. Unless otherwise stated or implied, all pro forma data in this Prospectus gives effect to the pro forma adjustments referred to in Section 6. 7 C ODA MINE R A L S L IMITE D ACN 625 763 957 PROSP E CTU S Readers should be aware that certain financial data included in this Prospectus is ‘non-IFRS financial information’ under Regulatory Guide 230 ‘Disclosing non-IFRS financial information’, published by ASIC. Coda believes this nonIFRS financial information provides useful information to users in measuring the financial performance and conditions of Coda. The non-IFRS financial measures do not have standardised meanings prescribed by Australian Accounting Standards and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Readers are cautioned, therefore, not to place undue reliance on any non-IFRS financial information or ratio included in this Prospectus. Non-financial data is as at the Prospectus Date, unless otherwise stated. Statements of past performance This Prospectus includes information regarding the past performance and activities of Coda. Investors should be aware that past performance is not indicative of future performance. Proximate projects Section 3 contains references to other parties and projects either nearby or proximate to Elizabeth Creek and includes references to topographical or geological similarities. It is important to note that such references do not in any way guarantee that Coda will have any success at all or similar successes at Elizabeth Creek. Privacy If you apply for Shares you will provide personal information to Coda and the Share Registry. Coda and the Share Registry will collect, hold and use your personal information in order to assess your Application, service your needs as an investor, provide facilities and services that you request and carry out appropriate administration. If you do not provide the information requested, your Application may not be able to be processed efficiently, or at all. The Corporations Act requires Coda to include information about its Shareholders (including name, address and details of the Shares held) in its public Share Register. Your personal information may also be provided to Coda’s agents and service providers on the basis that they deal with such information in accordance with Coda’s privacy policy and as authorised (or would be authorised) under the Privacy Act 1988 (Cth). Coda’s agents and service providers may be located outside Australia where your personal information may not receive the same level of protection as that afforded under Australian law. The types of agents and service providers that may be provided with your personal information and the circumstances in which your personal information may be shared are: the Share Registry for ongoing administration of the Share Register; the Lead Manager in order to assess your Application; printers and other companies for the purpose of preparation and distribution of statements and for handling mail; market research companies for the purpose of analysing Coda’s Shareholder base and for product development and planning; and legal and accounting firms, auditors, contractors, consultants and other advisers for the purpose of administering, and advising on, the Shares for associated actions. Your personal information may also be used from time to time to inform you about other products and services offered by Coda which it considers may be of interest to you. You may request access to your personal information held by (or on behalf of) Coda. You may be required to pay a reasonable charge to the Share Registry in order to access your personal information. You can request access to your personal information by writing to or telephoning the Share Registry using the details set out in the Directory. If any of your information is not correct or has changed, please contact the Share Registry or Coda to update your information in accordance with the requirements of the Corporations Act, information on the Share Register will be accessible to members of the public. Use of trademarks All trademarks, tradenames and service marks appearing in this Prospectus are the property of their respective owners. Photographs and diagrams Photographs and diagrams used in this Prospectus that do not have descriptions are for illustration only and should not be interpreted to mean that any person shown in them endorses this Prospectus or its contents or that the assets shown in them are owned by Coda. Diagrams and maps used in this Prospectus are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs, tables and figures is based on information available at the Prospectus Date. 8 C ODA MINER A L S L IMITE D ACN 625 763 957 PROSPE CTU S No cooling-off rights Cooling-off rights do not apply to an investment in New Shares issued under this Prospectus. This means that, in most circumstances, you cannot withdraw your Application once it has been accepted. Enquiries If you require assistance to complete an Application for New Shares under this Prospectus, require additional copies of this Prospectus, have any questions in relation to the Offer, please contact the Company at (08) 6270 6331 or at info@codaminerals.com. If you are uncertain as to whether accepting the Offer is a suitable investment for you, you should seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest in Coda. This Prospectus is important and you should read it in full. 9 C ODA MINE R A L S L IMITE D ACN 625 763 957 PROSP E CTU S Key information on the Offer The below key information is a summary only and is not intended to provide complete information about Coda, the Offer or the New Shares. This Section should be read in conjunction with the information contained in the balance of this Prospectus. Key details of the Offer Price per share under the Offer $0.30 per New Share Total Shares offered under the Offer A minimum of 16,666,667 up to a maximum of 21,666,667 Cash proceeds of the Offer (before costs) A minimum of $5,000,000 up to a maximum of $6,500,000 Indicative Timetable Lodge Prospectus with ASIC and post on website 4 September 2020 Expiry of Exposure Period 11 September 2020 (unless extended) Opening Date of the Offer 11 September 2020 Closing Date of the Offer 2 October 2020 Issue of New Share under the Offer 7 October 2020 Dispatch of Holding Statements 8 October 2020 Shares commencing trading on ASX 12 October 2020 Note: This timetable is indicative only and is subject to change. Investors are encouraged to submit their Applications as early as possible as the Offer may close early. Coda, in consultation with the Lead Manager, reserves the right, subject to the Corporations Act and all other applicable laws and regulations, to vary the dates in this timetable without prior notice, including to extend the Closing Date, or to accept late Applications, or to delay or withdraw the Offer. If the Offer is withdrawn, all Application Moneys for New Shares which have not been issued will be refunded (without interest) as soon as practicable. Key investment risks Nature of mineral exploration, development and mining The business of mineral exploration, development and production is subject to risk by its nature. Potential investors should understand that mineral exploration, development and mining (the activities undertaken or intended to be undertaken by Coda) are high-risk enterprises, only occasionally providing high rewards. Mineral exploration and development requires large amounts of expenditure over extended periods of time and may be impeded by circumstances and factors beyond Coda’s control. Exploration Targets Coda has identified an Exploration Target at its Emmie Bluff prospect. The Company notes that the potential quantity and grade of the Exploration Target is conceptual in nature, and that there has been insufficient exploration to estimate a Mineral Resource. It is uncertain whether further exploration will result in the estimation of a Mineral Resource. Agents and contractors The ability of Coda to achieve its business objectives will depend on the performance by Coda and counterparties of their contractual obligations (including the performance by Coda and Terrace Mining of their respective obligation