Prospectus
 

ASSEMBLEBAY Limited (TO BE RENAMED SCANDIVANADIUM LTD) – prospectus AND SUPPLEMENTARY PROSPECTUS


This website contains offer documents for an offer by AssembleBay Limited (to be renamed ScandiVanadium Ltd) (Company) of 92,592,593 Shares at an issue price of $0.027 each to raise $2,500,000 (before costs) (Public Offer). Oversubscriptions of up to a further 18,518,518 Shares at an issue price of $0.027 each to raise a further $500,000 (before costs) may be accepted under the Public Offer.

The offer documents also contain:

  1. an offer of 56,250,000 Shares and 112,500,000 Performance Shares to the Vendors (or their nominee/s) in consideration for the acquisition of all of the issued capital of ScandiVanadium (Vendor Offer);
  2. an offer of 6,018,519 Shares to the ScandiVanadium Noteholders (or their nominee/s) in satisfaction of the ScandiVanadium Note Debt (Convertible Noteholder Share Offer);
  3. an offer of 47,500,000 Management Options to Management (or their nominee/s) (Management Offer); and
  4. an offer of 12,500,000 Options to the Advisers (or their nominees) for assisting the Company in raising capital under the Public Offer (Adviser Offer),

which, together with the Public Offer, are the Offers.

The offer documents comprise a prospectus is dated 17 September 2018 and supplementary prospectus dated 1 October 2018, which should be read in conjunction with the prospectus (together, the Prospectus). The expiry date of the Prospectus is the date that is 13 months from the date of the Prospectus.


IMPORTANT INFORMATION

These documents are important and should be read in their entirety. If you do not understand it you should consult your professional adviser without delay.

The paper form of the electronic Prospectus accessible through this website has been lodged with the Australian Securities and Investments Commission. An application for shares under the Public Offer can be made by either:

  • printing and completing the Public Offer Application Form attached to or accompanied by the electronic Prospectus; or
  • completing the Public Offer Application Form attached to or accompanied by a paper form of the Prospectus,

and then lodging the form and the application monies in accordance with the details set out in the Prospectus and the Public Offer Application Form.


WARNING

For legal reasons, the information and electronic Prospectus provided by this website is available to persons accessing this website from within AUSTRALIA ONLY. If you are accessing this website from anywhere outside Australia, please DO NOT download the electronic Prospectus accessible through this website.

This 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. It is the responsibility of any applicant outside Australia to ensure compliance with all laws of any country relevant to their applications, and any such applicant should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be issued any securities.

No action has been taken to register or qualify the shares or the Offers or otherwise to permit a public offering of the shares in any jurisdiction outside Australia.


I AGREE TO AND CONFIRM THE ABOVE