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BY DOWNLOADING, PRINTING OR VIEWING THE PROSPECTUS, YOU AGREE TO AND ACKNOWLEDGE READING THESE TERMS SET OUT BELOW

Important Notice

The Prospectus is an important document that should be read in its entirety. If you have any doubts as to how to deal with it, you should consult your legal, financial or other professional adviser. An investment in Securities offered under the Prospectus is highly speculative. By accessing the Prospectus (by clicking on the link below) you acknowledge that you have read and accept the terms set out in this notice.

Falcon Minerals Ltd (to be renamed Robo 3D Limited) (ACN 009 256 535) (Company) lodged the Prospectus on 18 November 2016 with the Australian Securities and Investment Commission (ASIC) for:

 (a) An offer of 40 million Shares at an issue price of $0.10 per Share (on a post-Consolidation basis) to raise a minimum of $4 million (before expenses of the offer), with the ability to take oversubscriptions of a further 20 million Shares, to raise a further $2 million, for a total raising of up to $6 million (Public Offer).

 (b) An offer of 98,488,030 Shares to the Albion 3D Vendors (Albion 3D Vendor Offer).

 (c) An offer of 43,629,264 Shares to the ROBO 3D Vendors (ROBO 3D Vendor Offer).

 (d) An offer of up to 4,899,902 Executive Performance Rights to Mr Ryan Legudi and Mr Tim Grice (Executive Offer).

 (e) An offer of up to 5,599,888 Founder Performance Rights to Mr Brandon Moreno and Mr Jacob Kabili (Founder Offer). 

 (f) An offer of up to 3,499,930 Employee Performance Rights to Employees of the Company and its Subsidiaries (Employee Offer). 

 (g) An offer of 13,999,720 Advisor Options to the Advisors (Advisor Offer),

(collectively, the Offers).

Neither ASIC, ASX 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. No Securities will be issued on the basis of the Prospectus later than 13 months after the date of the Prospectus.

CHANGE IN NATURE AND SCALE OF ACTIVITIES AND RE-COMPLIANCE WITH CHAPTERS 1 AND 2 OF THE LISTING RULES

As announced to ASX on 3 December 2015, the Company originally signed a binding term sheet with Albion 3D Investments Pty Ltd (Albion 3D), Oaktone, ACP, Ryan Legudi and Tim Grice for the acquisition of 100% of the issued capital of Albion 3D on a debt-free basis (Original Term Sheet). Albion 3D had been funding and, at the time, held the rights to acquire 51% of ROBO 3D, Inc. (ROBO 3D) pursuant to a Stock Purchase Agreement.

On 8 September 2016, the Company announced it had successfully renegotiated the Original Term Sheet with Albion 3D, Jacob Kabili and Braydon Moreno (the Founders of ROBO 3D), Oaktone, ACP, Ryan Legudi and Tim Grice (Revised Term Sheet). The Revised Term Sheet, replaced and superseded the Original Term Sheet, and provided the Company with a legally binding agreement to:

 (h) acquire 100% of the issued capital of Albion 3D on a debt free basis from the shareholders of Albion 3D (Albion 3D Vendors); and

 (i) acquire 100% of the issued capital of ROBO 3D (previously 51% under the Original Term Sheet) pursuant to the terms of the Stock Purchase Agreement and the Revised Term Sheet,

(the Acquisition).

Please refer to Section 3 of the Prospectus for information on Albion 3D and ROBO 3D, Inc. Please refer to Section 7.1 of the Prospectus for further details of the key terms and conditions on which the Acquisition is to be completed.

The Company's proposed acquisition of ROBO 3D (via the acquisition of 100% of the issued capital of Albion 3D) will involve a significant change in the nature and scale of the Company's activities which requires approval of Shareholders under Chapter 11 of the Listing Rules.  At the General Meeting to be held on 18 November 2016 (General Meeting) Shareholder approval will be sought for, amongst other things, the Acquisition and the change in the nature and scale of the Company's activities.

The Company must comply with ASX requirements to re-list on ASX, which include re-complying with Chapters 1 and 2 of the Listing Rules.  The Prospectus is issued to assist the Company to meet these requirements.  The Offers under the Prospectus are conditional on the satisfaction of certain conditions (including but not limited to the Company receiving the necessary shareholder approvals at the General Meeting).  Refer to Section 4.7 for further details.

The Company's Shares will continue to be suspended from trading on ASX from the date of the General Meeting referred to above and will not be reinstated until satisfaction of the Conditions of the Offers and ASX approving the Company's re-compliance with the admission requirements of Chapters 1 and 2 of the Listing Rules.  There is a risk that the Company may not be able to meet the requirements of ASX for re-quotation on ASX.  In the event that any conditions to the Offers are not satisfied or the Company does not receive conditional approval for re-quotation on ASX, then the Company will not proceed with the Offer and will repay all Application Monies received.

Disclaimer

No person is authorised to provide any information or make any representation in connection with the Offers which is not contained in the Prospectus.

No action has been taken to register or qualify the Securities, or the Offers, or otherwise permit a public offering of the Company’s Securities, in any jurisdiction outside Australia.

The Securities being offered pursuant to the Prospectus have not been registered under the United States Securities Act of 1933, as amended (US Securities Act) and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the US Securities Act and applicable United State securities laws. The Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful. In addition, any hedging transactions involving these securities may not be conducted unless in compliance with the US Securities Act.

The Company is not liable for any loss incurred from accessing or relying on this site, including but not limited to data corruption on download.

Exposure Period

In accordance with the Corporations Act, the Prospectus is subject to an exposure period of 7 days from the date of lodgement with ASIC. This period may be extended by ASIC for a further period of up to 7 days.  The purpose of the Exposure Period is to enable the 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 the 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 the 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.

Foreign jurisdictions

The 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. The distribution of the Prospectus (in electronic or hard copy form) in jurisdictions outside Australia may be restricted by law and persons who come into possession of the Prospectus should seek advice on and observe any such restrictions.

United States

The Prospectus has not been filed with, or reviewed by, the US Securities and Exchange Commission or any state securities authority and none of them has passed upon or endorsed the merits of the Offers or the accuracy, adequacy or completeness of the Prospectus.  Any representation to the contrary is a criminal offence.

The Securities to be issued pursuant to the Offers have not been, and will not be, registered under the US Securities Act 1933 or the securities laws of any US state or other jurisdiction.  The Offers are not being made in any US state or other jurisdiction where it is not legally permitted to do so.

US shareholders of ROBO 3D and Albion 3D should note that the Offers are made for the securities of an Australian company in accordance with the laws of Australia and the listing rules of the Australian Securities Exchange.  The Offers are subject to disclosure requirements of Australia that are different from those of the United States.  

It may be difficult for you to enforce your rights and any claim you may have arising under US federal securities laws, since the Company is located in Australia and most of its officers and directors are residents of Australia. You may not be able to sue the Company or its officers or directors in Australia for violations of the US securities laws.  It may be difficult to compel the Company and its affiliates to subject themselves to a US court’s judgment. 

You should be aware that the Company may purchase securities otherwise than under the Offers, such as in privately negotiated purchases.

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.

Any failure to comply with such restrictions may constitute a violation of applicable securities laws. 

Forward looking statements

The Prospectus contains forward-looking statements which are identified by words such as ‘could’, ‘believes’, ‘may’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of the Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, and its Directors and management.

Enquiries

If you have any questions, please contact the Company on +61 (8) 9382 1596 at any time between 9.00am and 5.00pm (WST time) Monday to Friday until the Closing Date.  Alternatively, consult your  legal, financial or other professional adviser.


I have read and accept the conditions of this document (OFFER CLOSED 7 December 2016)