Important Information - Terms and conditions

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

Lodgement of OIS with ASIC

The OIS (OIS) relates to a proposed pro rata offer of fully paid ordinary shares (Shares) in Ricca Resources Limited ACN 617 729 521 (Ricca or Company) on the basis of 1 new Share at an issue price of $0.05 per new Share for every 3 shares held in Ricca by eligible shareholders on the record date (being 15 May 2023) (Eligible Shareholder).  The OIS is dated 9 May 2023 and has been lodged with the Australian Securities and Investments Commission (ASIC) on that date.  Neither ASIC nor any of their respective officers, take any responsibility for the contents of the OIS or the merits of the investment to which the OIS relates.

Applications for Shares

The Corporations Act 2001 (Cth) prohibits the Company from processing an application form for securities under the OIS in the seven-day period after the date of lodgement of the OIS with ASIC (Exposure Period).  This period may be extended by ASIC for a further period of up to seven days.  Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period.  No preference will be conferred on any application received during the Exposure Period.

Please read the OIS for details on how to apply for Shares under the OIS.  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.

Electronic OIS

Persons who access the electronic version of the OIS should ensure that they download and read the entire OIS.

The Corporations Act prohibits any person passing onto another person an application form unless it is attached to a hard copy of the OIS or it accompanies the complete and unaltered version of the OIS.  Any person may obtain a hard copy of the OIS free of charge by contacting the Company.  If you have received the OIS as an electronic OIS, please ensure that you have received the entire OIS 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 OIS or both can be sent to you free of charge.

No Advice

Nothing contained on this website or in the OIS constitutes investment, legal, business, tax or other advice.  In particular, the information on this website and in the OIS 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 investment, legal, business or tax advice.

Warning

The distribution of the OIS outside of Australia may be restricted by law.  The OIS is not intended to, and does not, constitute an offer of securities in any jurisdiction in which it would be unlawful to do so.  New securities may not be offered or sold in any country outside Australia except to the extent permitted in the OIS.

The new securities may only be offered to those Eligible Shareholders with registered addresses in Australia, the United Kingdom, Isle of Man, Ivory Coast, Channel Islands and Ireland (each an Eligible Country) or other investors identified and selected by the Company.

The Company has not made any investigations as to the regulatory requirements that may prevail in countries, outside of an Eligible Country in which Eligible Shareholders may reside.  The distribution of this OIS in jurisdictions outside an Eligible Country may be restricted by law and persons who come into possession of this OIS should seek advice on and observe those restrictions.  Any failure to comply with restrictions might constitute a violation of applicable securities laws.

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

The OIS does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The OIS may not be distributed or released in the United States. The Shares referred to in the OIS have not been, and will not be, registered under the U.S. Securities Act of 1933 (US Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Shares may not be offered and sold, directly or indirectly, in the United States or to any person that is acting for the account or benefit of a person in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable securities laws of any state or other jurisdiction of the United States.