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Brazilian Rare Earths owns and operates a district scale Tier 1 Rare Earths Province, located in North Eastern Brazil.
BRE Prospectus
Notice to prospective investors
The Offer
Brazilian Rare Earths Limited (ACN 649 154 870) (BRE or Company) lodged a prospectus with the Australian Securities and Investments Commission on 13 November 2023 for the offer of fully paid ordinary shares in BRE (Shares) to be issued at an issue price of A$1.47 each (the Offer) (Prospectus).
Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.
Important information
The Prospectus is an important document that should be read in its entirety before deciding whether or not to participate in the Offer. There are risks associated with an investment in Shares and some of the key risks are set out in Section 3 of the Prospectus.
You should carefully consider these risks in light of your personal circumstances (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in Shares. There may also be risks in addition to these that should be considered, including in light of your personal circumstances.
Except as required by law, and only to the extent required, no person named in the Prospectus, nor any other person, warrants or guarantees the Company’s performance, the repayment of capital by the Company or any return on investment made pursuant to the Prospectus.
This notice does not form part of the Prospectus. You must read this notice before you attempt to access the electronic version of the Prospectus on this website and indicate your agreement at the bottom of this notice. If you agree to these conditions, you may be given access to the electronic Prospectus.
Exposure Period
The Corporations Act 2001 (Cth) (Corporations Act) prohibits the Company from processing applications for securities under the Prospectus (Applications) in the seven-day period after the date of lodgement of the Prospectus with ASIC (Exposure Period). This period may be extended by ASIC for a further period of up to seven days. The purpose of the Exposure Period is to enable the Prospectus to be examined by ASIC and market participants prior to the raising of funds under the Offer. The examination may result in the identification of deficiencies in the Prospectus, in which case any Application may need to be dealt with in accordance with section 724 of the Corporations Act. 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 Applications received during the Exposure Period.
Offer period
The Offer period commences on 18 November 2023 (unless the Exposure Period is extended) and is expected to close on 6 December 2023. BRE may vary these dates without notice.
Applications
The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by or attached to a complete and unaltered copy of the Prospectus. Refer to the Prospectus for details of the applications process in relation to the Offer.
Investors should seek advice
Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus, 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 the securities and terms of the offering, including the merits and risks involved. You should consult your professional advisers for legal, business or tax advice.
Applicants outside Australia
Access to the electronic version of the Prospectus is only available to persons residing in Australia from within Australia. The distribution of the Prospectus in jurisdictions outside of Australia may be restricted by law and persons in such jurisdictions who come into possession of the Prospectus should observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
The Prospectus does not, and is not intended to, constitute an offer or an invitation in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation or to issue the Prospectus. If you are accessing this site from anywhere outside Australia, do not download, print or view the Prospectus. By accessing the Prospectus, you acknowledge, represent, warrant, agree and confirm, among other things, that you are accessing this website from within Australia and that you are not a resident of, or located in, the United States or any other jurisdiction outside Australia.
You should ensure that any copy of the Prospectus you view or print is complete. To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus from this website, including, but not limited to, data corruption on download.
The Shares being offered pursuant to the Prospectus have not been, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act) or the securities laws of any state or other jurisdiction in the United States and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US 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, the Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful under applicable law.
Disclaimer
As set out in the Prospectus, it is proposed that the Shares will be quoted on the ASX. The Company, the Share Registry and the Lead Manager and Underwriter (each as defined in the Prospectus) disclaim all liability, whether in negligence or otherwise, to persons who trade Shares before receiving their holding statements.
Additional information
If you are concerned that you have received an incomplete or altered version of the Prospectus or that the Prospectus available on this website may have been tampered with, please contact the Offer Information Line without delay on +61 2 7208 8033 from 8:30am to 5:00pm (Sydney time) Monday to Friday (excluding public holidays).
Acknowledgement
The information on this website is provided for information purposes only and is subject to change without notice. Nothing contained on this website or in the Prospectus constitutes investment, legal, business, taxation or other advice. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.
By clicking the ‘Accept and download Prospectus’ button below and accessing the Prospectus on this website, you acknowledge that you have read and accept the terms set out in this notice and represent, warrant and agree that:
1. you are a resident of Australia accessing this website from within Australia;
2. you are 18 years of age or over;
3. you are not a resident of the United States nor currently located in the United States (nor any other jurisdiction outside Australia);
4. you are not acting for the account nor benefit of a person in the United States or any other person outside of Australia;
5. you will not make a copy of the Prospectus available to, or release or distribute a copy of the Prospectus to, or for the account or benefit of, any person in the United States or in any other place in which, or to any other person to whom, it would be unlawful to do so (Ineligible Persons); and
6. you are not acting as a nominee for, or otherwise for the account or benefit of, any Ineligible Persons.
By proceeding, you acknowledge and agree to the above notice.
United States
BRE Prospectus
Notice to prospective investors
The Offer
Brazilian Rare Earths Limited (ACN 649 154 870) (BRE or Company) lodged a prospectus with the Australian Securities and Investments Commission on [Prospectus Date] for the offer of fully paid ordinary shares in BRE (Shares) to be issued at an issue price of A$[insert] each (the Offer) (Prospectus).
Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.
Important information
The Prospectus is an important document that should be read in its entirety before deciding whether or not to participate in the Offer. There are risks associated with an investment in Shares and some of the key risks are set out in Sections [1] and [4] of the Prospectus.
You should carefully consider these risks in light of your personal circumstances (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in Shares. There may also be risks in addition to these that should be considered, including in light of your personal circumstances.
Except as required by law, and only to the extent required, no person named in the Prospectus, nor any other person, warrants or guarantees the Company’s performance, the repayment of capital by the Company or any return on investment made pursuant to the Prospectus.
This notice does not form part of the Prospectus. You must read this notice before you attempt to access the electronic version of the Prospectus on this website and indicate your agreement at the bottom of this notice. If you agree to these conditions, you may be given access to the electronic Prospectus.
Exposure Period
The Corporations Act 2001 (Cth) (Corporations Act) prohibits the Company from processing applications for securities under the Prospectus (Applications) in the seven-day period after the date of lodgement of the Prospectus with ASIC (Exposure Period). This period may be extended by ASIC for a further period of up to seven days. The purpose of the Exposure Period is to enable the Prospectus to be examined by ASIC and market participants prior to the raising of funds under the Offer. The examination may result in the identification of deficiencies in the Prospectus, in which case any Application may need to be dealt with in accordance with section 724 of the Corporations Act. 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 Applications received during the Exposure Period.
Offer period
The Offer period commences on [Opening Date] and is expected to close on [Closing Date]. BRE may vary these dates without notice.
Applications
The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by or attached to a complete and unaltered copy of the Prospectus. Refer to the Prospectus for details of the applications process in relation to the Offer.
Investors should seek advice
Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus, 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 the securities and terms of the offering, including the merits and risks involved. You should consult your professional advisers for legal, business or tax advice.
Applicants outside Australia [Rimon Law inputs to be obtained.]
Access to the electronic version of the Prospectus is only available to persons residing in Australia from within Australia. The distribution of the Prospectus in jurisdictions outside of Australia may be restricted by law and persons in such jurisdictions who come into possession of the Prospectus should observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
The Prospectus does not, and is not intended to, constitute an offer or an invitation in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation or to issue the Prospectus, including for greater certainty [the United States]. If you are accessing this site from anywhere outside Australia, do not download, print or view the Prospectus. By accessing the Prospectus, you acknowledge, represent, warrant, agree and confirm, among other things, that you are accessing this website from within Australia and that you are not a resident of, or located in, the United States or any other jurisdiction outside Australia[TG1] .
You should ensure that any copy of the Prospectus you view or print is complete. To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus from this website, including, but not limited to, data corruption on download.
[The Shares being offered pursuant to the Prospectus have not been, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act) or the securities laws of any state or other jurisdiction in the United States and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US 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, the Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful under applicable law.]
Disclaimer
As set out in the Prospectus, it is proposed that the Shares will be quoted on the ASX. The Company, the [Share Registry and the Lead Manager] (each as defined in the Prospectus) disclaim all liability, whether in negligence or otherwise, to persons who trade Shares before receiving their holding statements.
Additional information
If you are concerned that you have received an incomplete or altered version of the Prospectus or that the Prospectus available on this website may have been tampered with, please contact BRE without delay on [insert international phone number] or via email at [insert email address].
Acknowledgement
The information on this website is provided for information purposes only and is subject to change without notice. Nothing contained on this website or in the Prospectus constitutes investment, legal, business, taxation or other advice. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.
By clicking the ‘Accept and download Prospectus[TG2] ’ button below and accessing the Prospectus on this website, you acknowledge that you have read and accept the terms set out in this notice and represent, warrant and agree that:
1. you are a resident of Australia accessing this website from within Australia;
2. you are 18 years of age or over;
3. you are not a resident of the United States nor currently located in the United States (nor any other jurisdiction outside Australia);
4. you are not acting for the account nor benefit of a person in the United States or any other foreign person who is not a resident of Australia;
5. you will not make a copy of the Prospectus available to, or release or distribute a copy of the Prospectus to, or for the account or benefit of, any person in the United States or in any other place in which, or to any other person to whom, it would be unlawful to do so (Ineligible Persons);
6. you are not acting as a nominee for, or otherwise for the account or benefit of, any Ineligible Persons; and
7. [insert].
By proceeding, you acknowledge and agree to the above notice.
Notice to prospective investors
The Offer
Brazilian Rare Earths Limited (ACN 649 154 870) (BRE or Company) lodged a prospectus with the Australian Securities and Investments Commission on [Prospectus Date] for the offer of fully paid ordinary shares in BRE (Shares) to be issued at an issue price of A$[insert] each (the Offer) (Prospectus).
Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.
Important information
The Prospectus is an important document that should be read in its entirety before deciding whether or not to participate in the Offer. There are risks associated with an investment in Shares and some of the key risks are set out in Sections [1] and [4] of the Prospectus.
You should carefully consider these risks in light of your personal circumstances (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in Shares. There may also be risks in addition to these that should be considered, including in light of your personal circumstances.
Except as required by law, and only to the extent required, no person named in the Prospectus, nor any other person, warrants or guarantees the Company’s performance, the repayment of capital by the Company or any return on investment made pursuant to the Prospectus.
This notice does not form part of the Prospectus. You must read this notice before you attempt to access the electronic version of the Prospectus on this website and indicate your agreement at the bottom of this notice. If you agree to these conditions, you may be given access to the electronic Prospectus.
Exposure Period
The Corporations Act 2001 (Cth) (Corporations Act) prohibits the Company from processing applications for securities under the Prospectus (Applications) in the seven-day period after the date of lodgement of the Prospectus with ASIC (Exposure Period). This period may be extended by ASIC for a further period of up to seven days. The purpose of the Exposure Period is to enable the Prospectus to be examined by ASIC and market participants prior to the raising of funds under the Offer. The examination may result in the identification of deficiencies in the Prospectus, in which case any Application may need to be dealt with in accordance with section 724 of the Corporations Act. 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 Applications received during the Exposure Period.
Offer period
The Offer period commences on [Opening Date] and is expected to close on [Closing Date]. BRE may vary these dates without notice.
Applications
The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by or attached to a complete and unaltered copy of the Prospectus. Refer to the Prospectus for details of the applications process in relation to the Offer.
Investors should seek advice
Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus, 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 the securities and terms of the offering, including the merits and risks involved. You should consult your professional advisers for legal, business or tax advice.
Applicants outside Australia [Rimon Law inputs to be obtained.]
Access to the electronic version of the Prospectus is only available to persons residing in Australia from within Australia. The distribution of the Prospectus in jurisdictions outside of Australia may be restricted by law and persons in such jurisdictions who come into possession of the Prospectus should observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
The Prospectus does not, and is not intended to, constitute an offer or an invitation in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation or to issue the Prospectus, including for greater certainty [the United States]. If you are accessing this site from anywhere outside Australia, do not download, print or view the Prospectus. By accessing the Prospectus, you acknowledge, represent, warrant, agree and confirm, among other things, that you are accessing this website from within Australia and that you are not a resident of, or located in, the United States or any other jurisdiction outside Australia[TG1] .
You should ensure that any copy of the Prospectus you view or print is complete. To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus from this website, including, but not limited to, data corruption on download.
[The Shares being offered pursuant to the Prospectus have not been, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act) or the securities laws of any state or other jurisdiction in the United States and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US 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, the Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful under applicable law.]
Disclaimer
As set out in the Prospectus, it is proposed that the Shares will be quoted on the ASX. The Company, the [Share Registry and the Lead Manager] (each as defined in the Prospectus) disclaim all liability, whether in negligence or otherwise, to persons who trade Shares before receiving their holding statements.
Additional information
If you are concerned that you have received an incomplete or altered version of the Prospectus or that the Prospectus available on this website may have been tampered with, please contact BRE without delay on [insert international phone number] or via email at [insert email address].
Acknowledgement
The information on this website is provided for information purposes only and is subject to change without notice. Nothing contained on this website or in the Prospectus constitutes investment, legal, business, taxation or other advice. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.
By clicking the ‘Accept and download Prospectus[TG2] ’ button below and accessing the Prospectus on this website, you acknowledge that you have read and accept the terms set out in this notice and represent, warrant and agree that:
1. you are a resident of Australia accessing this website from within Australia;
2. you are 18 years of age or over;
3. you are not a resident of the United States nor currently located in the United States (nor any other jurisdiction outside Australia);
4. you are not acting for the account nor benefit of a person in the United States or any other foreign person who is not a resident of Australia;
5. you will not make a copy of the Prospectus available to, or release or distribute a copy of the Prospectus to, or for the account or benefit of, any person in the United States or in any other place in which, or to any other person to whom, it would be unlawful to do so (Ineligible Persons);
6. you are not acting as a nominee for, or otherwise for the account or benefit of, any Ineligible Persons; and
7. [insert].
By proceeding, you acknowledge and agree to the above notice.