eb7c845c-1aa0-4693-b9cc-41bb9e84b198.pdf
ABN 52 077 110 304
Retail Offer Booklet
Accelerated non-renounceable rights issue
For an accelerated non-renounceable rights issue of 4 New Shares for every 9 fully paid ordinary shares in Tiger Resources held at 7:00pm (Sydney time) on Monday, 21 December 2015 at an offer price of $0.047 per New Share.
Retail Entitlement Offer closes at 7:00pm (Sydney time) on Friday, 8 January 2016 (unless extended).
Tiger Resources Limited
ABN 52 077 110 304 (ASX Code: TGS)
THIS RETAIL OFFER BOOKLET IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Retail Offer Booklet is not a prospectus or other form of disclosure document. Accordingly, it does not contain all of the information that an investor may require to make an investment decision or the information which would otherwise be required by Australian law or any other law to be disclosed in a prospectus.
If you are an Eligible Retail Shareholder you should read this document in its entirety together with the personalised Entitlement and Acceptance Form which accompanies it. If you are in doubt about what to do, you should consult your professional adviser without delay.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Important Notices
This Retail Offer Booklet was prepared by Tiger Resources Limited ABN 52 077 110 304 (Tiger or Company) and is dated 18 December
2015.
This Retail Offer Booklet is not a prospectus
This Retail Offer Booklet contains an offer of New Shares to Eligible Retail Shareholders and has been prepared in reliance on section 708AA of the Corporations Act (as modified by ASIC Class Order 08/35) which allows rights issues to be conducted without a prospectus. This document is not a prospectus and does not contain all of the information which would be found in a prospectus, or which may be required by an investor in order to make a decision in respect of the Retail Entitlement Offer. This document has not been lodged with ASIC.
This is an important document and requires your immediate attention
It is important that you carefully read this Retail Offer Booklet in its entirety before making a decision in relation to the Retail Entitlement Offer.
In particular, you should consider the risk factors outlined in Appendix III of the Investor Presentation set out in section 3 of this Retail Offer Booklet which could affect the financial and operating performance of Tiger or the value of your investment in Tiger.
Investment decisions
The information in this Retail Offer Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs. If after reading this document, you have any questions about the Retail Entitlement Offer, you should contact your stockbroker, accountant or other professional adviser.
The potential tax effects of the Retail Entitlement Offer will vary between investors. Investors should satisfy themselves of any possible tax consequences by consulting their professional tax advisor.
Publically available information
Announcements released by Tiger in accordance with its periodic and continuous disclosure obligations under the Corporations Act and ASX Listing Rules are available from the ASX website (at www.asx.com.au - Tiger ASX Code: TGS) and Tiger's website (at www.tigerresources.com.au). Although these announcements are not incorporated into this Retail Offer Booklet, investors should have regard to them before making a decision whether or not to participate in the Retail Entitlement Offer, or to otherwise invest in the Company.
Tiger may release further announcements after the date of this Retail Offer Booklet and throughout the Offer Period which may be relevant to your consideration of the Retail Entitlement Offer. Investors should check whether any further announcements have been released by Tiger after the date of this Retail Offer Booklet prior to taking action or deciding to do nothing in relation to the Offer. These announcements will be available from the ASX website (at www.asx.com.au - Tiger ASX Code: TGS) and Tiger's website (at www.tigerresources.com.au).
Forward-looking statements
This Retail Offer Booklet may contain forward-looking statements. Forward-looking statements may generally be identified by the use of forward-looking words such as "believe", "aim", "expect", "anticipate", "intending", "foreseeing", "likely", "should", "planned", "may", "estimate", "potential", or other similar words. Statements that describe Tiger's objectives, plans, goals or expectations are or may be forward-looking statements.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that may cause the actual results, performance or achievements of Tiger to be materially different from the results, performance or achievements expressed or implied by such statements.
Any forward-looking statements in this Retail Offer Booklet are made, and reflect views held, only as at the date of this Retail Offer Booklet. Tiger makes no representation and gives no assurance or guarantee
that the occurrence of the events or the achievement of results expressed or implied in such statements will actually occur. You are cautioned not to place undue reliance on any forward-looking statement, and all forward-looking statements attributable to Tiger or any person acting on its behalf are qualified by this cautionary statement. Except to the extent required by law (including the ASX Listing Rules), Tiger does not give any undertaking to update or revise any forward looking statements after the date of the Retail Offer Booklet to reflect any changes in expectations in relation to forward looking statements or any change in events, conditions or circumstances on which any such statement is based.
Past performance
Investors should note that past performance, including past share price performance cannot be relied on as an indicator of, and provides no guidance as to, future Company performance, including future share price performance.
Foreign jurisdictions
This Retail Offer Booklet has been prepared to comply with the requirements of securities laws in Australia and New Zealand.
This Retail Offer Booklet does not, and is not intended to, constitute an offer, invitation or issue in any place in which, or to any person to whom, it would be unlawful to make such an offer, invitation or issue. By applying for New Shares, including by submitting the Entitlement and Acceptance Form or making a payment by BPAY® you represent and warrant that there has been no breach of such laws.
The distribution of this Retail Offer Booklet outside of Australia and New Zealand may be restricted by law and persons who come into possession of it should seek advice and observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws. Tiger disclaims all liabilities to such persons. Eligible Retail Shareholders who are not resident in Australia or New Zealand are responsible for ensuring that taking up New Shares under the Retail Entitlement Offer does not breach the selling restrictions set out in this Retail Offer Booklet or otherwise violate the securities laws in the relevant overseas jurisdictions.
No action has been taken to register or qualify this Retail Offer Booklet, the New Shares or the Retail Entitlement Offer, or otherwise to permit a public offering of the New Shares, in any jurisdiction outside Australia and New Zealand.
United States
This document may not be released or distributed in the United States of America. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.
New Zealand
The New Shares being offered to Eligible Retail Shareholders in New Zealand under this Retail Offer Booklet are offered in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand). This Retail Offer Booklet is not an investment statement or prospectus under New Zealand law and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.
Singapore
The offer of the New Shares to be issued from time to time by the Company is made only to and directed at, and the New Shares are only available to, persons who are existing holders of the shares previously issued by the Company ("Existing Shares").
This document has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other materials in connection with the offer or sale, solicitation or invitation for subscription or purchase, of New Shares may not be circulated or distributed, nor may the New 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 (i) to holders of Existing Shares; or (ii) pursuant to, and in accordance with the conditions of an exemption under Subdivision (4), Division I of Part
XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"); or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
This document is being furnished to you on a confidential basis and solely for your information and may not be reproduced, disclosed or distributed to any other person. By accepting this document, you (i) represent and warrant that you are either a holder of Existing Shares or a person falling within the ambit of Subdivision (4), Division I of Part XIII of the SFA; and (ii) agree to be bound by the disclaimers, limitations and restrictions described herein.
Where New Shares are subscribed or purchased, they are subject to restrictions on transferability and resale, and such New Shares may not be transferred or resold in Singapore except as permitted under the SFA.
This document and such other materials are made available to the recipients thereof solely on the basis that they are persons falling within the ambit of Subdivision (4), Division I of Part XIII of the SFA and may not be relied upon by any person other than persons to whom the New Shares are sold or with whom they are placed or for any other purpose. Recipients of this document shall not reissue, circulate or distribute this document or any part thereof in any manner whatsoever.
Accordingly, Tiger Resources has not offered or sold the New Shares or caused the New Shares to be made the subject of an invitation for subscription or purchase, nor shall it offer or sell the New Shares or cause the New Shares to be made the subject of an invitation for subscription or purchase, nor has it circulated or distributed nor shall it circulate or distribute this or any other document or material in connection with the offer or sale or invitation for subscription or purchase, of the New Shares, whether directly or indirectly, to persons in Singapore other than pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Time
Times and dates in this Retail Offer Booklet are indicative only and subject to change. Unless otherwise indicated, all times and dates refer to Sydney, Australia time.
Defined terms and abbreviations
Terms and abbreviations used in this Retail Offer Booklet are defined in section 5 of this Retail Offer Booklet.
Corporate Directory Contents
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Company
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Tiger Resources Limited Registered office: 1/1152 Hay Street
West Perth, Western Australia Australia 6005
Telephone: +61 8 6188 2000
Website: www.tigerresources.com.au
ASX Code: TGS
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Directors
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Mr Neil Fearis (Chairman)
Mr Michael Griffiths (Interim Chief Executive Officer) Mr Stephen Hills (Finance Director)
Mr David Constable (Non-Executive Director)
Mr Mark Connelly (Non-Executive Director)
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Company Secretary
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Mr Susmit Shah
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Lead Manager
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UBS AG, Australia Branch
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Solicitors
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Norton Rose Fulbright Australia
Level 15, 485 Bourke Street, Melbourne, Victoria 3000, Australia
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Share Registry
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Computershare Investor Services Pty Limited
Address: Yarra Falls, 452 Johnston Street,
Abbotsford VIC 3067
Telephone: 1300 850 505
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Key Entitlement Offer Details
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Details of the Entitlement Offer
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How to apply
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Investor Presentation
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Additional information
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Definitions
Enquiries
If you have any queries in relation to the Retail Entitlement Offer please contact Susmit Shah on +61 8 6188 2000 from 9:00am to 5:00pm (Perth time) Monday to Friday or visit Tiger's website (at www.tigerresources.com.au), or contact your stockbroker, accountant or other professional adviser.
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