Gold: $1968/oz

TSX-V: TRE - Last Price: $0.15

ASX: TRE - Last Price: $0.17

Corporate Governance

Toubani Resources recognizes its responsibility to adhere to the highest standards of corporate governance and is committed to creating sustainable long-term value for all stakeholders. The Company has established corporate governance policies that describe our commitments and provide guidance for operating our business. We review our corporate governance practices regularly to ensure that we act in the best interest of our stakeholders, comply with applicable laws and regulations, and quickly adapt to changes in our regulatory environment.

	Audit and Risk Committee	Remuneration and Nomination Committee
Jan-Erik Back
Doug Jendry
Tim Kestell
Chairperson Director

Anti-Bribery and Anti-Corruption Policy Audit and Risk Committee Charter Board Charter Code of Conduct Continuous Disclosure Policy Diversity Policy Environment, Social and Governance Policy Remuneration and Nomination Committee Securities Trading Policy Shareholder Communications Policy Whistleblower Policy Risk Management Policy

Prospectus

Notice to prospective investors

The Offer

Toubani Resources Inc. (ARBN 661 082 435) (Company) lodged a prospectus with the Australian Securities and Investments Commission (ASIC) on 12 September 2022 (Prospectus) for, among other things, the offer of CHESS Depositary Interests (CDIs) (each of which represents the beneficial interest in a fully paid common share in the capital of the Company) to be issued at an issue price of A$0.20 each (Offer).

The Offer is subject to a minimum subscription as described in the Prospectus. No shares will be issued on the basis of the Prospectus after the expiry date, being 13 months after the date of the Prospectus. The Company will apply to the Australian Securities Exchange (ASX) for admission to the official list of ASX and quotation of the shares on ASX within seven days of the date of the 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 paper form of the Prospectus is available electronically through this website.

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 CDIs and some of the key risks are details 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 CDIs. 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 will be given access to the electronic Prospectus.

Exposure Period

The Corporations Act 2001 (Cth) (Corporations Act) prohibits the Company from processing applications for CDIs 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 19 September 2022 and is expected to close on 10 October 2022. The Company may vary these dates without notice.

Applications

The Corporations Act prohibits any person from passing on to another person the 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, including for greater certainty the United States and Canada. 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, Canada 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 CDIs 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 CDIs 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 CDIs will be quoted on the ASX. The Company, the Share Registry, the Lead Manager and the Co-Lead Manager disclaim all liability, whether in negligence or otherwise, to persons who trade CDIs 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 Company without delay on +1(300) 288 664 or via email at [email protected].

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:

you are a resident of Australia accessing this website from within Australia;
you are 18 years of age or over;
you are not a resident of the United States or Canada nor currently located in the United States or Canada;
you are not acting for the account nor benefit of a person in the United States or Canada or any other foreign person who is not a resident of Australia;
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, Canada or in any other place in which, or to any other person to whom, it would be unlawful to do so (Ineligible Persons); and
you are not acting as a nominee for, or otherwise for the account or benefit of, any Ineligible Persons.