On behalf of the Directors of Cosmo Gold Limited (ACN 636 743 649) (Cosmo Gold or Company), it gives me great pleasure
to invite you to become a shareholder of the Company.
The Company was incorporated as a wholly-owned subsidiary of 3D Resources Limited (ASX:DDD) (DDD) in October 2019,
with a view to becoming the holder of the Cosmo Newbery Project. The Company now holds the Cosmo Newbery Project
located around the Cosmo Newbery aboriginal community approximately 90km north-east of Laverton in Western Australia
(Project). The Project comprises five exploration licences and four exploration licence applications (Tenements). Due mainly
to access restrictions, and with the exception of restricted reconnaissance in 2017, the Tenements have been unexplored
since 2002. In December 2020, Cosmo Gold entered into the required YTAC Access Agreement with the Yilka Talintji Aboriginal
Corporation in respect of approximately 87% of the land comprising the Project. The Company has also negotiated and signed
a Heritage Agreement with the Waturta Native Title Claims Group (Waturta) in respect of land comprising the remaining
13% of the Project, and is awaiting execution by Waturta. Following issue of the required Mining Entity Permits these
agreements will allow ground-based exploration work on the Tenements.
Under this Prospectus, Cosmo Gold is seeking to raise a minimum of $5 million and up to $6 million (before costs) by the
issue of a minimum of 25 million fully paid ordinary shares in the Company (Shares) and up to 30 million Shares at the Offer
Price of $0.20 per Share by way of an initial public offering (Offer). Successful Applicants will also be issued a free attaching
Option exercisable at $0.25 and expiring 29 February 2024 (Attaching Option) for every two Shares issued under the Offer.
The Offer also incorporates an offer of up to 10 million Shares to Eligible DDD Shareholders to subscribe for further Shares
in addition to the Shares that they will receive under the In-specie Distribution (as defined below) and spin out of Cosmo Gold
from DDD (Priority Offer). Cosmo Gold intends that each such Eligible DDD Shareholder will receive a minimum of $2,000
worth of Shares at the Offer Price of $0.20 per Share applied for under the Priority Offer.
On 21 December 2020, DDD obtained shareholder approval for DDD to distribute the Shares it holds in the Company in-specie
to eligible shareholders of DDD (In-specie Distribution). DDD proposes to undertake the In-specie Distribution on 18 March 2021,
which will result in the Eligible DDD Shareholders directly holding the Shares previously held by DDD.
This Prospectus is issued, in part, for the purpose of supporting the Company’s application for admission to the Official List
of the Australian Securities Exchange (ASX). The Company believes that quotation on the ASX will provide a platform for growth
and an ability to increase both efficiencies and potentially production and will position the Company to benefit from the
stronger gold and other commodity prices.
I lead an experienced, well-balanced Board and exploration team who have extensive skills in resource development.
Cosmo Gold is also exposed to company-specific, industry-specific and general investment risks. Please refer to Section 8
(Risk Factors) for further information about the risks inherent to the investment.
I look forward to you joining the Company as a shareholder and participating in the exciting future ahead for the Company.
Before making an investment decision, I urge you to read this Prospectus in its entirety and seek professional advice if required.
Cosmo Gold Limited