On behalf of current and proposed directors, I am delighted to present this opportunity to you to become a shareholder or increase your
shareholding in the Company.
Tartana Resources Acquisition
On 8 December 2020 the directors of R3D Resources Limited (formerly R3D Global Limited) announced its intention to acquire up to
100% of the issued capital of Tartana Resources Limited. An Implementation Deed was signed on 3 December 2020 (as varied on 2 February
The Company’s new mission is to become a significant copper/gold explorer, developer and producer. The strategy involves the proposed
acquisition of Tartana Resources, a company which has aggregated a number of projects in the Chillagoe region in north Queensland.
These projects vary in maturity with most advanced being the Tartana mining leases which contain an existing heap leach – solvent extraction
– crystallisation plant being held in care and maintenance. Work has been progressing to restart this plant to provide future cash flow
through the sale of copper sulphate.
In contrast, Tartana has secured an agreement with Newcrest Mining Limited where it can acquire six tenements covering more than 1250
km2 and which Offer high risk – high reward targets under more recent cover sediments.
In between these extremes Tartana has the Bellevue/Dry River tenements which host more than 10 copper/gold targets requiring drill
testing and as well as the recent application over the OK Copper Mine which recorded small scale historical production of 80,000 tonnes
at 9.2% Cu but with mineralisation open in all directions. The Dimbulah Porphyry Copper Project is a tantalising project with many shallow
areas of mineralisation, but which will require careful geological assessment to define the target.
Tartana has also applied for two mining leases. The first covers the Mountain Maid gold deposit where Axiom Mining has previously
reported a JORC Code 2004 compliant Inferred gold Resource in December 2010. We have downgraded this resource to an Exploration
Target but nevertheless believe that with further drilling we will be able to upgrade and extend this Exploration Target to a JORC 2012
compliant resource. along with investigating heap leach processing options for project development. Nearby, the Cardross Copper/Gold
project is within a second mining lease application. Cardross previously recorded small scale historical production of 24,000 tonnes at 8.4%
Cu, 2.9 g/t Au and 113 g/t Ag (Axiom 2006) and while there has been a number of historical drilling programs testing the Cardross Shear,
a JORC Code 2012 compliant resource has not yet been estimated. Tartana is targeting the Cardross mineralisation as a potential plant feed
supporting the re-establishment of its Tartana operation, which is located only 35 km by road to the east.
In Tasmania, Tartana is seeking further permitting to export low grade zinc furnace slag/matte from its Zeehan stockpiles in western
Tasmania. This follows two successful 22,000 tonne shipments in September 2020 and November 2020 and we are in the process of
preparing a third trial shipment to South Korea.
Current and proposed directors believe that exposure to some exciting copper/gold and zinc projects will have significant potential to
deliver shareholder value.
The Company will issue 70,998,698 fully paid ordinary shares at $0.20 per share in the Company to the shareholders of Tartana Resources
at completion of the acquisition, along with 14,199,757attaching options exercisable at $0.40 per share within five years of the date of
completion of the acquisition.
We are undertaking the Offer in order to recapitalise the Company (and to allow reinstatement on the ASX).
The Company has changed its name to R3D Resources Limited, where R3D can be read as red (excuse the alliteration), the colour of copper,
a red metal. The incoming directors believe this better reflects the nature and strategic value of the operations of the Company going forward
and is consistent with the new direction of the Company.
Further details of the Implementation Deed, including conditions precedent to completion, are set out in section 7.1.
At completion of the Offer, the current owners of Tartana Resources may control up to 66.33% of the Company.
The Tartana Resources business will be the primary focus of the Company in the first instance and time will also be spent to review the
current PR/IR business of the Company to determine how maximum value can be extracted for the shareholders of the Company.
Consideration will also be given to other potential investment and business opportunities for the Company.
Key risks to the Company’s new business focus are detailed in section 4 they include the re-quotation of the Company’s Shares on ASX,
risks inherent to exploration and development, environmental risks, changes in general economic or political conditions, and the loss of key
No guarantee can be given in respect of the future earnings of the Company or the earnings and capital appreciation of the Company’s
projects. Investors should consider the risks detailed in section 4 carefully when assessing an investment in the Company.
R3D Resources and Tartana Resources Shareholders may participate in the Priority Offer described in section 2.14(b) of this
Prospectus, while all other investors are invited to participate in the Offer described in section Error! Reference source not
found. of this Prospectus. They will be given priority for an allocation of 10,000 Shares each if they submit a valid Application for at
least 10,000 Shares.
R3D Resources and Tartana Resources Shareholders may apply for more Shares under the Priority Offer and will be given preference over
other subscribers except to the extent necessary to meet the spread requirements of the Listing Rules.
Under this Prospectus, the Company is inviting investors to subscribe for a maximum of 21,250,000 Shares at an issue price of $0.20 per
Share to raise a minimum of $4,250,000 with attaching Options on a 1 for 5 basis, exercisable at $0.40 within 5 years from the date of issue.
Detailed information regarding the Offer, the operations of Tartana Resources, as well as potential risks of investing in the new Shares, are
outlined in this Prospectus.
I encourage you to read the Prospectus in its entirety before making a decision to invest.
Executive Chairman of the Merged Group