ecomag limited - wordpress.com · dated 30 march 2017 relating to shares of ecomag limited. this...

ECOMAG LIMITEDACN 607 244 600

REPLACEMENT PROSPECTUS

For the offer of 4,000,000 Shares at an issue price of $0.50 each to raise $2,000,000.

Oversubscriptions for up to a further 2,000,000 Shares at an issue price of $0.50 per Share to raise up to a further $1,000,000 may be accepted.

IMPORTANT NOTICE

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay.

Securities offered by this Replacement Prospectus should be considered speculative and potential investors should refer to Section 7 for further details concerning the risk factors associated with an investment in the Securities.

DIRECTORS

Anthony Crimmins (Executive Chairman) Tam Tran (Executive Director) Shanan Birkin (Executive Director)

COMPANY SECRETARY

Graeme Hogan

AUSTRALIAN COMPANY NUMBER

607 244 600

REGISTERED AND PRINCIPAL OFFICE

Suite 6.08, Level 6 55 Miller Street PYRMONT NSW 2009

Phone: (02) 9571 8300 Fax: (02) 9571 8200

ecomagnesium.com

AUDITORS

Bentleys NSW Audit Pty Limited Level 10 10 Spring Street SYDNEY NSW 2000

Phone: (02) 9220 0700

SHARE REGISTRY*

Security Transfer Australia Pty Limited Suite 511, The Trust Building 155 King Street SYDNEY NSW 2000

Phone: 1300 992 916

www.securitytransfer.com.au

SOLICITORS TO THE COMPANY

BTC Lawyers Level 33 50 Bridge Street SYDNEY NSW 2000

Phone: (02) 9233 3308 Fax: (02) 9233 3307

www.btclawyers.com.au

* This entity is included for information purposes. It was not involved in the preparation of this Prospectus.

Corporate directory

Cover: Solar salt operations at Shark Bay in Western Australia. Photo credit: Simon Butterworth.

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THIS IS A REPLACEMENT PROSPECTUS DATED 3 MAY 2017. IT REPLACES A PROSPECTUS DATED 30 MARCH 2017 RELATING TO SHARES OF ECOMAG LIMITED.

This Prospectus is dated 3 May 2017 and was lodged with ASIC on that date. ASIC and their officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person or entity is authorised to give any informa-tion or to make any representation in connection with this Prospectus, which is not contained in the Prospec-tus. Any information or representation not so contained may not be relied on as having been authorised by the Company or the Directors in connection with this Prospectus.

This Prospectus does not constitute an offer of Shares in any place in which, or to any person to whom, it would be unlawful to do so. No action has been taken to register the Offer or otherwise permit the Offer to be made in any jurisdiction outside Australia. The distribu-tion of this Prospectus in jurisdictions outside Australia may be restricted by law and any person into whose possession this Prospectus comes (including nominees, trustees or custodians) should seek advice on and observe those restrictions. Failure to comply with these restrictions may violate securities laws.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary.

RISK FACTORS

Before deciding whether to apply for Shares pursuant to this Prospectus, you should consider the risk factors that could affect the financial performance of the Company and consult with your professional advisers. For further information in relation to the risk factors of the Com-pany please refer to the Section 7 of this Prospectus.

EXPOSURE PERIOD

The Corporations Act prohibits the Company from processing Applications received until after the Ex-posure Period. The Exposure Period is the seven day period (excluding public holidays) from the date of this Prospectus and may be extended by ASIC by up to a further seven days. The purpose of the Exposure Period is to enable examination of this Prospectus by market participants prior to the offering of Shares. That examination may result in the identification of deficien-cies in this Prospectus, in which case any Application received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications under this Prospectus received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on Applications received during the Exposure Period.

ELECTRONIC PROSPECTUS

This Prospectus will also be issued as an electronic pro-spectus. A copy of this Prospectus can be downloaded from the Company’s website at ecomagnesium.com/ prospectus.

If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company.

The Company reserves the right not to accept an Ap-plication Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

Important information

ii THIS IS A REPLACEMENT PROSPECTUS DATED 3 MAY 2017. IT REPLACES A PROSPECTUS DATED 30 MARCH 2017 RELATING TO SHARES OF ECOMAG LIMITED.

Important informationNO FINANCIAL FORECASTS

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection infor-mation would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

FORWARDING-LOOKING STATEMENTS

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Directors and Company.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

PRIVACY

For information in relation to the Company’s Privacy Statement please refer to Section 3.15.

GENERAL

All amounts are in Australian dollars unless otherwise specified. A number of terms and abbreviations used in this Prospectus have defined meanings, which appear in the Gloassary on page 97. All references to time are to the time in Sydney, New South Wales.

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Contents1 CHAIRMAN’S LETTER .......................................................................................................... 2

2 INVESTMENT OVERVIEW ..................................................................................................... 5

3 DETAILS OF THE OFFER....................................................................................................... 9

4 BUSINESS SUMMARY ........................................................................................................ 17

5 DIRECTORS, MANAGEMENT AND CORPORATE GOVERNANCE .......................................27

6A PRO FORMA FINANCIAL INFORMATION ............................................................................33

6B INTERIM FINANCIAL REPORT (31 DECEMBER 2016) .....................................................36

6C ANNUAL REPORT (30 JUNE 2016) ................................................................................... 47

7 RISK FACTORS ...................................................................................................................72

8 SUMMARY OF MATERIAL CONTRACTS .............................................................................75

9 ADDITIONAL INFORMATION ...............................................................................................87

10 DIRECTORS’ AUTHORISATION ...........................................................................................93

APPLICATION FORM ...........................................................................................................95

GLOSSARY .......................................................................................................................... 97

2 THIS IS A REPLACEMENT PROSPECTUS DATED 3 MAY 2017. IT REPLACES A PROSPECTUS DATED 30 MARCH 2017 RELATING TO SHARES OF ECOMAG LIMITED.

Dear Investor,

On behalf of the Board of Directors, I am pleased to invite you to invest in EcoMag Limited (the Company).

THE BUSINESS

Western Australia is a major global centre for salt production. A number of companies use solar energy to evaporate sea water and produce a concentrated brine, from which salt is then extracted. The resulting waste material, known as a bittern, is usually discharged to sea.

Bitterns have a high concentration of magnesium. Using a patented process licensed from Korea’s Chonnam National University, EcoMag plans to access these bitterns and use them to produce magnesium-based materials such as hydrated magnesium carbonate, magnesium oxide and magnesium hydroxide. These materials are used in a range of high-value applications, including chemically-toughened glass and fire retardants, and may in future be used in new-generation magnesium batteries.

The technology employed by EcoMag has been refined and successfully demonstrated at laboratory scale. Our next step is to build a pilot plant to demonstrate the process at a larger scale, ahead of building a larger com-mercial demonstration facility processing 500 million litres per year of bitterns.

THE OFFER

By this Prospectus, the Company offers investors the opportunity to subscribe for 4,000,000 Shares at an issue price of $0.50 per Share to raise $2,000,000 (the Offer). The Company may accept oversubscriptions of up to a further 2,000,000 Shares at an issue price of $0.50 per Share to raise up to a further $1,000,000.

The Shares offered pursuant to the Offer under this Pro-spectus will rank equally in all respects with the Shares already on issue. Further details of the rights attaching to Shares are set out in Section 9.2.

The funds will be applied to the costs and expenses associated with the Offer, construction of a pilot processing facility, ongoing process and technology

improvements, preliminary engineering associated with a commercial demonstration plant, advancing the approvals process for the commercial demonstration plant, costs associated with marketing, management and administration, and working capital.

RISKS

EcoMag is subject to a range of risks, which are more fully detailed in Section 7 and are summarised in Sec-tion 2. Key risks to the business include:

• Relianceonpartners—EcoMag’s business model depends on reaching final agreement with several partners, particularly in relation to access to bit-terns from salt producers. Failure to secure access to bitterns or magnesium-rich brines would adversely affect the ability of EcoMag to fully meet its objec-tives.

• Liquidityandrealisation—EcoMag is an unlisted public company and there is no active secondary market for the Company’s shares. As a result, inves-tors may not be able to sell their shares and realise the value of their investment.

• Technologyrisk—EcoMag’s process uses a novel technology licensed from CNU. Failure to cost-effectively scale-up the process from a laboratory scale to a commercial level would adversely affect EcoMag’s ability to economically recover materials from bitterns.

• Relianceonkeyandskilledpersonnel—The Company relies on its ability to retain senior manage-ment and experienced personnel. The loss of the services of senior management personnel without suitable replacements or the inability to attract and retain qualified personnel can adversely affect per-formance.

• Productpricerisks—EcoMag’s proposed products are commodities whose prices vary depending on changing forces of supply and demand. A significant drop in the prices EcoMag receives for its products may have a detrimental effect on the Company’s abil-ity to operate profitably.

1 CHAIRMAN’S LETTER

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• Foreignexchangerisks—EcoMag’s proposed products are expected to be priced in US dollars and other foreign currencies. Hence there is a foreign ex-change risk in relation to any significant fluctuations in currency exchange rates.

• Breakingof intellectualpropertyprotection—EcoMag’s business depends on the patented technol-ogy it has licensed from CNU. Should a rival break this patent protection through legal or technical means, the Company may be unable to fully meet its objectives.

• Competitivepressures—The Company may be subject to substantial competitive pressure from rivals. Should a rival develop a similarly effective technology without infringing existing patent protec-tions, the Company may be unable to fully meet its objectives.

The Board of the Company comprises myself, Tam Tran and Shanan Birkin. These Directors have guided EcoMag since its establishment, securing access to the technology and agreements with a number of key partners. Professor Tran, in particular, who is one of the co-inventors of EcoMag’s technology, has been instru-mental in ensuring EcoMag has the technical expertise required to successfully pursue its objectives.

This Prospectus includes details of the Offer and the Company. I recommend that you read this document carefully and, if you are interested in investing in the Company, seek independent professional advice. On behalf of the Board of Directors, I commend an investment in the Company to you and look forward to welcoming you as a Shareholder.

Yours faithfully,

Tony CrimminsEx E c u t i v E ch a i r m a n

3 may 2017

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2.1 IMPORTANT NOTICE

This information is a selective overview only. Investors should read the Prospectus in full before deciding whether to invest in Shares. In particular, investors should consider the risk factors that could affect the financial and operating performance of the Company described in Section 7.

2 INVESTMENT OVERVIEW

Question AnswerSee

SectionsWho is making the Offer?

EcoMag Limited (the Company), an Australian unlisted public company. 4.1

What is the Company’s business?

EcoMag’s business is an attempt to commercialise the recovery of magnesium and other mineral compounds from waste bittern streams, which are a waste product from salt operations with little commercial value. The technique for recovery is not yet tested on a commercial scale.

4

How will the Company make money?

EcoMag plans to construct one or more processing plants to recover hydrated magnesium carbonate and other valuable materials from bitterns, and sell these materials.

4.2–4.9

What are the key dependencies affecting the Company?

The success of the Company is subject to the following key dependencies:

• obtaining access to bittern streams or magnesium-rich brines through agree-ment with salt producers;

• raisingsufficientadditionalcapitalforconstructionofaprocessingplant;

• successfullyconstructingaprocessingplantthatcanefficientlyandeconomi-callyrecoverandrefinemagnesiumproductsfrombitterns;and

• negotiating off-take agreement for sale of the Company’s proposed magnesium products.

4.2–4.9

What are the key benefitsassociatedwith the Company’s business?

ThekeyactualandpotentialbenefitsassociatedwiththeEcoMagbusinessinclude:

• business model based on recovering a virtually inexhaustible resource;

• large and growing market for high-purity magnesium products;

• large potential to expand operations to other bittern streams;

• exclusive Australian licence to a patented technology;

• ethicalinvestment,withsignificantpotentialsocialandenvironmentalbenefits,including cleaning up an existing waste stream; and

• a highly skilled and experienced engineering and management team.The Company’s objectives in the near-term include building a pilot plant to produce hydrated magnesium carbonate for the Korean chemicals market.The Company’s objectives in the medium-term include building a commercial-demonstration scale processing plant to recover hydrated magnesium carbonate and other valuable materials from bitterns.

4.2–4.9

Left: EcoMag’s business is based on recovering valuable magnesium-based materials from the waste streams of solar salt operations, such as those shown here at Shark Bay in Western Australia. Photo credit: Simon Butterworth.



Question AnswerSee

SectionsWhat are the key risks associated with the Company’s business, the Shares and the Offer?

Set out below are some of the key investments risks to which the Company is exposed. Further risks associated with an investment in the Company are outlined in Section 7.

• Reliance on partners—The Company’s business model depends on reach-ingfinalagreementwithseveralpartners,particularlyinrelationtoaccesstobitterns. Failure to secure access to bitterns or magnesium-rich brines would adversely affect the ability of EcoMag to fully meet its objectives.

• Liquidity and realisation —EcoMag is an unlisted public company and there is no active secondary market for the Company’s shares. As a result, investors may not be able to sell their shares and realise the value of their investment.

• Technology risk—The Company’s process uses a novel technology developed by and licensed from Korea’s Chonnam National University (CNU). Although this technology has been thoroughly tested at laboratory scale, it has yet to be imple-mented at a commercial scale. Failure to cost-effectively scale-up the process to a commercial level would adversely affect the Company’s ability to economically recover materials from bitterns.

• Reliance on key and skilled personnel—The Company is reliant on its ability to retain senior management and experienced personnel. The loss of the services of senior management personnel without suitable replacements or the inability toattractandretainqualifiedpersonnelcanadverselyaffectperformance.

• Product price risks—The Company’s proposed products are commodities whose pricesvarydependingonchangingforcesofsupplyanddemand.Asignificantdrop in the prices the Company receives for its products may have a detrimental effectontheCompany’sabilitytooperateprofitably.

• Foreign exchange risks—EcoMag’s proposed products are expected to be priced in US dollars and other foreign currencies. Hence there is a foreign ex-changeriskinrelationtoanysignificantfluctuationsincurrencyexchangerates.

• Breaking of intellectual property protection—The Company’s business depends on the patented technology it has licensed from CNU. Should a rival break this patent protection through legal or technical means, the Company may be unable to fully meet its objectives.

• Competitive pressures—The Company may be subject to substantial competi-tive pressure from rivals. Should a rival develop a similarly effective technology without infringing existing patent protections, the Company may be unable to fully meet its objectives.

7

Who are the Directors and Key Personnel?

The Board of the Company comprises:

• Anthony Crimmins

• Tam Tran, and

• Shanan Birkin.Further details of each of these Directors are provided in Section 5.1. Details of other Key Personnel are provided in Section 5.2.

5.1 and5.2

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Question AnswerSee

SectionsIs the Offer underwritten?

No, the Offer is not underwritten. 3.11

Whatkeyfinancialinformation do investors need to know?

TheCompany’sfinancialstatementsaresetoutinSection6.Theseincludeproformafinancialinformation,theinterimfinancialreportforthehalf-yearended31December2016,andthefinancialreportfortheperiod23July2015to30June2016. Assuming the Company raises the Minimum Subscription of $2,000,000, the pro forma balance sheet of the Company as at 31 December 2016 shows net assets of $4,470,543.The company is in the very early stages of commercialisation and is currently makingaloss.Itisunlikelythecompanywillgeneratesignificantrevenueuntilthecommercialplantisinoperation.Thecompanywillneedtoraisesignificantfundingto construct that plant.

6

Whowillbenefitfromthe Offer?

The Offer is being made to advance the Company’s objectives to build facilities for processing bitterns to recover magnesium products. Existing Shareholders will benefitfromtheOffer.• The directors and shareholders of TTG Resource Technologies Pty Limited

(TTG), including Company Directors Anthony Crimmins and Tam Tran, may benefitbyreceivinganupfrontfeeof$750,000persitelicenseforsubsequentprojects and a perpetual royalty of 2.75% revenue from products sold relating to the CNU technology (see Sections 8.2 and 8.3).

• Chonnam National University (CNU)maybenefitbyreceivingafixedlicensefeeof US$1,000,000 per site licence.

• DampierSaltLimited(DSL)maybenefitbyreceiving$3millionperyearforgranting access to the Company (see Section 8.5).

• TopCatConsultingServicesPtyLimitedmaybenefitbyreceivingdirectorandconsultancy fees of up to $15,000 per month until 31 January 2019 (see Section 8.7.1).

• DrTamTranmaybenefitbyreceivingdirectorandconsultancyfeesofupto$15,000 per month until 31 January 2019 (see Section 8.7.2).

• MsShananBirkinmaybenefitfromreceivingdirectorsfeesbasedonanhourlyrate (see Section 8.7.3).

• MrShaunTrinermaybenefitbyreceivingsalaryof$60,000peryear(seeSection 8.8).

• BTCLawyersmaybenefitbyreceivingfeesforthepreparationofasubsequentprospectus of up to $45,000 (see Section 8.9).

3, 8.1, 8.2

and 8.3

What is the Offer? Four million new Shares are being offered by the Company to raise at least $2,000,000. Oversubscriptions for up to a further 2,000,000 Shares are also being offered by the Company to raise a further $1,000,000. The maximum amount which may be raised under this Prospectus is therefore $3,000,000.

3

What is the issue price?

The issue price is $0.50 per Share. 3.1



Question AnswerSee

SectionsWhat is the effect of the Offer?

The effect of the Offer on the capital structure of the Company is shown in Table 3 in Section 3.5. Assuming the Minimum Subscription is raised, the current Shareholders will be diluted from 100% ownership to 94.8%.

3.5

What are the key Offer dates?

The key dates of the Offer are detailed in the indicative timetable in Section 3.2. 3.2

How will the Company use the proceeds from the Offer?

The Company intends to apply funds raised from the Offer to:

• costs and expenses associated with the Offer;

• construct a pilot processing facility;

• fund ongoing process and technology improvements;

• preliminary engineering of a commercial demonstration plant;

• advance the approvals process for the commercial demonstration plant;

• market the Company’s proposed products;

• fund ongoing management and administration costs; and

• working capital.

3.3 and 3.4

What rights and liabilities attach to the Shares?

The Shares will rank equally in all respects with the Shares held by the existing Shareholders. The rights and liabilities attaching to all Shares are detailed in the Company’s Constitution.

9.2

Will I receive dividends on my Shares?

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earningsandoperatingresultsandfinancialconditionoftheCompany,futurecapital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

3.12 and 9.2.3

What are the taxation implications?

The acquisition and disposal of Shares will have tax consequences, which will differdependingontheindividualfinancialaffairsofeachinvestor.AllpotentialinvestorsintheCompanyareurgedtoobtainindependentfinancialadviceaboutthe consequences of acquiring Securities from a taxation viewpoint and generally. Tothemaximumextentpermittedbylaw,theCompany,itsofficersandeachoftheirrespective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Securities under this Prospectus.

9.9

How do I participate in the Offer?

To participate in the Offer, please complete the Application Form attached to this Prospectus and return it with payment of the application money, or visit www.securitytransfer.com.au and complete the Online Application Form, before the Closing Date.

3.7

What is the minimum number of Shares I can apply for?

Applications under the Offer must be for a minimum of 4,000 Shares (total cost of $2,000) and then in multiples of 500 Shares ($250).

3.9

Further questions? If you have questions in relation to the Offer, please contact the Company during Sydney business hours on 02 9571 8300 or via the Contact link at ecomagnesium.com.

–

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3 DETAILS OF THE OFFER

3.1 THE OFFER

This Prospectus invites investors to apply for a total of 4,000,000 Shares at an issue price of $0.50 per Share to raise at least $2,000,000 before expenses of the Offer. The Company may accept oversubscriptions of up to a further 2,000,000 Shares at an issue price of $0.50 per Share to raise up to a further $1,000,000. The maximum amount which may be raised under this Prospectus is therefore $3,000,000.

The Shares offered pursuant to the Offer under this Pro-spectus will rank equally in all respects with the Shares already on issue. Further details of the rights attaching to Shares are set out in Section 9.2.

3.2 TIMETABLE

An indicative timetable of events relating to the Offer is given in Table 1 below. The timetable is indicative only and is subject to change without notice. The Company reserves the right to extend the Closing Date or close the Offer early without notice.

Table 1. Indicative timetable.

Event DateLodgement of this Prospectus with ASIC 3 May 2017Opening Date of Offer 4 May 2017Closing Date of Offer 30 June 2017Issue of Shares under this Prospectus 4 July 2017Despatch of holding statements 8 July 2017

3.3 PURPOSE OF THE OFFER

The purpose of the Offer is to provide additional funds to enable the Company to:

(a) construct a pilot processing facility;

(b) fund ongoing process and technology improvements;

(c) conduct preliminary engineering of a commercial demonstration plant;

(d) advance the approvals process for the commercial demonstration plant;

(e) market the Company’s proposed products; and

(f) fund ongoing management and administration costs.

The Company is aiming to apply the funds raised from the Offer in the manner detailed in Section 3.4 below. On completion of the Offer, the Board believes the Company will have sufficient funds to achieve these objectives.


3.4 USE OF FUNDS

The Company intends to apply funds raised from the Offer, together with existing cash reserves of $1,100,059 (as at 31 December 2016),1 as per Table 2 below.

Table 2. Proposed use of funds raised from the Offer.

Available fundsMinimum

subscriptionMaximum

subscription

($) ($)

Existing cash reserves of the Company1 1,100,059 1,100,059

Funds raised from the Offer 2,000,000 3,000,000

Total 3,100,059 4,100,059

Use of fundsMinimum

subscriptionMaximum

subscription

($) ($)

Cash expenses associated with the Offer2 31,100 31,100

Construction of a pilot processing facility 675,000 675,000

Ongoing process and technology improvements 300,000 500,000

Preliminary engineering of commercial demonstration plant 660,000 1,000,000

Approvals process for commercial demonstration plant 280,000 280,000

Marketing 85,000 170,000

Management and administration costs 593,625 593,625

Working capital 475,334 850,334

Total 3,100,059 4,100,059

Notes1 This is the cash balance of the Company as at 31 December 2016. See Section 6A. 2 See Section 9.6 for further details.

In the event the Company raises more than the Minimum Subscription of $2,000,000 but less than the Maximum Subscription of $3,000,000, the additional funds raised will be applied towards ongoing process and technology improvements and preliminary engineering of the commercial demonstration plant.

The Directors are of the view that the Company will have enough working capital to carry out its stated business objectives.


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3.5 CAPITAL STRUCTURE

Since 1 July 2016, the company has issued the following shares, as summarised in Table 3 below:

Table 3. Shares issued since 1 July 2016.

Number of Shares

Price per Share

Subscription amount

($) ($)1 July 2016 240,000 0.025 6,000

6 October 2016 5,550,000 0.010 55,500

6 October 2016 1,920,000 0.050 96,000

6 October 2016 1,000,000 0.125 125,000

6 October 2016 8,434,000 0.250 2,108,500

10 October 2016 4,760 0.500 2,380

28 December 2016 50,000 0.200 10,000

3 March 2017 500,000 0.050 25,000

3 March 2017 80,000 0.250 20,000

Total Shares issued since 1 July 2016 17,778,760 2,448,380

On 6 October 2016, the Company converted from a proprietary company to an unlisted public company. As a result, all E-Type Shares, A-Type Shares and P-Type on issue at that date were converted to ordinary fully paid shares on the basis of one old share for one ordinary fully paid share.

The capital structure of the Company following completion of the Offer is summarised in Table 4 below:

Table 4. The capital structure of the Company following completion of the Offer.

Minimum Subscription Maximum Subscription

Shares1 Proportion Shares1 Proportion

(%) (%)

Shares on issue at date of Prospectus 72,259,132 94.8 72,259,132 92.3

Shares to be issued under the Offer 4,000,000 5.2 6,000,000 7.7

Total Shares on completion of the Offer 76,259,132 100.0 78,259,132 100.0

Notes1 The rights attaching to the Shares are summarised in Section 9.2.


3.6 SUBSTANTIAL SHAREHOLDERS

Those Shareholders holding 5% or more of the Shares on issue following completion of the Offer are set out in Table 5 below:

Table 5. List of substantial Shareholders of the Company, i.e. those holding 5% or more of the Shares on issue following completion of the Offer.

Minimum Subscription Maximum Subscription

Shareholder Shares Proportion Shares Proportion

($) (%) ($) (%)

TTG Resource Technologies Pty Limited1,2 20,000,002 26.2 20,000,002 25.6

Mr George Calder Sim & Mrs Susan Elizabeth Sim2 5,773,333 7.6 5,773,333 7.4

Kim Woo Jung2 5,000,000 6.6 5,000,000 6.4

Kim Woo Seok2 5,000,000 6.6 5,000,000 6.4

Total substantial Shareholders 35,773,335 46.9 35,773,335 45.7

Other Shareholders 40,485,797 52.1 42,485,797 53.3

Total Shareholders 76,259,132 100.0 78,259,132 100.0

Notes1 Anthony Crimmins and Tam Tran, who are both Directors of the Company, are shareholders and directors of TTG Resource Tech-

nologies Pty Limited (TTG). See Sections 8.2 and 8.3 for details of the agreements between the Company and TTG. See Section 9.3.2 for details of the Directors’ interests.

2 EcoMag Limited upon incorporation issued TTG Resource Technologies Pty Limited 40,000,000 E-Type Shares (dividend only), one A-Type Share (control no dividend) and one P-Type Share (royalty 2.75%). The directors of TTG Resource Technologies Pty Limited since receipt of these shares transferred 10,000,000 E-Type Shares to Mr George Calder Sim and Mrs Susan Elizabeth Sim. Mr George Sim was a director of TTG Resource Technologies Pty Limited but resigned on 15 May 2016. Mr and Mrs Sim have sub-sequently sold 4,226,667 E-Type Shares. The directors of TTG Resource Technologies Pty Limited also transferred at the request of Mr Myong Jun Kim, a shareholder of TTG Resource Technologies Pty Limited, 5,000,000 E-Type Shares to Kim Woo Jung and 5,000,000 E-Type Shares to Kim Woo Seok.


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3.7 HOW TO APPLY FOR SHARES

You should carefully read this Prospectus and instruc-tions accompanying the Application Form before subscribing for Shares. If you wish to participate in the Offer, you should complete the Application Form or visit www.securitytransfer.com.au and complete the Online Application Form.

Applications for Shares under the Offer must be for a minimum of 4,000 Shares and thereafter in multiples of 500 Shares and payment for the Shares must be made in full at the Issue Price of $0.50 per Share.

All applications must be completed in accordance with the detailed instructions on how they are to be completed and be accompanied by a BPAY payment or cheque in Australian dollars. Cheques must be made payable to ‘EcoMag Limited—Subscription Account’ (SubscriptionAccount) and crossed ‘Not Negotiable’. No brokerage or stamp duty is payable by Applicants. The amount payable on application will not vary during the period of the Offer and no further amount is pay-able on or after allotment in respect of the Shares.

Completed Application Forms, Online Application Forms and accompanying BPAY payments or cheques must be received by the Closing Date. Cheques must be received at:

Postal delivery

EcoMag Limited c/– Security Transfer Australia PO Box 52 COLLINS STREET WEST VIC 8007

Hand delivery

EcoMag Limited c/– Security Transfer Australia Suite 511, The Trust Building 155 King Street SYDNEY NSW 2000

The Company reserves the right to close the Offer early.

All application monies received with duly completed Application Forms or Online Application Forms will be paid into the Subscription Account.

An original, completed and lodged Application Form or Online Application Form together with a BPAY pay-ment or cheque for the application monies constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in each Application Form or Online Application Form. The Application Form or Online Application Form does not need to be signed to be valid. If the Application Form or Online Application Form is not completed correctly or if the accompanying payment is for the wrong amount, it may be treated by the Company as valid. The Directors’ decision as to whether to treat such an application as valid and how to construe, amend or complete the Application Form or Online Application Form is final; however, an applicant will not be treated as having applied for more Shares than is indicated by the amount of their cheque for the application monies.

3.8 ALLOTMENT AND ALLOCATION OF SHARES

The Directors will determine the allottees of all the Shares in their discretion. The Directors reserve the right to allot Shares in full for any application or to allot any lesser number or to decline any application. Where the number of Shares allotted is less than the number applied for, or where no allotment is made, the surplus application monies will be returned by cheque to the Applicant within seven days of the allotment date.

Pending the allotment and issue of the Shares or payment of refunds pursuant to this Prospectus, all ap-plication monies shall be held by the Company on trust. The Company, irrespective of whether the allotment of Shares takes place, will retain any interest earned on the application monies.

It is the responsibility of the applicant to determine their allocations prior to trading in the Shares. Applicants who sell Shares before they receive their statement of shareholding will do so at their own risk.


3.9 MINIMUM SUBSCRIPTION

The Minimum Subscription for the Offer is 4,000,000 Shares at an issue price of $0.50 per Share to raise at least $2,000,000 before expenses of the Offer. The Company will not issue any Shares unless the Minimum Subscription is raised.

If the Minimum Subscription is not raised within four months after the date of this Prospectus (or such later date permitted by ASIC), all Applications will be dealt with in accordance with section 724 of the Corporations Act. Such action may include repayment of application monies (without interest) or the issue of a supplemen-tary or replacement prospectus.

3.10 APPLICANTS OUTSIDE AUSTRALIA

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to issue this Prospectus or make the Offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Shares or the Offer or otherwise permit a Offering of the Shares that are the subject of this Prospectus in any jurisdiction outside Australia.

Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed to enable them to apply for and be allotted Shares. If you are outside Australia it is your responsibility to obtain all necessary approvals for the allotment and issue of the Shares pursuant to this Prospectus. The return of a completed Application Form or Online Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals have been obtained.

3.11 UNDERWRITER

The Offer is not underwritten.

3.12 DIVIDENDS

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

3.13 COMMISSION

No commissions will be paid from the proceeds of the issue.


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3.14 FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements, which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’ or ‘intends’, and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management. Mat-ters not yet known to the Company or not currently considered material to the Company may impact on these forward-looking statements.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

These forward-looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 7.

3.15 PRIVACY STATEMENT

The Company collects, holds and will use information in relation to each Applicant as provided on an Application Form or Online Application Form (Information) for the purposes of processing the Application Form or Online Application Form and, should the Application be successful, to administer the Applicant’s security holding in the Company (Purposes).

By submitting an Application Form or Online Applica-tion Form, each Applicant agrees that the Company may use the Information for the Purposes and the Company may disclose the Information for the Purposes to the Share Registry, the Company’s related bodies corporate, agents, contractors and third party service providers, and to ASIC and other regulatory authorities.

The Information may also be used and disclosed to per-sons inspecting the register, including bidders for your securities in the context of takeovers, licensed securities dealers, the share registry, print service providers, mail houses, and regulatory bodies including the Australian Taxation Office.

You can access, correct and update the personal infor-mation that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) and the Corporations Act. You should note that if you do not provide the informa-tion required on the application for Shares, the Company may not be able to accept or process your application.

3.16 ENQUIRIES IN RELATION TO THE OFFER

This Prospectus provides information for potential investors in the Company, and should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of an investment in the Company, please contact your stockbroker, accountant or independent financial adviser.

16 THIS IS A REPLACEMENT PROSPECTUS DATED 3 MAY 2017. IT REPLACES A PROSPECTUS DATED 30 MARCH 2017 RELATING TO SHARES OF ECOMAG LIMITED.A sample of hydrated magnesium carbonate recovered from Pilbara bitterns by EcoMag researchers.

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The following sections describe the business of the Company, its technology, its proposed products, the markets in which it plans to operate, and its strategies for building shareholder wealth. References as noted below are provided at the end of Section 4.

4.1 ABOUT ECOMAG

EcoMag Limited (the Company) is an Australian public company incorporated on 23 July 2015.

EcoMag’s business is the commercial application of a process, which it intends will allow the Company to recover magnesium-based materials from bitterns. Bit-

terns are a waste product from salt operations with little current commercial value.

Access to bitterns will most likely be arranged by a key partner, TTG, which has already signed various contracts in relation to the source of bitterns (see Section 8).

4.2 THE SOLAR SALT INDUSTRY

Much of the world’s salt is produced through solar evaporation of sea water.1 Australia is a major global producer of this solar salt. Solar salt production requires large tracts of land, a ready supply of seawater and a warm, arid climate.1,2 Over a period of about 18 months,

4 BUSINESS SUMMARY

Figure 1. The locations and relative sizes of Australia’s main solar salt operations.

WesternAustralia

NorthernTerritory

SouthAustralia

Queensland

NewSouthWales

Tasmania

Victoria

DampierPort Hedland

Onslow

Lake MacLeod

Shark Bay

PriceLake

MacDonnell

Dry CreekACT


sea water is pumped through a series of ponds, where it is concentrated through evaporation using sunlight and wind to form a salt-rich brine. Once the brine reaches saturation, it is fed into crystallisers where the salt can precipitate out of solution. The salt is then harvested, washed, dried and transported. After precipitating salt, some of the residual bittern is used for washing, while the rest is discharged to the sea.

Salt is used mainly in the chemical industry for produc-tion of chlorine, sodium hydroxide and sodium carbon-ate,1 which are in turn used in processing and manufac-

4 BUSINESS SUMMARY

turing across a range of industries. A small percentage of salt is used for food processing and road de-icing.

Salt is essentially an inexhaustible and renewable resource. The most abundant source of salt is the ocean, which is estimated to contain about 50 quadrillion tonnes of dissolved salt—an amount that would cover the Earth’s land surface to a depth of over 150 metres.3 Evaporative salt production is therefore not resource-limited and can continue indefinitely provided prices exceed production costs.

precipita�on of Ca

precipita�on of Mg

roas�ng and hydrolysis

calcium product

HMC

bi�ern

reagents A, B

reagents C, D

residual bi�ern

sea water evapora�on concentratedbrine

salt precipita�on salt(NaCl)

salt produc�onprocess (simplified)

CCM, HBM, MDH

Figure 2. EcoMag’s process for turning sea water into a range of valuable magnesium-based products, including HMC, CCM, HBM and MDH.

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hydrolysis

filtra�on

drying

HMC cake from bi�erns (99.2–99.4% purity)

high purityHMC powder

hydrolysis

filtra�on

disintegra�on

high purity MDH powder

roas�ng at 600°C

caus�c calcined magnesia (CCM)

drying

silane or stearic acid

reslurry and washing

filtra�on

calcina�on at1400–1600°C

high purityHBM powder

granula�on

Figure 3.HMCcanbefurtherrefinedthroughroasting,hydrolysisandotherprocessestoproducehighervaluemateri-als such as high purity HMC, CCM, HBM and MDH powders (CNU / Ecomag technology).

4.3 TECHNOLOGY

As summarised in Section 8.1, EcoMag has signed a licence agreement with Korea’s Chonnam National Uni-versity (CNU). Under this licence agreement, EcoMag has been granted an exclusive licence to a technology for recovering high purity magnesium-based materials from bitterns and brines (CNUTechnology). EcoMag’s Technical Director, Professor Tam Tran, is a coinventor of the CNU Technology.

An outline of EcoMag’s process is illustrated in Figure 2. Bitterns from salt production are filtered and reagents

added to remove calcium followed by magnesium, nominally in the form of hydrated magnesium carbonate (HMC), which is then filtered and dried. If calcium lev-els are sufficiently low, the calcium removal step can be omitted. As illustrated in Figure 3 (see also Section 4.4), HMC can be sold as-is or further processed into a range of other magnesium-based materials.

The two main input chemicals used in EcoMag’s process are sodium carbonate (Na2CO3) and sodium hydroxide (NaOH). These are largely benign chemicals used widely in the mining industry. At the end of the process, the residual bittern is more environmentally benign than the


current bittern stream, containing <0.1% magnesium (similar to the level found in sea water) and around 0.10–0.12% carbonate.

EcoMag continues to work closely with CNU under a continuous service fee on further developing, testing and refining its process. Working at a pilot plant scale with bittern samples from Port Hedland, high purity HMC and other magnesium materials have been recovered, as shown in Table 7. EcoMag is also investigating process variations for:

(a) Production of MgO and magnesium hydroxide nanopowders. Such materials have a wide range of applications in industries such as construction, mate-rials manufacture, pharmaceuticals, polymer produc-tion and food;4,5

(b) Production of HMC using carbon dioxide as a precipitant, which would enable recycling of the CO2 emitted during roasting of HMC to make caustic cal-cined magnesia, reducing overall carbon emissions.

4.4 PRODUCTS

EcoMag’s base process results in a cake of hydrated magnesium carbonate (HMC), also known as hydromag-nesite (chemical formula 4MgCO3·Mg(OH)2·4H2O). HMC can be sold as-is or further processed to produce a range of products, as shown in Figure 3. These products include:

• Caustic Calcined Magnesia (CCM)—Roasting HMC at 600°C converts it into CCM, a form of magne-sium oxide (MgO).

• Hard Burned Magnesia (HBM)—CCM can be further refined and calcinated at 1400–1600°C to produce high purity HBM powder, a more valuable form of MgO.

• Magnesium Hydroxide (MDH)—Alternatively, CCM can undergo hydrolysis and further refining to pro-duce high purity MDH (Mg(OH)2) powder.

See Section 4.9 for details on the applications and markets for these products.

EcoMag is continuing to work with potential offtake partners and review its various product options. As sum-

4 BUSINESS SUMMARY

marised in Section 8.6, in January 2017 EcoMag signed a binding memorandum of understanding with Korea Chemical (KC) Corp Ltd (KC).

EcoMag will build and operate a pilot plant to produce 5–10 tonnes of HMC and/or CCM, which it will supply to KC under the MOU. The supply of this HMC and/or CCM is EcoMag’s contribution to the agreement and is provided without charging KC for the material. It is funded by way of EcoMag’s investment in building and operating the pilot plant at the Dampier site.

KC is investing over US$3 million, in addition to US$9 million from the Korean Government under a so-called ‘World Class 300 Project’, to build and operate its own pilot plant to process this material into HBM and MDH.

EcoMag’s agreement with KC provides that, if this project is successful, EcoMag and KC may establish a joint venture for the commercialisation of processing plants producing HMC/CCM in Australia and HBM and MDH in Korea.

Table 7.Productspecificationsofsamplematerialspro-duced by EcoMag in collaboration with CNU.

Component HMC HBM MDH

Purity (%) ≥99.5 ≥99.5 ≥99.5

Moisture (%) ≤0.3 ≤0.1 ≤0.3

Particlesize(μm) 11~14 70~80 1.5~2.0

Al2O3 (ppm) <10 <10 <10

Fe2O3 (ppm) <10 <10 <10

MnO (ppm) <5 <5 <5

CaO (ppm) <500 <500 <500

SiO2 (ppm) <5 <5 <5

NiO (ppm) <5 <5 <5

Cr2O3 (ppm) <5 <5 <5

CuO (ppm) <5 <5 <5Loss on ignition 1200°C (%) 54 0.1 31

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4.5 ENGINEERING CONCEPT STUDY

In late 2015, EcoMag engaged OSD Limited to com-plete an engineering concept study for a commercial demonstration-scale magnesium recovery plant (OSDStudy). An illustration of the proposed plant design is given in Figure 5. The OSD Study determined the speci-fications of the proposed plant, including its capital and operating expenditures. The Company has subsequently developed process improvements which have removed certain steps so as to reduce the capital and operating expenditures calculated in the OSD Study.

4.6 LIFE CYCLE ANALYSIS

Independent modelling and life cycle analysis of EcoMag’s process by the German Aerospace Center (DLR*) shows that modelled carbon emissions from EcoMag’s proposed process are lower than those modelled for producing MgO from dolomite using the

Pidgeon process, which is currently the most common process used to produce MgO. DLR was contracted by EcoMag to perform this independent life cycle analysis and completed their calculations based on the engineering flowsheet, material balance and design criteria co-developed by EcoMag and OSD using the data references quoted. DLR (www.dlr.de) is a specialist Life Cycle Analysis (LCA) consultant that has completed major LCA reports for the International Magnesium Association (c.ymcdn.com/sites/intlmag.site-ym.com/resource/resmgr/docs/lca/2013ima_lcastudy_summary.pdf.) Data used in this modelling are extracted from the open literature.6,7,8,9,10,11

As discussed in Section 4.3, EcoMag is investigating the recycling of CO2 captured during the roasting process used to convert HMC into CCM. This CO2 can then potentially be used to precipitate HMC, which would reduce overall carbon emissions by 40%.

Figure 5. A rendering of EcoMag’s proposed commercial demonstration-scale magnesium recovery plant.


The Pilbara region has an abundance of sunshine, pro-viding one of the highest solar energy resources in the world. The region therefore offers enormous potential for deploying efficient and cost-effective solar-power solutions in place of burning fossil fuels such as coal and gas.

Further enhancements to the EcoMag process that would further reduce carbon emissions include:

• using solar thermal energy for drying;

• using photovoltaic solar panels to power processes such as reverse osmosis, pumping and filtration; and

• using advanced concentrated solar power (CSP) technology to generate electricity, purify water and generate heat for various processes.

All of these options will be considered during the final design stage for EcoMag’s proposed commercial demonstration-scale processing plant.

Figure 4. EcoMag is also developing a process for produc-ing CCM that allows CO2 to be captured and recycled, substantially reducing CO2 emissions.

precipita�on of Mg

roas�ng

HMC

bi�ern

CCM

CO2

4.7 DEVELOPMENT SCHEDULE

EcoMag’s planned development schedule for the next 18 months is as follows:

Pilotplantconstructionandoperation—EcoMag is in the process of designing and building a small-scale pilot plant. This pilot plant is designed to fit inside two or three shipping containers. Most of the pilot plant will be constructed in Korea, then shipped to the Pilbara for installation and commissioning. The pilot plant includes:

• four to five 300 litre fiberglass-coated steel tanks incorporating motored agitators;

• six pumps;

• storage tanks for bitterns and fresh water;

• a centrifuge; and

• drying pads.

Construction of the pilot plant is expected to be com-pleted two months after a contract is signed for access to the bitterns. The plant will operate for about six months after its construction and commissioning, during which time it will be used to:

• produce multiple-tonne samples of HMC for ship-ping to KC;

• demonstrate the pilot plant operation already con-ducted in Korea for application to the Dampier site to take into account external environmental factors; and

• develop and refine EcoMag’s process.

Finaliseagreementsforaccesstolandandbit-terns—EcoMag is continuing to work on finalising agreements that would provide the Company with access to the land and bitterns required for its proposed commercial demonstration plant.

4 BUSINESS SUMMARY

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4.9.2 MgO market

Magnesium oxide (MgO) is used in many applications, including:

• refractories (used in furnaces etc.);

• chemically-toughened glass;

• building products (plaster board, bricks, cement);

• filler for paint, pulp and paper;

• metal processing (steel and nickel);

• fire extinguishing compositions;

• cosmetics and personal care products; and

• feedstock for magnesium metal production.

MgO in the form of high purity HBM commands a premium price (US$2500–4000/t). It is used in the production of special chemically-toughened glasses such as ‘Gorilla Glass’. These types of glasses are used in displays for smartphones, tablets, laptops, TVs and computer monitors. Chemically toughened glasses offer a higher strength-to-weight ratio than conventional glass, and are being increasingly used in a range of applications such as advanced building products.

EcoMag has produced high purity HBM samples from bitterns and sent these to several glass makers for testing.

A potential large-scale future application of high purity magnesium nanomaterials is in magnesium batteries. Magnesium is divalent (Mg2+) and can therefore carry twice the charge per ion as lithium (Li+). Magnesium is also far more abundant than lithium and more stable. Magnesium batteries are an area of much research, including by car makers such as Toyota.

4.9.3 MDH market

Magnesium hydroxide (MDH) is used for:

• fire retardants;

• removing sulphur from flue-gas; and

• industrial water treatment.

MDH is halogen-free, making it more environmentally benign than many current fire retardant products. The global market for fire retardants is expected to exceed US$10 billion by 2021.

4.8 CORPORATE SOCIAL RESPONSIBILITY

EcoMag is driven by an ethical commitment to enhanc-ing the sustainability of global manufacturing. The process being commercialised by EcoMag offers many potential environmental benefits, including:

• cleaning up existing waste streams;

• no mining of finite ore bodies;

• powering processes with solar energy; and

• reduced carbon emissions.

4.9 MARKET

4.9.1 Market overview

Magnesium is the eighth most abundant element in the earth’s crust (2.5%) and third most abundant element dissolved in sea water (after sodium and chloride). Magnesium is commonly sourced from ores such as magnesite (MgCO3) and dolomite (CaMg(CO3)2).

The global market for magnesia (MgO, including CCM and HBM) from ore bodies is about 10 million metric tonnes (Mt) per year and growing at 3.2% pa. The global market for HMC, MDH and MgO from sea brines is about 1 Mt per year.11,12

Prices for magnesium products depend heavily on purity. EcoMag intends to produce very high purity products (>99%), which attract the highest prices. Prices for HMC are about US$650–1900 per tonne. Prices for electrical grade (>99%) HBM are about US$2500–6000 per tonne. Prices for fire retardant MDH are about US$1000–3500 per tonne.13


4 BUSINESS SUMMARY

4.10 BUSINESS STRATEGIES

4.10.1 Intellectual property protection strategy

The CNU Technology licensed by EcoMag is the subject of two patents filed by CNU in South Korea (the pat-ents take effect from 2016 for 20 years). Where EcoMag further develops this technology, the Company may file additional patents, either individually or in collaboration with CNU. Opportunities to further protect the technol-ogy arising from the Company’s ongoing research and development programs will be assessed by management as they arise.

The CNU Technology also consists of a large amount of technical knowhow, maintained as trade secrets. The Company maintains these trade secrets and enters into non-disclosure agreements with its partners to prevent such trade secrets being disclosed.

The CNU Technology can only be used at a relatively small number of sites around the world, such as at major sites where salt is produced using evaporative methods.

The Directors are of the view that sufficient intellectual property protection is in place by way of a combination of current patents, trade secrets, and the limited geo-graphic opportunities for using the CNU Technology.

4.10.2 Marketing and distribution strategy

EcoMag will market its products to chemical companies and other large users of magnesium-based materials, such as KC. Where possible, EcoMag will look to establish formal offtake and joint venture agreements with such companies.

4.10.3 Partnerships and strategic alliances

As summarised in Section 8, EcoMag has entered into MOU’s and licence agreements as follows:

• CNU—In addition to the licensing agreement be-tween CNU and EcoMag (see Section 8.1), EcoMag continues to engage CNU to conduct further testing and technology development.

• DSL—EcoMag has signed a binding memorandum of understanding with Dampier Salt Limited (DSL) (see Section 8.5), with a view to establishing a full agreement with DSL to gain access to the bitterns from DSL’s Dampier operations, and to construct the Company’s proposed commercial demonstration facility.

• KC—EcoMag has signed an MOU with KC for the establishment of a pilot plant campaign operated by KC (see Section 8.6). Under this MOU, EcoMag will build a pilot plant to product HMC and/or CCM, and provide KC with 5–10 tonnes of this material for further processing by KC to produce HBM and MDH. EcoMag’s agreement with KC provides that, if this project is successful, KC and EcoMag may establish a joint venture for the commercialisation of processing plants producing HMC/CCM in Australia and HBM/MDH in Korea.

• TTG—EcoMag has a royalty and fee agreement with TTG as outlined in Section 8.2.

4.10.4 Financial strategy

The Board believes that the funds raised from the Offer, in addition to EcoMag’s existing cash reserves, will be sufficient for EcoMag to fund its proposed pilot plant, in addition to other expenses, including preliminary engineering of and preliminary approvals processes for EcoMag’s proposed commercial demonstration plant at Dampier (see Section 3.4).

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4.12 SECTION 4 REFERENCES

1 Rio Tinto website: www.riotinto.com/australia/dampier-salt-4644.aspx.

2 Sea salt: en.wikipedia.org/wiki/Sea_salt.

3. Why is the ocean salty (USGS article): ponce.sdsu.edu/usgs_why_is_the_ocean_salty/usgs_why_is_the_ocean_salty.html.

4 US Geological Survey, Minerals Summaries—Magnesium Compounds, p. 102: (minerals.usgs.gov/minerals/pubs/mcs/2016/mcs2016.pdf).

5 Roskill Report on magnesium compounds, 2013, 12th edition. roskill.com/product/magnesium-compounds-and-chemicals-global-industry-markets-outlook-12th-edition-2013.

6 Department of Finance, Government of Western Aus-tralia. 2016. “Electricity Generation in Western Australia.” www.finance.wa.gov.au/cms/Public_Utilities_Office/Energy_in_Western_Australia/Electricity/Generation.aspx.

7 Ecoinvent Center. 2014. Ecoinvent Version 3.1. www.ecoinvent.org.

8 EPA. 2015. Inventory of U.S. Greenhouse Gas Emissions and Sinks: 1990-2013—Industrial Processes and Product Use.

9 ESAPA. 2004. IPPC BaT Reference Document—Large Volume Solid Inorganic Chemicals Family—Process Brief for Soda Ash, European Soda Ash Producers Association.

10 ISO 14040:2006. Environmental Management—Life Cycle Assessment—Principles and Framework.

11 ISO 14044:2006. Environmental Management—Life Cycle Assessment—Requirements and Guidelines.

12 US Geological Survey, Minerals Yearbook, 2015—Magnesium compounds, minerals.usgs.gov/minerals/pubs/commodity/magnesium/myb1-2015-mgcom.pdf.

13 US Geological Survey, Magnesium Compounds, 2016 Summary, minerals.usgs.gov/minerals/pubs/commodity/magne-sium/mcs-2016-mgcom.pdf.

14 Keyword search on alibaba.com: Hydrated magnesium carbonate (www.alibaba.com/trade/search?fsb=y&IndexArea=product_en&CatId=&SearchText=HYDRATED+MAGNESIUM+CARBONATE).

4.11 FINANCIAL POSITION

The Company’s financial statements are set out in Section 6. These include pro forma financial informa-tion, the interim financial report for the half-year ended 31 December 2016, and the financial report for the period 23 July 2015 to 30 June 2016.

Since incorporation, the Company has been carrying out research only, and has not commenced operations. It has not made any sales since incorporation and does not expect to make any sales until a commercial processing plant is in operation.

The accounts showing the financial performance for the period 23 July 2015 to 30 June 2016 and the balance sheet as at 30 June 2016 shown in Section 6 will not be indicative of the future financial performance of the Company. The expenditure of the Company in the current and future years will be significantly different to the expenditure shown in these accounts. The type of expenditure to be incurred in the future by the Company is set out in Section 3.4.

EcoMag’s business is based on recovering valuable magnesium-based materials from the waste streams of solar salt operations, such as those shown here at Shark Bay in Western Australia. Photo credit: Simon Butterworth.

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5.1 DIRECTORS

5.1.1 Anthony CrimminsEx E c u t i v E ch a i r m a n

Anthony (Tony) Crimmins has been actively involved in the development of numerous start-up companies currently listed on ASX, including BluGlass Lim-ited, Jatenergy Limited and Abundant Produce Limited. He was fundamental in identifying projects and businesses that could be successfully listed, particularly in ‘breakthrough’ businesses. Tony worked for six years as an environmental engineer and business development manager in Asia. He has previously worked as a general and project manager, and in commercialisation of technology-based products and services. Mr Crimmins is currently the Executive Chairman of Jatenergy Limited (ASX: JAT) and the Chief Executive Officer of Abundant Produce Limited (ASX: ABT). Mr Crimmins is a director and shareholder of TTG and Ecolithium Technology Pty Limited.

5.1.2 Tam TrantE c h n i c a l D i r E c to r

Tam Tran worked for BHP Research for seven years and was a key member of a team developing a process for producing battery-grade electrolytic manganese dioxide. He then joined the University of New South Wales in 1987. He was Professor in Minerals Process Engineering and Director of the Centre for Miner-als Engineering until 2007, when he left for Asia to work in mineral development projects on behalf of LG International. He is now Professor in Energy and Resources Engineering at Chonnam National University, South Korea. Mr Tran is a director and shareholder of TTG and Ecolithium Technology Pty Limited.

5.1.3 Shanan BirkinEx E c u t i v E D i r E c to r

Shanan Birkin has over 20 years’ experience as an executive assistant, personal assistant, office manager, bookkeeper and administration manager for various large international corporations and small businesses. She has experience in managing administration teams, human resources, implementing policies and procedures (in-cluding WHS), setting up business systems, project management and cost control. For the past 14 years she has worked closely with accounting and management systems, and has run various management projects.

5 DIRECTORS, MANAGEMENT AND CORPORATE GOVERNANCE


5.2 MANAGEMENT TEAM

The management team of EcoMag comprises:

• Anthony Crimmins—Executive Chairman (see Sec-tion 5.1.1 above);

• Tam Tran—Technical Director (see Section 5.1.2 above);

• Shanan Birkin—Director and Administration Man-ager (see Section 5.1.3 above);

• Graeme Hogan—Company Secretary and Chief Financial Officer (see Section 5.2.1 below);

• Shaun Triner—General Manager, Western Australia (see Section 5.2.2 below);

• Michael Braaksma—Project Manager (see Section 5.2.3 below);

• Myong Jun Kim—Technical Consultant, Chemical Engineering (see Section 5.2.4 below);

• David Roche—Technical Consultant, Solar Engi-neering (see Section 5.2.5 below); and

• Götz Bickert—Technical Consultant, Process Engi-neering (see Section 5.2.6 below).

5.2.1 Graeme Hoganco m pa n y SE c r E ta r y a n D ch i E f f i n a n c i a l of f i c E r

Graeme Hogan has over 20 years’ experience as com-pany secretary of both listed and unlisted companies. He has worked in the resources industry for over 30 years, working with companies across a range of commodities, including iron ore, coal, industrial minerals and copper/gold. He is currently the Company Secretary of Jaten-ergy Limited and Abundant Produce Limited, and the Chief Financial Officer of Atlantic Gold NL.

5.2.2 Shaun TrinerGE n E r G a l ma n aG E r—WE St E r n au S r ta l i a

Shaun Triner is a highly experienced technical profes-sional with solid business acumen and a deep under-standing of the success factors required in business activities. He has experience in a variety of commodities including salt, gypsum, wood panels, iron ore, gold and water. With over 30 years in the resource industry, cover-ing operational, technical, compliance and customer support roles, Shaun brings an ability to link all parts of the business in a way that maximises value.

5.2.3 Michael Braaksmapr o j E c t ma n aG E r

Michael Braaksma is a mineral processing profes-sional with over 21 years of diverse experience in operational, design, manufacturing, commissioning, business development and consulting roles. He has been involved in processing of a range of commodities including gold, silver, base metals, diamonds, coal and industrial gases. He is a results-driven engineer in design, evaluation and operational roles. His particular expertise includes copper and precious metals hydrometallurgy, pre-concentration methods, gravity separation, and modularisation of designs.

5.2.4 Myong Jun KimtE c h n i c a l co n S u lta n t (ch E m i c a l En G i n E E r i n G)

Myong Jun Kim is a currently a Professor at Chonnam National University in Korea. He has codeveloped patented processes for magnesium recovery from concentrated brines and manganese processing from iron–manganese fumes.

Professor Kim is currently working on process development projects with a number of large Korean companies, including Korea Resources, Dong Bu Metals and Auto Industrial Co, and has been instrumental in negotiations for technology transfer to these companies.


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5.2.5 David RochetE c h n i c a l co n S u lta n t (So l a r En G i n E E r i n G)

David Roche is an engineer, consultant and company di-rector. He assists small and medium enterprises across a broad range of industries with technology development and commercialisation by providing business planning, research, analysis and technical communication services.

Mr Roche has extensive expertise in the design, con-struction and performance of energy systems using photovoltaic (solar cell) technology. He has previously worked at the University of New South Wales, where he successfully project managed a production line for the world’s most efficient solar cells, developed and lectured courses in photovoltaics, and facilitated growth in external funding.

5.2.6 Götz BickerttE c h n i c a l co n S u lta n t (pr o c E S S En G i n E E r i n G)

Götz Bickert is a globally-recognised solid–liquid separa-tion expert with 20 years of extensive industrial, R&D, education and consulting experience. He graduated from the University of Karlsruhe in Germany, specialising in solid–liquid separation. He worked as a Senior Lecturer in Chemical Engineering at UNSW.

Mr Bickert is highly experienced in equipment and proc-ess development, selection, design, fabrication, assembly, commissioning, troubleshooting and after-sales service of key capital separation equipment. He holds extensive training and education experience.

5.3 CORPORATE GOVERNANCE

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined below.

The Company has adopted the Principles of Corporate Governance and Recommendations (Third Edition) published by ASX Corporate Governance Council unless disclosed below.

As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be given further consideration.

5.3.1 Board of Directors

The Board of Directors is responsible for the corporate governance of the consolidated entity. It monitors the business affairs of the Company on behalf of share-holders by whom they are elected and to whom they are accountable.

The Executive Chairman is responsible for conducting the affairs of the Company under delegated authority from the Board and implementing the policies and strategies set by the Board. In carrying out his responsi-bilities, the Executive Chairman will report to the Board in a timely manner and ensure all reports to the Board present a true and fair view of the Company’s financial position and operating results.

5.3.2 Composition of the Board

The composition of the Board shall be determined in accordance with the following principles and guidelines:

(a) The Board shall comprise at least three Directors, increasing where additional expertise is considered desirable in certain areas; and

(b) Directors shall bring characteristics that allow a mix of qualifications, skills and experience.

While there is currently no formal review process in place, the performance of all Directors is informally reviewed by the Executive Chairman in order to ensure that the Board continues to discharge its responsibilities in an appropriate manner. Directors whose performance


is unsatisfactory may be asked to retire.

The Board currently comprises three directors. The skills, experience and expertise relevant to the position of each Director who is in office at the date of this Prospectus is detailed in Section 5.1 above.

The structure of non-executive Directors’ remunera-tion will be clearly distinguished from that of executive Directors (if any) and senior executives.

5.3.3 Performance evaluation and communication to Shareholders

The Board aims to ensure that the Shareholders, on behalf of whom they act, are informed of all informa-tion necessary to assess the performance of all Direc-tors. Information is communicated to the Shareholders through:

(a) the Annual Report, which is distributed to all Share-holders;

(b) the Annual General Meeting and other meetings called to obtain approval for Board action as appro-priate; and

(c) all public announcements and associated documents, which are made available on the Company website at ecomagnesium.com.

5.3.4 The role of Shareholders

The Board aims to ensure that the Shareholders are informed of all major developments affecting the consolidated entity’s state of affairs:

(a) Proposed major changes in the consolidated entity that may impact on share ownership rights are sub-mitted to a vote of Shareholders.

(b) Notices of all meetings of Shareholders are made available to Shareholders.

(c) The Board encourages full participation of Share-holders at the Annual General Meeting to ensure a high level of accountability and identification with the consolidated entity’s strategy and goals. Impor-tant issues are presented to the Shareholders as single resolutions.

(d) The Shareholders are requested to vote on the ap-pointment and aggregate remuneration of Directors, the granting of options and shares and changes to the Constitution. Copies of the Constitution are available to any Shareholder who requests it.

(e) The External Auditor is to attend the Annual Gen-eral Meeting and is available to answer Shareholder questions about the conduct of the audit and the preparation and content of the Auditor’s report.

5.3.5 Audit committee

The Board holds the responsibilities of the audit com-mittee.

5.3.6 Internal control framework

The Board acknowledges that it is responsible for the overall internal control framework but recognises that no cost-effective internal control system will preclude all errors and irregularities. The Board believes that the current cost control framework to be suitable to the Company’s current operations. There is no internal audit function as the cost would significantly outweigh the benefits.

The Executive Chairman, together with the Chief Financial Officer, is delegated the task of implementing internal controls to identify and manage risks for which the Board provides oversight.

5.3.7 Trading policy

The Company’s policy regarding Directors and em-ployees trading in its securities is set by the Board. The policy restricts Directors and employees from acting on material information until it has been released to the market and adequate time has been given for this to be reflected in the price of the Company’s securities.

5.3.8Conflictofinterest

In accordance with the Corporations Act and the Company’s Constitution, the Directors must keep the Board advised on an ongoing basis of any interest that could potentially conflict with those of the Company.


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5.3.9 Independent professional advice

Each Director will have the right to seek independent professional advice at the Company’s expense. However, prior approval of the Executive Chairman will be required, which will not be unreasonably withheld.

5.3.10 Business risk management

The Board will monitor and receive advice on areas of operational and financial risk, and consider strategies for appropriate risk management arrangements.

Specific areas that were initially identified and which will be regularly considered by the Board meetings include foreign currency fluctuations, performance of activities, human resources, the environment and continuous disclosure obligations.

5.3.11 Ethical standards

The Board’s policy is for all Directors and management to conduct themselves with the highest ethical standards. All Directors and employees will be expected to act with integrity and objectivity, striving at all times to enhance the reputation and performance of the consolidated entity.

The Company has a Diversity Policy in place which provides a framework for establishing measurable objec-tives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them.

5.3.12 Other information

Further information relating to the Company’s corporate governance practices and policies can be obtained from the Company upon request.

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6A PRO FORMA FINANCIAL INFORMATION

This proforma financial information has been prepared by the Directors for inclusion in this Prospectus relating to the issue of 4,000,000 Shares at an issue price of $0.50 to raise a total of at least $2,000,000. The Company may also accept oversubscriptions of up to a further 2,000,000 ordinary Shares at an issue price of $0.50.

The pro forma statement of financial position has been prepared with historical information based on the statement of financial position as at 31 December 2016 as reported in the interim financial statements as at 31 December 2016 (see Section 6B) and included in this Prospectus adjusted to include funds raised by the Prospectus.

Proformastatementoffinancialposition.

As at 31 Dec 2016

Pro forma transactions

Pro forma as at 31 Dec 2016

($) ($) ($)ASSETS

Current assetsCash and cash equivalents 1,100,059 1,968,900 3,068,959Trade and other receivables 21,049 – 21,049Total current assets 1,121,108 1,968,900 3,090,008

Non-current assetsProperty, plant and equipment 78,182 – 78,182Intangibles 1,355,932 – 1,355,932Total non-current assets 1,434,114 – 1,434,114

TOTAL ASSETS 2,555,222 1,968,900 4,524,122

LIABILITIES

Current liabilitiesTrade and other payables 53,579 – 53,579Total current liabilities 53,579 – 53,579

TOTAL LIABILITIES 53,579 – 53,579

NET ASSETS 2,501,643 1,968,900 4,470,543

EQUITYContributed equity 3,075,021 1,968,900 5,043,921(Accumulated losses)/retained earnings (573,378) – (573,378)TOTAL EQUITY 2,501,643 1,968,900 4,470,543


6A PRO FORMA FINANCIAL INFORMATION

The proforma financial information has been prepared for illustrative purposes to reflect the position of EcoMag Limited on the assumption the Company issued 4,000,000 ordinary fully paid Shares for $0.50 per Share pursuant to this Prospectus. Prospectus costs are estimated to be $31,100 as reported in Section 9.6 of this Prospectus.

Cash and cash equivalents.

As at 31 Dec 2016



($) ($) ($)Cash and cash equivalentsCash at bank 1,100,059 – 1,100,059Issue of 4,000,000 ordinary Shares pursuant to this Prospectus – 2,000,000 2,000,000Prospectus issue costs (see Section 9.6) – (31,100) (31,100)Total cash and cash equivalents 1,100,059 1,968,900 3,068,959

The effect of the oversubscriptions has not been accounted for. In the event of oversubscriptions occurring, the Company’s total raising would fall between the Minimum Subscription of $2,000,000 and the Maximum Subscription of $3,000,000, and the pro forma cash balance would be increased to the extent of the oversubscription (adjusted for any increase in prospectus issue costs arising from the oversubscription).

Contributed equity.

As at 31 Dec 2016



($) ($) ($)Contributed equityBalance as at 31 December 2016 3,075,021 – 3,075,021Issue of 4,000,000 ordinary Shares pursuant to this Prospectus – 2,000,000 2,000,000Prospectus issue costs (see Section 9.6) – (31,100) (31,100)Total contributed equity 3,075,021 1,968,900 5,043,921

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A sample of hydrated magnesium carbonate recovered from Pilbara bitterns by EcoMag researchers.


6B INTERIM FINANCIAL REPORT (31 DECEMBER 2016)

DIRECTORS’ REPORTYour Directors present their report on the Company (re-ferred to herein as EcoMag or the Company) (formerly known as EcoMag Pty Limited) for the half-year ended 31 December 2016.

GENERAL INFORMATION

1. PRINCIPAL ACTIVITIES

The principal activity of the Company is the commercial application of a process, which it intends will allow the Company to recover magnesium-based materials from bitterns. Bitterns are a waste product from salt opera-tions with little current commercial value.

2. DIRECTORS

The following persons were directors of EcoMag Limited during or since the end of the financial year up to the date of this report:

Director Position DatesAnthony Crimmins

Executive Chairman

Appointed 23 July 2015

Tam Tran Technical Director

Appointed 18 August 2015

Shanan Birkin Executive Director


3. REVIEW OF OPERATIONS

The Company made a net loss after tax of $321,851 (2015: loss of $42,922) for the half-year ended 31 December 2016.

During the half-year, EcoMag’s management team was expanded, including the appointment of Shaun Triner as General Manager for Western Australia.

4. SIGNIFICANT EVENTS SINCE THE END OF THE FINANCIAL YEAR

In March 2017, the Company issued 580,000 ordinary fully paid Shares to raise $45,000. 500,000 Shares were issued at $0.05 per Share and 80,000 were issued at $0.25 per Share.

No other matter or circumstance has arisen since 30 June 2016 that has significantly affected, or may significantly affect:

(a) the Company’s operations in future financial years;

(b) the results of those operations in future financial years; or

(c) the Company’ state of affairs in future financial years.

5. AUDITOR’S INDEPENDENCE DECLARATION

The lead auditor’s independence declaration for the half year ended 31 December 2016 has been received and can be found on page 38 of the interim financial report.

This report is made in accordance with a resolution of the Board of Directors.

Anthony CrimminsDi r E c to r

Dat E D 28 ma r c h 2017

Bentleys NSW Audit Pty Ltd

Level 10, 10 Spring StreetSydney NSW 2000Australia

ABN 49141 611 896T +61 2 9220 0700F +61 2 9220 [email protected]

EcoMag Limited (formerly EcoMag Pty Limited)

Auditors Independence Declaration under Section 307C of the Corporations Act 2001 to the Directors of EcoMag Ltd (formerly EcoMag Pty Limited)

I declare that, to the best of my knowledge and belief, during the year ended 31 December 2016, there havebeen:

(i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and

(ii) no contraventions of any applicable code of professional conduct in relation to the audit.

Robert Evett BENTLEYS NSW AUDIT PTY LTDDirector Chartered AccountantSydney

28 March 2017

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I declare that, to the best of my knowledge and belief, during the year ended 31 December 2016, there havebeen:




28 March 2017

37THIS IS A REPLACEMENT PROSPECTUS DATED 3 MAY 2017. IT REPLACES A PROSPECTUS DATED 30 MARCH 2017 RELATING TO SHARES OF ECOMAG LIMITED.


FINANCIAL STATEMENTS

Statementofprofitorlossandothercomprehensiveincomeforthehalfyearended31December2016.*

2016 2015†

($) ($)RevenueGain on foreign exchange movements 29,390 –

Consultancy expenses (268,600) (24,918)Directors’ fees (28,000) –Audit review fees (4,000) –Travel & conference expenses (26,327) (7,002)Occupancy expenses (7,500) –Loss on foreign exchange movements – (9,834)Other expenses (16,813) (1,168)(Loss) before income tax (321,851) (42,922)

Income tax expense – –(Loss) for the year (321,851) (42,922)

Loss per share for loss attributable to the ordinary equity holders of the companyBasic (loss) per share ($0.005) ($0.001)Diluted (loss) per share ($0.005) ($0.001)* Theabovestatementofprofitorlossandothercomprehensiveincomeshouldbereadinconjunctionwiththeaccompanying

notes.† Thereportedfiguresfor2015aretheperiod23July2015(thedateofincorporation)to31December2015.


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Statementoffinancialpositionasat31December2016.*

Notes 31 Dec 2016 30 Jun 2016

($) ($)ASSETS

Current assetsCash and cash equivalents 1,100,059 266,948Trade and other receivables 21,049 29,593Total current assets 1,121,108 296,541

Non-current assetsProperty, plant and equipment 78,182 43,000Intangibles 1,355,932 1,355,932Total non-current assets 1,434,114 1,398,932

TOTAL ASSETS 2,555,222 1,695,473

LIABILITIES

Current liabilitiesTrade and other payables 53,579 1,275,360Total current liabilities 53,579 1,275,360

TOTAL LIABILITIES 53,579 1,275,360

NET ASSETS 2,501,643 420,113

EQUITYContributed equity 2 3,075,021 671,641(Accumulated losses)/retained earnings (573,378) (251,527)TOTAL EQUITY 2,501,643 420,113* Theabovestatementoffinancialpositionshouldbereadinconjunctionwiththeaccompanyingnotes.



Consolidated statement of changes in equity for the period 23 July 2015 to 31 December 2016.*

Contributed equity

Retained earnings

Total

($) ($) ($)

Balance at 23 July 2015 – – –

Loss for the year – (42,922) (42,922)Total comprehensive income – (42,922) (42,922)

Issue of capital 217,982 – 217,982Balance as at 31 December 2015 217,982 (42,922) 175,060

Balance at 1 July 2016 671,641 (251,527) 420,114

Loss for the year – (321,851) (321,851)Total comprehensive income – (321,851) (321,851)Issue of capital 2,403,380 – 2,403,380Balance at 31 December 2016 3,075,021 (573,378) 2,501,643* The above statement of changes in equity should be read in conjunction with the accompanying notes.

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Consolidatedstatementofcashflowsforthehalfyearended31December2016.*

2016 2015†

($) ($)

Cashflowsfromoperatingactivities

Payments to suppliers and employees (336,138) (16,333)

Netcash(outflow)/Inflowfromoperatingactivities (336,138) (16,333)

Cashflowsfrominvestingactivities

Payments for property, plant and equipment (35,182) (43,000)

Payments for research and development (1,190,949) (145,428)

Netcashinflow/(outflow)frominvestingactivities (1,226,131) (188,428)

Cashflowsfromfinancingactivities

Proceeds from issues of shares 2,403,380 217,982

Proceeds of loans from other companies – 15,198

Repayment of loans to other companies – (198)

Advances from shareholders (8,000) –

Netcashinflowfromfinancingactivities 2,395,380 232,982

Net increase in cash and cash equivalents 833,111 28,221

Cashandcashequivalentsatthebeginningofthefinancialyear 266,948 –

Cash and cash equivalents at end of year 1,100,059 28,221

* Theabovestatementofcashflowsshouldbereadinconjunctionwiththeaccompanyingnotes.† Thereportedfiguresfor2015aretheperiod23July2015(thedateofincorporation)to31December2015.


NOTES TO FINANCIAL STATEMENTSFOR THE HALF YEAR ENDED 31 DECEMBER 2016

EcoMag Limited (the Company) is a company incorporated on 23 July 2015 as EcoMag Pty Limited. It changed its name to EcoMag Limited on 6 October 2016. This is its first interim reporting period.

The Company is a company limited by shares incorpo-rated in Australia whose shares are not quoted on any securities exchange. The address of its registered office and principal place of business is Suite 6.08, Level 6, 55 Miller Street, Pyrmont NSW 2009.

The financial statements were authorised for issue by the Board of Directors on 28 March 2017.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

These general purpose interim financial statements for the half year reporting period ended 31 December 2016 have been prepared in accordance with the requirements of the Corporations Act 2001 and AASB 134 Interim Financial Reporting. The Company is a for-profit entity for financial reporting purposes under Australian Ac-counting Standards.

This interim financial report is intended to provide users with an update on the latest financial statement of EcoMag Limited. As such, it does not contain informa-tion that represents relatively insignificant changes occurring during the half-year within the Company. It is therefore recommended that this financial report be read in conjunction with the annual financial statements of the Company for the period 23 July 2015 ending 30 June 2016, together with any public announcements made during the following half-year.

(b) Going concern basis of accounting

The financial statements have been prepared on a going concern basis. The Company has incurred an operating loss for the half-year of $321,851 and has negative cash flows from operating activities of $336,138. The


Company raised $2,403,380 in equity during this report-ing period. The Company has $1,100,059 in cash at 31 December 2016 and believes it is able to raise sufficient equity in the view of the Directors to meet the outgo-ings of the Company and to enable it to pay its debts as and when they fall due over the next 12 months from the date of this report. Therefore, the Directors consider that the going concern basis is appropriate.

(c) Comparativefigures

As this is the first interim reporting period, the compara-tive figures are for the period 23 July 2015 (the date of incorporation) to 31 December 2015.

(d) Reporting basis and conventions

The half-year report has been prepared on an accruals basis and is based on historical costs.

(e) Estimates

When preparing the interim financial statements, man-agement undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assump-tions made by management, and will seldom equal the estimated results.

The judgements, estimates and assumptions applied in the interim financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Company’s last annual financial statements for the year ended 30 June 2016.

2. CONTRIBUTED EQUITY

31 Dec 2016

30 Jun 2016

($) ($)Share capitalOrdinary Shares71,629,132 (June 2016—54,480,372) fully paid shares 3,075,021 671,641Total share capital 3,075,021 671,641

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55 Miller Street PYRMONT NSW 2009

DIRECTORS’ DECLARATION

In the Directors’ opinion:

(a) the financial statements and notes, as set out on pages 39–44, are in accordance with the Corpora-tions Act 2001, including:

(i) complying with Accounting Standard 134 Interim Financial Reporting, the Corporations Regula-tions 2001 and other mandatory professional reporting requirements; and

(ii) giving a true and fair view of the financial posi-tion as at 31 December 2016 and of the per-formance for the half-year ended on that date; and

(b) there are reasonable grounds to believe that the com-pany will be able to pay its debts as and when they become due and payable.



3. OPERATING SEGMENT

Currently the Directors view the financial perform-ance of the Company on a total basis and have not yet defined operating segments. The Company’s core activity is the development and production of magnesium for sale and it operates from one location, being Australia.

4. CONTINGENT LIABILITIES

The Company does not have any contingent liabilities as at 31 December 2016.

5. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

In March 2017, the Company issued 580,000 ordinary fully paid Shares to raise $45,000. 500,000 Shares were issued at $0.05 per Share and 80,000 Shares were issued at $0.25 per Share.

No other matter has arisen since 31 December 2016 that has significantly affected, or may significantly affect, the Company’s operations in future financial years, the results of those operations in future financial years or the Company’s state of affairs in future financial years.

6. RELATED PARTY TRANSACTIONS

During the half-year ended 31 December 2016 there were no significant changes to the related party transac-tions to those disclosed in the 30 June 2016 annual report.

7. COMPANY DETAILS

The registered office of company is:

EcoMag Limited Suite 6.08, Level 6 55 Miller Street PYRMONT NSW 2009

The principal place of business is:

EcoMag Limited Suite 6.08, Level 6






EcoMag Limited (formerly known as EcoMag Pty Limited)

Independent Audit Report to the members of EcoMag Limited (formerly EcoMag Pty Limited)Report on the half-year Financial Report

We have reviewed the accompanying half year financial report of EcoMag Limited (formerly EcoMag Pty Limited), whichcomprises the statement of financial position as at 31 December 2016, the statement of profit or loss and othercomprehensive income, statement of changes in equity and statement of cash flows for the half year then ended, notescomprising a summary of significant accounting policies and other explanatory information, and the directors' declaration.

Directors' Responsibility for the Financial Report

The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as thedirectors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view andis free from material misstatement, whether due to fraud or error.

In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements,that the financial statements comply with International Financial Reporting Standards.

Auditor's Responsibility

Our responsibility is to express a conclusion on the financial report based on our review. We conducted our review inaccordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by theIndependent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have becomeaware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001including: giving a true and fair view of the Company's financial position as at 31 December 2016 and its performance for thehalf-year ended on that date; and complying with Accounting Standard MSB 134 Interim Financial Reporting and theCorporations Regulations 2001. As the auditor of the Consolidated Entity, ASRE 2410 requires that we comply with theethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial andaccounting matters, and applying analytical and other review procedures. A review is substantially less in scope than anaudit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurancethat we would become aware of all significant matters that might be identified in an audit. Accordingly we do not express anaudit opinion.


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Independent Audit Report to the members of EcoMag Limited (formerly Ecomag Pty Limited)

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirmthat the independence declaration required by the Corporations Act 2001, which has been given to the directors of EcoMagLimited (formerly EcoMag pty Limited), would be in the same terms if given to the directors as at the time of this auditor'sreport.

Opinion

In our opinion:

(a) the financial report of EcoMag Limited (formerly EcoMag Pty Limited) is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the company's financial position as at 30 June 2016 and of its performance for the period ended on that date; and

(ii) complying with Australian Accounting Standards to the extent described in Note 1, and the Corporations Regulations 2001; and

(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.


28 March 2017


46 THIS IS A REPLACEMENT PROSPECTUS DATED 3 MAY 2017. IT REPLACES A PROSPECTUS DATED 30 MARCH 2017 RELATING TO SHARES OF ECOMAG LIMITED.A channel by which Pilbara bitterns, containing valulable magnesium-based materials, are currently discarded to sea.

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6C ANNUAL REPORT (30 JUNE 2016)

DIRECTORS’ REPORTYour Directors present their report on the Company (referred to herein as EcoMag or the Company) (formerly known as EcoMag Pty Limited) for the period ended 30 June 2016.

GENERAL INFORMATION

1. PRINCIPAL ACTIVITIES

The principal activity of the Company is the commercial application of a process, which it intends will allow the Company to recover magnesium-based materials from bitterns. Bitterns are a waste product from salt opera-tions with little current commercial value.

2. OPERATING AND FINANCIAL REVIEW

The Company made a net loss after tax of $251,527 for the period 23 July 2015 to 30 June 2016.

The Directors of EcoMag can report that, from incor-poration until 30 June 2016, the Company completed its due diligence on the technology presented by TTG, through 12 months of laboratory testing at Chonnam National University (CNU) in South Korea. The material used for this testing was taken from a bittern waste stream found at a salt production site in the Pilbara.

A full licence for the CNU technology was signed between CNU and EcoMag, allowing the Company exclusive use of the technology in Australia.

The results of laboratory testing have allowed EcoMag to prepare initial engineering concept studies to deter-mine the cost of building and operating a magnesium recovery plant. Extensive market analysis was completed to determine the prices of potential products and the size of the markets for these products. Using cashflow modelling, the potential value of the business was assessed and verified by independent accountants Hall Chadwick Corporate (NSW) Limited.

EcoMag has also completed a Life Cycle Analysis (LCA) in collaboration with the German Aerospace Centre (DLR), which shows EcoMag’s process has the potential to produce magnesium products with a lower carbon footprint than conventionally-produced materials.

To enable further improvements to its process and reduce both capital and operating costs, EcoMag has signed an annual laboratory consulting contract with CNU.

EcoMag’s management team has been expanded, including the appointment of Shaun Triner as General Manager for Western Australia.

3. DIRECTORS

The following persons were directors of EcoMag Limited during or since the end of the financial period up to the date of this report:

Director Position DatesAnthony Crimmins

Executive Chairman

Appointed 23 July 2015

Tam Tran Technical Director


Shanan Birkin Executive Director


George Sim Executive Director & Company Secretary

Appointed 23 July 2015, Resigned 15 May 2016


4. INFORMATION RELATING TO DIRECTORS AND COMPANY SECRETARY

Anthony (Tony) Crimmins—Executive Chairman

Experience—Anthony (Tony) Crimmins has been ac-tively involved in the development of numerous start-up companies currently listed on ASX, including BluGlass Limited, Jatenergy Limited and Abundant Produce Limited. He was fundamental in identifying projects and businesses that could be successfully listed, particularly in ‘breakthrough’ businesses. Mr Crimmins worked for six years as an environmental engineer and business development manager in Asia. He has previously worked as a general and project manager, and in commercialisa-tion of technology-based products and services.

InterestinSharesandOptions—22,375,002 ordinary fully paid Shares. 20,000,002 Shares are held by TTG Resource Technologies Pty Limited, of which Mr Crim-mins is a director and shareholder.

Directorshipsheldinotherlistedentitiesduringthethreeyearspriortothecurrentyear—Current Chief Executive Officer and Executive Director of Abundant Produce Limited (ASX code: ABT) and Executive Chairman of Jatenergy Limited (ASX code: JAT). In the last three years he was a director of Welcome Stranger Mining Limited, resigning 7 September 2015.

Tam Tran—Executive and Technical Director

Experience—Tam Tran worked for BHP Research for seven years and was a key member of a team develop-ing a process for producing battery-grade electrolytic manganese dioxide. He then joined the University of New South Wales in 1987. He was Professor in Mineral Process Engineering and Director of the Centre for Minerals Engineering until 2007, when he left for Asia to work in mineral development projects on behalf of LG International. He is now Professor in Energy and Resources Engineering at Chonnam National University, Korea.

InterestinSharesandOptions—21,775,002 ordinary fully paid shares. 20,000,002 shares are held by TTG

Resource Technologies Pty Limited, of which Mr Tran is a director and shareholder.

Directorshipsheldinotherlistedentitiesduringthethreeyearspriortothecurrentyear—Nil

Shanan Birkin—Executive Director

Experience—Shanan Birkin has over 20 years’ experi-ence as an executive assistant, personal assistant, office manager, bookkeeper and administration manager for various large international corporations and small businesses. She has experience in managing administra-tion teams, human resources, implementing policies and procedures (including WHS), setting up business systems, project management and cost control. For the past 14 years she has worked closely with accounting and management systems, and has run various management projects.

InterestinSharesandOptions—600,000 ordinary fully paid shares


George Sim—Executive Director and Company Secretary, appointed 23 July 2015 and resigned 15 May 2016

Experience—George Sim is a Chartered Accountant who qualified in Scotland in 1977. He has over 10 years’ experience working in corporate advisory. He has been involved in a number of recapitalisations and has been involved in 12 companies’ listings on ASX.

InterestinSharesandOptions—Interest in 5,773,333 ordinary fully paid shares held in George Calder Sim and Susan Elizabeth Sim <Elm Super Fund Account>.


Graeme Hogan—Company Secretary

Experience—Mr Hogan was appointed on 18 August July 2015. He has over 20 years’ experience as Company Secretary and Chief Financial Officer of listed and unlisted companies. Mr Hogan is a FCPA and FGIA.


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5. DIRECTORS’ MEETINGS

There were no Directors’ meetings held during the year and all resolutions were passed by signed written circular resolutions.

At this stage, the Directors are of the view that all committee functions such as audit, remuneration and nomination committee functions will be dealt with by the full Board, rather than establish subcommittees of the Board to undertake these specific functions.

6. FINANCIAL RESULT

The cash and cash equivalents as at 30 June 2016 totalled $266,948. The net asset position as at 30 June 2016 was $420,113. The net loss after tax for the period attribut-able to the members of the Company was $251,527.

7. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There has been no other significant change in the state of affairs of the Company during the financial period, apart from the Company, which was incorporated on 23 July 2015 as EcoMag Pty Limited, changing its name to EcoMag Limited on 6 October 2016.

8. EVENTS SINCE THE END OF THE FINANCIAL PERIOD

During the six months to 31 December 2016, 17,198,760 Shares were issued to raise $2,403,380. The issues were:

• 8,434,000 Shares at an issue price of $0.25 to raise $2,108,500;

• 5,550,000 Shares at an issue price of $0.01 to raise $55,500;



• 240,000 Shares at an issue price of $0.025 to raise $6,000; and

• 4,760 Shares at an issue price of $0.50 to raise $2,380.

In March 2017, a further 580,000 shares were issued to raise $45,000. 500,000 Shares were issued at $0.05 and 80,000 Shares at $0.25.

No other matter or circumstance has arisen since 30 June 2016 that has significantly affected, or may significantly affect:

(a) the Company’s operations in future financial years; or


(c) the Company’s state of affairs in future financial years.

9. LIKELY FUTURE DEVELOPMENTS, PROSPECTS AND EXPECTED RESULTS OF OPERATIONS

The Directors remain focussed on development of magnesium production and sale thereof.

10. OPTIONS

There have been no options granted over unissued shares or interests of any controlled entity within the Company during or since the end of the reporting period.

11. DIVIDENDS PAID OR RECOMMENDED

No dividend has been paid during the period and no dividend is recommended for the period.

12. INDEMNIFYING OFFICERS

The Company has paid premiums to insure the Direc-tors and officers of the Company against liabilities incurred as a Director or officer to the extent permitted by the Corporations Act 2001. The contract of insur-ance prohibits disclosure of the nature of the liability and the amount of the premium.


13. PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.

The Company was not a party to any such proceedings during the period or as at the date of this report.

14. ENVIRONMENTAL REGULATIONS

The Company is not subject to any significant envi-ronmental regulations under either Commonwealth or State legislation. The Board is not aware of any breach of environmental requirements as they apply to the Company.

15. NON-AUDIT SERVICES

The Company may decide to engage the auditor on as-signments additional to their statutory audit roles where the auditor’s expertise and experience with the Company are important. There were no fees paid to the auditor during the period for non-audit services.


16. AUDITOR’S INDEPENDENCE DECLARATION

The lead auditor’s independence declaration for the period ended 30 June 2016 has been received and can be found on page 51 of this report.

This report is made in accordance with a resolution of the Board of Directors.



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I declare that, to the best of my knowledge and belief, during the year ended 30 June 2016, there have been:




28 March 2017



FINANCIAL STATEMENTS

Statementofprofitorlossandothercomprehensiveincomefortheperiod23July2015to30June2016.*

Notes 2016†

($) Revenue –

ExpensesConsultancy expenses (145,312)Directors’ fees (24,000)Audit fees 4 (7,000)Travel and conference expenses (51,058)Occupancy expenses (7,649)Low value asset write-offs (771)Loss on foreign exchange movements (9,834)Other expenses (5,903)Total expenses (251,527)

(Loss) before income tax (251,527)

Income tax expense 3 –(Loss) for the year (251,527)

Loss per share for loss attributable to the ordinary equity holders of the companyBasic (loss) per share 5 (0.006)Diluted (loss) per share 5 (0.006)* Theabovestatementofprofitorlossandothercomprehensiveincomeshouldbereadinconjunctionwiththeaccompanying

notes.† Thereportedfiguresfor2015arefortheperiod23July2015(thedateofincorporation)to31December2015.


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Statementoffinancialpositionasat30June2016.*

Notes 30 June 2016($)

ASSETS

Current assetsCash and cash equivalents 6 266,948Trade and other receivables 7 29,593Total current assets 296,541

Non-current assetsProperty, plant and equipment 8 43,000Intangibles 9 1,336,377Total non-current assets 1,379,377

TOTAL ASSETS 1,675,918

LIABILITIES

Current liabilitiesTrade and other payables 10 1,245,970Total current liabilities 1,245,970

TOTAL LIABILITIES 1,245,970

NET ASSETS 429,948

EQUITYContributed equity 11 671,641(Accumulated losses)/retained earnings (241,693)TOTAL EQUITY 429,948* Theabovestatementoffinancialpositionshouldbereadinconjunctionwiththeaccompanyingnotes.


Statement of changes in equity for the period 23 July 2015 to 30 June 2016.*

Contributed equity

Retained earnings

Total

($) ($) ($)

Balance at 11 August 2015 – – –

Loss for the year – (251,527) (251,527)

Total comprehensive income – (251,527) (251,527)

Issue of capital 671,641 – 671,641

Balance at 30 June 2016 671,641 (251,527) 420,113

* The above statement of changes in equity should be read in conjunction with the accompanying notes.

Statementofcashflowsfortheperiod23July2015to30June2016.*

Notes Total

($)

Cashflowsfromoperatingactivities

Payments to suppliers and employees (223,494)

Netcash(outflow)/Inflowfromoperatingactivities 13 (223,494)

Cashflowsfrominvestingactivities

Payments for property, plant and equipment (43,771)

Payments for research and development (145,428)

Netcashinflow/(outflow)frominvestingactivities (189,199)

Cashflowsfromfinancingactivities

Proceeds from issues of shares 671,641

Proceeds of loans from other companies 70,198

Repayment of loans to other companies (70,198)

Advances from shareholders 8,000

Netcashinflowfromfinancingactivities 679,641

Net increase in cash and cash equivalents 266,948

Cashandcashequivalentsatthebeginningofthefinancialyear –

Cash and cash equivalents at end of year 6 266,948

* Theabovestatementofcashflowsshouldbereadinconjunctionwiththeaccompanyingnotes.


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NOTES TO FINANCIAL STATEMENTSFOR THE PERIOD 23 JULY 2015 TO 30 JUNE 2016

EcoMag Limited (the Company) is a company incorporated on 23 July 2015 as EcoMag Pty Limited. It changed its name to EcoMag Limited on 6 October 2016. This is its first reporting period.

The Company is a company limited by shares incorpo-rated in Australia whose shares are not quoted on any securities exchange. The address of its registered office and principal place of business is Suite 6.08, Level 6, 55 Miller Street, Pyrmont NSW 2009.

The financial statements of the Company are for the period 23 July 2015 to 30 June 2016.

The financial statements were authorised for issue by the Board of Directors on 28 March 2017.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

These general purpose financial statements have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and International Financial Reporting Standards as issued by the International Accounting Standards Board. EcoMag Limited is a for-profit entity for financial reporting pur-poses under Australian Accounting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise.

Except for cash flow information, these financial state-ments have been prepared on an accruals basis and are based on historical costs, modified where applicable, by the measurement of fair value of selected non-current assets, financial assets and financial liabilities.

(b) Going concern basis of accounting

The financial statements have been prepared on a going concern basis. The Company has incurred an operating loss for the year of $251,527 and has negative cash flows from operating activities of $223,494. The Company raised $671,641 in equity during this reporting period and $2,403,380 since 30 June 2016. The Directors believe the Company will be able to in the future raise additional equity as required. Therefore, given the $266,948 in cash at the end of 30 June 2016 which in addition to the equity raised since 30 June 2016 and the ability to raise additional equity if required, should in the view of the Directors result in the Company being able to pay its debts as and when they fall due over the next 12 months from the date of this report. Therefore, the Directors consider that the going concern basis is appropriate.

(c) Income tax

The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income).

Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss.

Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their meas-urement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. With respect to non-depreciable


items of property, plant and equipment measured at fair value and items of investment property measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to invest-ments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recog-nised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where (i) a legally enforceable right of set-off exists; and (ii) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and set-tlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

(d) Fair value of assets and liabilities

The Company measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard.

Fair value is the price the Company would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e. unforced) transaction between independent, knowledgeable and willing market participants at the measurement date.

As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.

To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).

For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.

The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial state-ments.


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(e) Property, plant and equipment

Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses.

Plant and equipment

Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in profit or loss or as a revaluation decrease if the impair-ment losses relate to a revalued asset. A formal assess-ment of recoverable amount is made when impairment indicators are present (refer to Note 1(f) for details of impairment).

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the as-set’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are recognised as expenses in profit or loss during the financial period in which they are incurred.

Work-in-progress

Work in progress represents expenditure that is not yet complete but once complete will be capitalised as part of the cost of plant and equipment.

Depreciation

The depreciable amount of all fixed assets including buildings, but excluding freehold land, is depreciated on a straight-line basis over the asset’s useful life to the company commencing from the time the asset is held ready for use

The depreciation rates used for each class of depreciable assets are:

Classoffixedasset Depreciation rate(%)

Officeandcomputerequipment 100

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised in profit or loss in the period in which they arise. When revalued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retained earnings.

(f) Impairment of assets

At the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. The assessment will include the considera-tion of external and internal sources of information including dividends received from subsidiaries, associates or joint ventures deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount. Any excess of the asset’s car-rying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (e.g. in accordance with the revaluation model in AASB


116: Property, Plant and Equipment). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard.

Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Impairment testing is performed annually for intangible assets with indefinite lives and intangible assets not yet available for use.

(g) Intangibles assets

Licence fees

Expenditure paid to Chonnam National University of South Korea has been capitalised as an infinite life asset. The Licence Fee enables the Company to identify projects for the extraction of magnesium from the bit-terns of salt operations commencing with salt operations in Western Australia that are expected to deliver future economic benefits and these benefits can be measured reliably. Capitalised licence fee costs are stated at cost.

As the Licence Fee has an infinite useful life, it will not be amortised at this point of time.

(h) Leases

Lease payments for operating leases where substantially all the risks and benefits remain with the lessee are recognised as expenses in the period in which they are incurred.

(i) Cash and cash equivalents

Cash and cash equivalents include cash on hand, depos-its available on demand with banks, other short-term highly liquid investments with original maturities of six months or less, and bank overdrafts. Bank overdrafts are reported within borrowings in current liabilities on the statement of financial position.

(j) Revenue and other Income

Interest revenue is recognised using the effective interest method.

All revenue is stated net of the amount of goods and services tax.

(k) Trade and other receivables

Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receiva-bles are classified as non-current assets.

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment.

(l) Trade and other payables

Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.

(m) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the state-ment of financial position.


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Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.

(n)Comparativefigures

As this is the first reporting period there are no com-parative figures.

(o) Critical accounting estimates and judgements

The Directors evaluate estimates and judgements incor-porated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company.

Key estimates

(i) Impairment—general

The Company assesses impairment at the end of each reporting period by evaluating conditions and events specific to the Company that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using value-in-use calculations which incorporate various key assumptions.

No impairment has been recognised at the end of the reporting period.

Key judgements

(ii) Licence fee costs

The Directors have determined that licence fee costs should be capitalised as an intangible asset with an infinite life.

2. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS

Accounting Standards issued by the AASB that are not yet mandatorily applicable to the Company, together with an assessment of the potential impact of such pronouncements on the Company when adopted in future periods, are discussed.

(i) AASB 9: Financial Instruments and associated Amending Standards (applicable to annual reporting periods beginning on or after 1 January 2018)

The Standard will be applicable retrospectively (subject to the provisions on hedge accounting outlined below) and includes revised requirements for the classification and measurement of financial instruments, revised recognition and derecognition requirements for financial instruments and simplified requirements for hedge accounting.

The key changes that may affect the Company on initial application include certain simplifications to the classification of financial assets, simplifications to the accounting of embedded derivatives, upfront accounting for expected credit loss, and the irrevocable election to recognise gains and losses on investments in equity in-struments that are not held for trading in other compre-hensive income. AASB 9 also introduces a new model for hedge accounting that will allow greater flexibility in the ability to hedge risk, particularly with respect to hedges of non-financial items. Should the entity elect to change its hedge policies in line with the new hedge accounting requirements of the Standard, the application of such accounting would be largely prospective.

Although the directors anticipate that the adoption of AASB 9 may have an impact on the Company’s financial instruments, including hedging activity, it is impracticable at this stage to provide a reasonable estimate of such impact.


(ii) AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods beginning on or after 1 January 2018, as deferred by AASB 2015-8: Amendments to Australian Accounting Standards—Effective Date of AASB 15)

When effective, this Standard will replace the current accounting requirements applicable to revenue with a single, principles-based model. Except for a limited number of exceptions, including leases, the new revenue model in AASB 15 will apply to all contracts with customers as well as non-monetary exchanges between entities in the same line of business to facilitate sales to customers and potential customers.

The core principle of the Standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. To achieve this objective, AASB 15 provides the following five-step process:

• identify the contract(s) with a customer;

• identify the performance obligations in the contract(s);

• determine the transaction price;

• allocate the transaction price to the performance obligations in the contract(s); and

• recognise revenue when (or as) the performance obligations are satisfied.

The transitional provisions of this Standard permit an entity to either: restate the contracts that existed in each prior period presented per AASB 108: Accounting Policies, Changes in Accounting Estimates and Errors (subject to certain practical expedients in AASB 15); or recognise the cumulative effect of retrospective application to incomplete contracts on the date of initial application. There are also enhanced disclosure require-ments regarding revenue.

Although the directors anticipate that the adoption of AASB 15 may have an impact on the Company’s financial statements, it is impracticable at this stage to provide a reasonable estimate of such impact.

(iii) AASB 16: Leases (applicable to annual reporting periods beginning on or after 1 January 2019)

When effective, this Standard will replace the current ac-counting requirements applicable to leases in AASB 117: Leases and related Interpretations. AASB 16 introduces a single lessee accounting model that eliminates the requirement for leases to be classified as operating or finance leases.

The main changes introduced by the new Standard include:

• recognition of a right-to-use asset and liability for all leases (excluding short-term leases with less than 12 months of tenure and leases relating to low-value assets);

• depreciation of right-to-use assets in line with AASB 116: Property, Plant and Equipment in profit or loss and unwinding of the liability in principal and inter-est components;

• variable lease payments that depend on an index or a rate are included in the initial measurement of the lease liability using the index or rate at the com-mencement date;

• by applying a practical expedient, a lessee is permit-ted to elect not to separate non-lease components and instead account for all components as a lease; and

• additional disclosure requirements.

The transitional provisions of AASB 16 allow a lessee to either retrospectively apply the Standard to comparatives in line with AASB 108 or recognise the cumulative effect of retrospective application as an adjustment to opening equity on the date of initial application.

Although the directors anticipate that the adoption of AASB 16 will impact the Company’s financial state-ments, it is impracticable at this stage to provide a reasonable estimate of such impact.


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(iv) AASB 2014-3: Amendments to Australian Accounting Standards—Accounting for Acquisitions of Interests in Joint Operations (applicable to annual reporting periods beginning on or after 1 January 2016)

This Standard amends AASB 11: Joint Arrangements to require the acquirer of an interest (both initial and additional) in a joint operation in which the activity constitutes a business, as defined in AASB 3: Business Combinations, to apply all of the principles on business combinations accounting in AASB 3 and other Austral-ian Accounting Standards except for those principles that conflict with the guidance in AASB 11; and disclose the information required by AASB 3 and other Austral-ian Accounting Standards for business combinations.

The application of AASB 2014-3 will result in a change in accounting policies for the above described transac-tions, which were previously accounted for as acquisi-tions of assets rather than applying the acquisition method per AASB 3.

The transitional provisions require that the Standard should be applied prospectively to acquisitions of interests in joint operations occurring on or after 1 January 2016. As at 30 June 2016, management is not aware of the existence of any such arrangements that would impact the financial statements of the entity going forward and as such is not capable of providing a reasonable estimate at this stage of the impact on initial application of AASB 2014-3.

(v) AASB 2014-10: Amendments to Australian Accounting Standards—Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (applicable to annual reporting periods beginning on or after 1 January 2018, as deferred by AASB 2015-10: Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128)

This Standard amends AASB 10: Consolidated Financial Statements with regards to a parent losing control over a subsidiary that is not a ‘business’ as defined in AASB 3 to an associate or joint venture, and requires that:

• a gain or loss (including any amounts in other comprehensive income (OCI)) be recognised only to the extent of the unrelated investor’s interest in that associate or joint venture;

• the remaining gain or loss be eliminated against the carrying amount of the investment in that associate or joint venture; and

• any gain or loss from remeasuring the remaining investment in the former subsidiary at fair value also be recognised only to the extent of the unrelated in-vestor’s interest in the associate or joint venture. The remaining gain or loss should be eliminated against the carrying amount of the remaining investment.

The application of AASB 2014-10 will result in a change in accounting policies for transactions of loss of control over subsidiaries (involving an associate or joint venture) that are businesses per AASB 3 for which gains or losses were previously recognised only to the extent of the unrelated investor’s interest.

The transitional provisions require that the Standard should be applied prospectively to sales or contributions of subsidiaries to associates or joint ventures occurring on or after 1 January 2018. Although the directors anticipate that the adoption of AASB 2014-10 may have an impact on the Company’s financial statements, it is impracticable at this stage to provide a reasonable estimate of such impact.


3. INCOME TAX EXPENSE

2016($)

Reconciliation of income tax expense to prima facie tax payable:(Loss) before income tax (251,527)Prima facie tax at 30% (75,458)Tax losses and timing differences not brought to account 75,458Income tax expense –

Tax lossesUnused tax losses for the current year for which no deferred tax asset has been recognised 251,527Potentialtaxbenefitat30% 75,458

Utilisation of the above tax losses in future years is reliant on the Company meeting the prescribed tests under division 105A of the Income Tax Assessment Act 1997.

4. AUDITOR’S REMUNERATION

2016($)

Auditingorreviewingthefinancialstatements 7,000Total 7,000

5. EARNINGS PER SHARE

2016($)

Earnings used to calculate basic and diluted EPS (251,527)Weighted average number of ordinary shares outstanding during the year used in calculating basic and diluted EPS 39,760,575Basic and diluted earnings per share (0.006)

6. CASH AND CASH EQUIVALENTS

2016($)

Cash at bank and on hand 266,948Total 266,948

The effective interest rate on cash at bank was nil%.

7. TRADE AND OTHER RECEIVABLES

2016($)

Other receivables 29,593Total 29,593

(a) Credit risk

The Company has no significant concentration of credit risk with respect to any single counterparty or group of counterparties. The class of assets described as “trade and other receivables” is considered to be the main source of credit risk related to the Company.

On a geographical basis, the Company currently only has credit risk exposures in Australia.

The following table details the Company’s trade and other receivables exposed to credit risk with ageing analysis and impairment provided for thereon. Amounts are considered as “past due” when the debt has not been settled, with the terms and conditions agreed between the Company and the customer or counterparty to the transaction. Receivables that are past due are assessed for impairment by ascertaining solvency of the debtors and are provided for where there are specific circumstances indicating that the debt may not be fully repaid to the Company.


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8. PROPERTY, PLANT AND EQUIPMENT

2016($)

Capital—work in progress 43,000

OfficeequipmentCost 771Accumulated depreciation (771)Totalofficeequipment –

Total property, plant and equipment 43,000

9. INTANGIBLES—LICENCE FEE COSTS

2016($)

Licence fees—Chonnam National University 1,355,932Accumulated amortisation* –Total 1,355,932* Intangibleassets—licencefeecosts,haveinfiniteusefullives

and as such will not at this time be amortised.

10. TRADE AND OTHER PAYABLES

2016($)

Trade and other payables 1,267,360Advances from shareholders 8,000Total 1,275,360

11. CONTRIBUTED EQUITYNotes 2016

($)Share capital54,480,372 fully paid ordinary shares (b) 671,641Total share capital 671,641

(b) Movements in ordinary share capital2016 2016($) Number

At beginning of reporting period – –

Share issues during the year:23 July 2015 (incorporation) 402 40,000,00216 February 2016 placement @ $0.05) 158,019 3,160,3701 March 2016 placement @ $0.002 600 300,0001 March 2016 placement @ $0.025 212,500 8,500,00021 March 2016 placement @ $0.001 120 120,00024 March 2016 placement @ $0.125 300,000 2,400,000Closing balance 671,641 54,480,372

Gross Past due and Past due but not impaired (days overdue) Within initialamount impaired < 30 31–60 61–90 > 90 trade terms

($) ($) ($) ($) ($) ($) ($)Other receivables 29,593 – – – – – 29,593Total 29,593 – – – – – 29,593


13. CASH FLOW INFORMATION

Reconciliationofcashflowsfromoperatingactivitiestonetprofit(loss)aftertax 2016

($)(Loss) after tax (251,527)Non-cashflowsin(loss)/profit:Depreciation and amortisation 771Loss on foreign exchange movements 9,834Changes in assets and liabilities, net of the effect of purchase and disposal of subsidiaries(Increase)/decrease in trade and other receivables (29,593)Increase/(decrease) in trade and other payables 47,021Cashflowsfromoperatingactivities (223,494)

14. CONTINGENCIES

The Company had no contingent liabilities at year end.

15. RELATED PARTY TRANSACTIONS

(a) The Company’s main related parties are as follows:

(i) Key management personnel

Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity, are considered key management personnel.

For details of disclosures relating to key management personnel, refer to Note 7.

(ii) Other related parties

Other related parties include entities controlled by the ultimate parent entity and entities over which key management personnel have control.

(c) Ordinary shares

The Company does not have a limited amount of authorised capital.

Ordinary Shares entitle the holder to participate in divi-dends and the proceeds of winding up of the Company in proportion to the number of and amounts paid up on the Shares held and do not have a par value.

On a show of hands every holder of ordinary Shares present at a meeting in person or by proxy is entitled to one vote and upon a poll each Share is entitled to one vote.

(d) Capital risk management

Management controls the capital of the Company in order to generate long-term shareholder value and ensure that the Company can fund its operations and continue as a going concern. The Company currently has no borrowings.

The Company is not subject to any externally imposed capital requirements.

Management effectively manages the Company’s capital by assessing the Company’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the manage-ment of share issues.

There have been no changes in the strategy adopted by management to control the capital of the Company since its was established.

12. OPERATING SEGMENT

Currently the directors view the financial performance of the Company on a total basis and has not yet defined operating segments. The Company’s core activity is the development and production of magnesium for sale and its operates from one location, being Australia.


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(b) Transactions with related parties

Transactions between related parties are on normal com-mercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

The following transactions occurred with related parties:

(i) Other related parties

Occupancy fees of $7,649 paid to Jatenergy Limited, a company of which Tony Crimmins is Executive Chairman.

(c) Amounts payable to related parties

2016($)

Fees paid to Top Cat Consulting Services Pty Limited, a company controlled by Tony Crimmins for Director and consulting fee services of Tony Crimmins 30,000Fees paid to Tam Tran for Director and consulting fee services of Tam Tran 30,000Management fee payable to TTG Resource Technologies Pty Limited, a company of which Tony Crimmins and Tam Tran are directors, for the period 11 August 2015 to 31 December 2015 for management and administration of the company 15,000Reimbursement of expenses from TTG Resource Technologies and EcoLithium Pty Limited, both companies of which Tony Crimmins and Tam Tran are directors, which were paid by EcoMag Limited 12,110

16. EVENTS OCCURRING AFTER THE REPORTING DATE

During the six months to 31 December 2016, 17,198,760 Shares were issued to raise $2,403,380. The issues were:

• 8,434,000 Shares at an issue price of $0.25 to raise $2,108,500;




• 240,000 Shares at an issue price of $0.025 to raise $6,000; and

• 4,760 Shares at an issue price of $0.50 to raise $2,380.

In March 2017, a further 580,000 shares were issued to raise $45,000. 500,000 Shares were issued at $0.05 per Share and 80,000 Shares at $0.25.

No other matter has arisen since 30 June 2016 that has significantly affected, or may significantly affect:

(a) the Company’s operations in future financial years; or


(c) the Company’s state of affairs in future financial years.


17. FINANCIAL RISK MANAGEMENT

The Company’s financial instruments consist of deposits with banks, short-term investments, accounts receivable and payable, loans to and from subsidiaries.

The totals for each category of financial instruments, measured in accordance with AASB 139: Financial Instruments: Recognition and Measurement as detailed in the accounting policies to these financial statements, are as follows:

Notes 2016($)

Financial assetsCash and cash equivalents 6 266,948Trade and other receivables 7 29,593Totalfinancialassets 296,541

Financial liabilitiesFinancial liabilities at amortised cost:Trade and other payables 10 1,267,360Totalfinancialliabilities 1,267,360

The Board is responsible for managing financial risk exposures of the Company. It monitors the Company’s financial risk management policies and exposures. It also reviews the effectiveness of internal controls relating to counterparty credit risk, currency risk, liquidity risk and interest rate risk. The Board’s overall risk management strategy seeks to assist the company to meet its financial targets, while minimising potential adverse effects on financial performance. This includes reviews of the use of credit risk policies and future cash flow requirements.

Specific financial risk exposures and management

The main risks the Company is exposed to through its financial instruments are credit risk, liquidity risk, and market risk consisting of interest rate risk and other price risk such as equity price risk. There have been no substantive changes in the types of risks the Company is exposed to, how these risks arise, or the Board’s objec-tives, policies and processes for managing or measuring the risks from previous periods.

(a) Credit risk

Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Company.

Credit risk is managed through the maintenance of pro-cedures (such as utilisation of systems for the approval, granting and renewal of credit limits, regular monitoring of exposures against such limits and monitoring of the financial stability of significant customers and counter-parties), ensuring to the extent possible that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receiva-bles for impairment. Depending on the division within the Company, credit terms are generally 30 days net.

Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating, or in entities that the Board has otherwise assessed as being financially sound. Where the Company is unable to ascertain a satisfactory credit risk profile in relation to a customer or counterparty, the risk may be further managed through title retention clauses over goods or obtaining security by way of personal or commercial guarantees over assets of sufficient value which can be claimed against in the event of any default.

Credit risk exposures

The maximum exposure to credit risk by class of recog-nised financial assets at the end of the reporting period excluding the value of any collateral or other security held, is equivalent to the carrying amount and classifica-tion of those financial assets (net of any provisions) as presented in the statement of financial position.

The Company has no significant concentrations of credit risk with any single counterparty or group of counterparties. However, on a geographical basis, the Company has significant credit risk exposures to Australia. Details with respect to credit risk of trade and other receivables are provided in Note 7.

Trade and other receivables that are neither past due nor impaired are to be of good credit quality. Aggregates of such amounts are detailed in Note 7.


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Credit risk related to balances with banks and other financial institutions is managed by the Board. Such policy requires that surplus funds are only invested with counterparties with a Standard & Poor’s credit rating of at least AA-. The following table provides information regarding the credit risk relating to cash and money market securities based on Standard & Poor’s counter-party credit ratings.

Notes 2016($)

Cash and cash equivalentsAA-rated 6 266,948

(b) Liquidity risk

Liquidity risk arises from the possibility that the Com-pany might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Company manages this risk through the following mechanisms:

• preparing forward-looking cash flow analyses in rela-tion to its operating, investing and financing activi-ties;

• maintaining a reputable credit profile;

• managing credit risk related to financial assets;

• only investing surplus cash with major financial institutions; and

• comparing the maturity profile of financial liabilities with the realisation profile of financial assets.

The table below reflects an undiscounted contractual maturity analysis for financial liabilities.

Cash flows realised from financial assets reflect manage-ment’s expectations as to the timing of realisation. Actual timing may therefore differ from that disclosed.

Within 1 year Total2016 2016

($) ($)Financial liabilities due for paymentTrade and other payables 1,267,360 1,267,360Totalexpectedoutflows (1,267,360) (1,267,360)

Financialassets—cashflowsrealisableCash and cash equivalents 266,948 266,948Trade, and other receivables 29,593 29,593Totalanticipatedinflows 296,541 296,541

Net(outflow)/inflowon financialinstruments (970,819) (970,819)

(c) Market risk

(i) Interest rate risk

Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a future change in interest rates will affect future cash flows or earnings volatility on floating rate instruments.

The financial instruments that primarily expose the Company to interest rate risk are cash and cash equiva-lents.

Sensitivity analysis

The following table illustrates sensitivities to the Com-pany’s exposures to changes in interest rates. The table indicates the impact of how profit and equity values reported at the end of the reporting period would have been affected by changes in the relevant risk variable that management considers to be reasonably possible.

Theses sensitivities assume that the movement in a particular variable is independent of other variables.


Year ended 30 June 2016 Profit Equity($) ($)

±1% in interest rates 2,669 2,669

There have been no changes in any of the methods or assumptions used to prepare the above sensitivity analysis from the prior year.

Fair value estimation

The fair values of financial assets and financial li-abilities are presented in the following table and can be compared to their carrying amounts as presented in the statement of financial position. Refer to Note 26 for detailed disclosures regarding the fair value measurement of the Group’s financial assets and financial liabilities.

2016 2016

Company NotesCarrying amount Fair value

($) ($)Financial assetsCash and cash equivalents* 6 266,948 266,948Trade and other receivables—unrelated parties 7 29,593 29,593Totalfinancialassets 296,541 296,541

Financial liabilitiesTrade and other payables* 10 1,267,360 1,267,360Totalfinancialliabilities 1,267,360 1,267,360

* Cash and cash equivalents, trade and other receivables, and trade and other payables are short-term instruments in nature whose carrying amounts are equivalent to their fair values.

18. COMPANY DETAILS

The registered office of company is:


The principal place of business is:


DIRECTORS’ DECLARATION

In accordance with a resolution of the Directors of EcoMag Limited, the Directors of the Company declare that:

(a) the financial statements and notes, as set out on pages 52–68, are in accordance with the Corpora-tions Act 2001, and

(i) comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to the financial statements, constitutes compliance with International Financial Reporting Standards; and

(ii) give a true and fair view of the financial position as at 30 June 2016 and of the performance for the period ended on that date of the Company; and

(b) in the Directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and pay-able.




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EcoMag Limited (formerly known as EcoMag Pty Limited)

Independent Audit Report to the members of EcoMag Limited (formerly EcoMag Pty Limited)Report on the Financial Report

We have audited the accompanying financial report of EcoMag Limited (formerly EcoMag Pty Limited), which comprises thestatement of financial position as at 30 June 2016, the statement of profit or loss and other comprehensive income,statement of changes in equity and statement of cash flows for the period then ended, notes comprising a summary ofsignificant accounting policies and other explanatory information, and the directors' declaration.

Directors' Responsibility for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view inaccordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as thedirectors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is freefrom material misstatement, whether due to fraud or error.

In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements,that the financial statements comply with International Financial Reporting Standards.

Auditor's Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordancewith Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating toaudit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report.The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatementof the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal controlrelevant to the Company's preparation of the financial report that gives a true and fair view in order to design auditprocedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financialreport.




Independent Audit Report to the members of EcoMag Limited (formerly Ecomag Pty Limited)

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirmthat the independence declaration required by the Corporations Act 2001, which has been given to the directors of EcoMagLimited (formerly EcoMag pty Limited), would be in the same terms if given to the directors as at the time of this auditor'sreport.

Opinion

In our opinion:

(a) the financial report of EcoMag Limited (formerly EcoMag Pty Limited) is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the company's financial position as at 30 June 2016 and of its performance for the period ended on that date; and

(ii) complying with Australian Accounting Standards to the extent described in Note 1, and the Corporations Regulations 2001; and

(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.


28 March 2017


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THIS IS A REPLACEMENT PROSPECTUS DATED 3 MAY 2017. IT REPLACES A PROSPECTUS DATED 30 MARCH 2017 RELATING TO SHARES OF ECOMAG LIMITED.A channel by which Pilbara bitterns, containing valulable magnesium-based materials, are currently discarded to sea.

The magnesium materials that EcoMag proposes to produce are required for the production of chemically-toughened glasses such as ‘Gorilla Glass’, used in displays for smartphones and tablets.


There are specific risks which relate directly to the Com-pany’s business, including its operations. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

7.1 RISKS SPECIFIC TO AN INVESTMENT IN THE COMPANY

7.1.1 Reliance on partners

The Company’s business model depends on reaching final agreement with several partners, particularly in relation to access to bitterns from salt producers. Failure to secure access to the bitterns or magnesium-rich brines would adversely affect the ability of EcoMag to fully meet its objectives.

There are a number of contracts in place with partners, the details of which are set out in Section 8.

7.1.2 Technology risk

EcoMag’s process uses a novel technology developed by and licensed from Korea’s Chonnam National University (CNU). EcoMag has secured access to this technology by signing a technology licensing agreement with CNU, as summarised in Section 8.1. Although the CNU tech-nology has been thoroughly tested at laboratory scale, it has yet to be implemented at a commercial scale. Failure to cost-effectively scale-up the process to a commercial level would adversely affect EcoMag’s ability to eco-nomically recover materials from bitterns, and thereby affect the Company’s ability to operate profitably.

7.1.3 Reliance on key and skilled personnel

The Company is reliant on its ability to retain senior management and experienced personnel. The loss of the services of senior management personnel without suitable replacements or the inability to attract and retain qualified personnel can adversely affect performance.

7.1.4 Product price risks

The Company’s proposed products are commodities whose prices vary depending on changing forces of supply and demand. A significant drop in the prices the Company receives for its products may have a detrimen-tal effect on its ability to operate profitably.

7.1.5 Foreign exchange risks

The Company’s proposed products are expected to be priced in US dollars and other foreign currencies. Hence there is a foreign exchange risk in relation to any significant fluctuations in currency exchange rates. The Company does not have any formal policy for hedging against foreign exchange exposure.

7.1.6 Breaking of intellectual property protection

The Company’s business depends on the patented tech-nology it has licensed from CNU. Should a rival break this patent protection through legal or technical means, the Company may be unable to fully meet its objectives.

7.2 INDUSTRY RISKS

7.2.1 Competitive pressures

The Company may be subject to substantial competitive pressure from rivals. Should a rival develop a similarly effective technology without infringing existing patent protections, the Company may be unable to fully meet its objectives.

7.2.2 Product substitution

The value of the Company’s products may decline should users of these products find ways to switch to cheaper alternative products from other suppliers. A decline in the value of the Company’s products would negatively impact on the Company’s profitability.

7 RISK FACTORS

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7.3 RISKS RELATING TO OWNERSHIP OF COMPANY SHARES

7.3.1Futureprofitabilityordividendsarenotassured

No assurance as to future profitability or dividends can be given as these depend on future earnings and working capital requirements of the Company. Potential investors should note that there can be no guarantees with respect to the payment of dividends and return of capital.

7.3.2 Future funding

The existing working capital and the issue proceeds of the Offer will not be sufficient to fully fund the estimat-ed costs of implementing the company’s plans, including proposed construction of a commercial demonstration plant. Additional debt or equity to fund such plans will be required, and there can be no guarantee that future funding requirements can be obtained on terms favour-able to the Company.

7.3.3 Economic

The financial performance and value of the Company may be influenced by various economic factors such as inflation, interest rates, domestic and international economic growth, taxation policies, legislative change, political stability, stock market conditions in Australia and elsewhere, changes in investor sentiment towards particular market sectors, exchange rate fluctuations and acts of terrorism.

7.3.4 Liquidity and realisation

EcoMag is an unlisted public company, and the Offer is not made in association with any proposal to list the Company on the Australian Securities Exchange or any other public securities exchange. Shareholders should be aware that without an active market for the Company’s shares, they may be unable to sell their Shares and realise the value of their investment.

7.3.5 Taxation changes

Changes to the tax laws in Australia and the other jurisdictions in which the Company may plan to operate and the rate of taxes imposed on the Company are likely to affect Shareholder returns.

74 THIS IS A REPLACEMENT PROSPECTUS DATED 3 MAY 2017. IT REPLACES A PROSPECTUS DATED 30 MARCH 2017 RELATING TO SHARES OF ECOMAG LIMITED.A sample of hydrated magnesium carbonate recovered from Pilbara bitterns by EcoMag researchers.

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Set out below is a summary of the material contracts to which the Company is a party. On request, full versions of these material contracts can be viewed at the Com-pany’s registered office.

8.1 LICENCE AGREEMENT WITH CHONNAM NATIONAL UNIVERSITY

On 17 August 2015, the Company entered into a technology licence agreement with Chonnam National University (CNU) (CNULicenceAgreement) for certain Licensed Patent Rights and Knowhow (together the CNUTechnology). The CNU Licence Agreement was varied on 29 March 2017.

LicensedPatentRightsmeans the invention which is the subject of Korean Patent No. 10-1663515, includ-ing any divisions or continuations in Australia and any letters patent or the equivalent thereof issuing thereon anywhere in Australia, further including any reissues, re-examinations or extensions thereof, except for any derived technology or improvements made to the invention. For clarity, the invention is not the subject of a patent application in Australia.

Knowhowmeans all data, results and information, which are owned or controlled by CNU, and which are necessary or may be useful to EcoMag for the manufacture, use or sale of licensed product, including data which may be useful or necessary to support the development and registration for marketing and manu-facturing approval of licensed product with all applicable regulatory agencies in Australia.

The material terms of the CNU Licence Agreement are set out below:

License Grant

(a) Grant. CNU grants EcoMag and its affiliates an ex-clusive license, under the Licensed Patent Rights and Knowhow to develop, test, formulate, make, have made, use, sell, offer for sale, and import Licensed Products in Australia.LicensedProductsmean any plant or product which, absent the licence granted to the Company, could not be manufactured, used, imported, offered for sale or for the Company, its af-

8 SUMMARY OF MATERIAL CONTRACTS

filiates and sublicensees in Australia without infring-ing one or more of the claims of the Licensed Patent Rights if the Licensed Patent Rights were subject to patent registration. The licence continues indefinitely until the CNU Licence Agreement is terminated.

(b) Diligence. EcoMag shall be solely responsible for researching, developing, obtaining regulatory approv-als for, manufacturing and commercializing licensed products in Australia at its discretion. EcoMag or its affiliates or sub-licensees shall use commercially reasonable efforts to develop and commercialize a Licensed Product in Australia. As used herein, “com-mercially reasonable efforts” means efforts consist-ent with the efforts and resources normally used in good faith and fair dealing for a product of its own discovery of similar market potential at a similar stage in its product life, taking into account the competitiveness of the market place, the proprietary position of the product, the regulatory requirements involved, the profitability of the applicable products and other relevant factors, to pursue the develop-ment and commercialisation of Licensed Products in Australia.

(c) NoSublicense. EcoMag shall not transfer or sublicense the exclusive license to any third party, or establish a pledge right on the exclusive license without the prior written consent of the CNU.

(d) NoOtherRights. No other license, express or implied, is granted by either party to the other party or its affiliates under any intellectual property rights owned or controlled by such party or its affiliates or any right to EcoMag, directly or indirectly, to export or otherwise make available Licensed Product out-side of Australia.

Consideration

(a) EcoMag shall pay a fixed licence fee of US$1,000,000 to CNU. Each further project site will also require a payment of US$1,000,000 to CNU.

(b) For the first project site license fee, EcoMag paid the first tranche of the licence fee of US$20,000 to CNU on 31 August 2015, the second tranche of the licence fee of US$80,000 to CNU on 15 Sep-


tember 2015, and the balance of the licence fee of US$900,000 to CNU on 31 August 2016.

(c) Constructing a plant outside of the territory of Aus-tralia using the Licensed Patent Rights is outside the scope of the agreement and requires an additional written license agreement.

Licensed Patent Rights

(a) Improvement. If EcoMag desires to develop an im-proved technology using the Licensed Patent Rights, EcoMag shall send a prior written notice to CNU. CNU and EcoMag shall have joint ownership on the intellectual property rights of the improved technol-ogy. EcoMag shall bear the costs for filing, register-ing and maintaining an intellectual property right in countries other than South Korea regarding the im-proved technology. Constructing a plant outside of the territory of Australia with the improved technol-ogy requires an additional written license agreement. In the event that there is controversy between CNU and EcoMag as to whether it is an improved technol-ogy, EcoMag is obliged to prove whether or not it is an improved technology.

(b) Third-PartyInfringement. Each party shall promptly notify the other party in writing of any alleged infringement of the Licensed Patent Rights in Australia and of any available evidence thereof. ‘Infringement’ includes a breach of confidential information.

(i) EcoMag shall have the first right, but not the obligation, to prosecute any third-party infringe-ment of the Licensed Patent Rights in Australia and/or to defend the Licensed Patent Rights in Australia in any declaratory judgment action or opposition or re-examination proceeding brought by a third party which alleges invalidity, unen-forceability or non-infringement of the Licensed Patent Rights. If desired by EcoMag or required by law, EcoMag may join CNU as a party plain-tiff in any such suit or action. The total cost of any such action commenced solely by EcoMag shall be borne by EcoMag.

(ii) In the event that EcoMag declines to commence legal action to defend against a declaratory action

alleging invalidity of the Licensed Patent Rights or to prosecute infringements of the Licensed Patent Rights in Australia, EcoMag shall notify CNU of its decision promptly in writing. There-after, CNU shall have the right, but shall not be obligated, to commence legal action at its own expense to defend or prosecute such infringe-ments relating to the Licensed Patent Rights. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of EcoMag. EcoMag shall not unreasonably withhold or delay consent. The total cost of any action commenced solely by CNU shall be borne by CNU, and CNU shall retain any recovery or damages derived therefrom after reimbursing EcoMag for any of its unreim-bursed expenses in connection therewith.

(c) InfringementAllegations. In the event that a third party asserts or alleges that a Licensed Product manufactured or sold by EcoMag or its affiliates or sub-licensees infringes a patent or other proprietary right of such third party, EcoMag shall assume the defence of such claim. CNU may participate in the defence of such claim through counsel of its own choosing and at its sole expense. In the event that CNU receives notice of such assertion or allegation, CNU shall notify EcoMag. EcoMag may enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action. If such entry would have an adverse effect upon the validity or enforceability of the Licensed Patent Rights in Australia, CNU’s approval shall be required. CNU shall not unreasonably withhold or delay approval.

(d) Indemnityof CNU. EcoMag and its sub-licensees shall indemnify, defend and hold harmless CNU and its affiliates and their respective personnel and successors (CNU’s Indemnitees) against any liability, damage, loss or expense (including reasonable legal fees) incurred by or imposed upon CNU’s Indem-nitees in connection with a Third Party claim, de-mand, suite, action or judgement arising out of any theory of product liability or any act or omission of EcoMag or its affiliates or sublicensees with respect to the development, manufacture, use, sale, offer for sale, importation or exportation in Australia, or any


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Licensed Product by EcoMag or its affiliates or sub-licensees, except to the extent that liability, damage, loss or expense is directly attributable to the gross negligence or intentional misconduct of CNU.

(e) The Licensed Patent Rights and Knowhow are re-quired to be protected as Proprietary Information by both parties.

The CNU Licence Agreement otherwise contains terms and conditions that are customary in agreements of this type.

On 29 August 2016, CNU provided the Company with a Certificate of Technology Transfer, acknowledging that EcoMag has completed full payment of the fixed licence fee of US$1,000,000 to secure the first project licence and CNU has completed transfer of the first project licence and relevant technology to the Company.

8.2 BINDING TERM SHEET WITH TTG RESOURCE TECHNOLOGIES PTY LIMITED

On 1 February 2016, the Company entered into a bind-ing term sheet with TTG Resource Technologies Pty Limited (TTG) (TTGAgreement). TTG is a private Australian company.

In consideration for TTG providing the Company with a ‘DSL salt bitterns’ business opportunity and facilitating the grant of a license to the Company to use the CNU technology, the Company will provide TTG with shares, an upfront payment and a royalty for each project site, as set out below. The Company also has first right of refusal to other CNU/TTG licensed technology or projects.

EcoMag was incorporated with an issue of the following shares with the following rights to TTG:

• 40,000,000 E-Type Shares (dividend only);

• 1 A-type share (control no dividend); and

• 1 P-type share (royalty 2.75%).

Under the terms of the TTG Agreement, the Company will:

(a) pay to TTG, an upfront fee of $200,000 for an initial commercial project site licence;

(b) pay to TTG, an upfront fee of $750,000 per site licence for any subsequent commercial projects at different sites; and

(c) grant to TTG, a perpetual royalty of 2.75% of all revenue from products sold relating to (or use of) the CNU technology;

and the upfront fees are payable as to 10% upon an agreement being reached regarding the DSL salt bitterns opportunity and 90% within 12 months or as mutually agreed.

Under the TTG Agreement, there will be three available project licences made available by CNU to the Company on the ‘DSL site’, namely:

(a) Port Hedland;

(b) Dampier; and

(c) Lake MacLeod,

and in relation to each project site there is an upfront fee of US$1,000,000 payable to CNU, payable as to 10% as a deposit on site sourcing and 90% within 12 months.

The TTG Agreement provides that upon EcoMag be-coming a public company, all E-type Shares in EcoMag will be converted to ordinary shares, and that TTG would maintain its P-type share as a perpetual royalty from revenue. This P-type share is to be relinquished upon the execution of a definitive royalty agreement with TTG for the payment of a 2.75% royalty on all revenue of product sold relating to the CNU Technol-ogy.

The TTG Agreement also requires TTG, upon Ecomag becoming a public company (which it did on 6 October 2016) to convert all of TTG’s shares into ordinary shares. As a result, the 40,000,000 E-Type Shares converted to 40,000,000 ordinary fully paid shares, the 1 A-Type Share converted to 1 ordinary fully paid share and the 1 P-Type Share converted to 1 ordinary fully paid share. This conversion has occurred.

Under the terms of the TTG Agreement, it is also provided that TTG has the exclusive rights to introduce projects to EcoMag and that EcoMag will have the rights of first refusal to acquire the project based upon an agreed independent assessment of the project.


8.3 ROYALTY DEED WITH TTG RESOURCE TECHNOLOGIES PTY LIMITED

On 23 March 2017, the Company entered into a royalty deed with TTG Resource Technologies Pty Limited (TTG) (RoyaltyDeed).

Under the Royalty Deed, the Company has agreed to pay to TTG, in return for TTG introducing the BusinessOpportunity and licences for project sites, the Royalty and the UpfrontPayment.

The Royalty is 2.75% of the SalesRevenue that the Company receives from the sale of the Product, being HMC, and any other equivalent (or improved) product developed from the base of HMC which may be produced, extracted or recovered through the use of the Technology.

The UpfrontPayment is A$200,000 in respect of the first site to be secured for the benefit of, and to be licensed to the Payer for purposes of the Business Opportunity; and A$750,000 in respect of any other Business Sites.

The BusinessOpportunity means the DSL Salt Bitterns Opportunity in respect of which there is the potential to use or apply the Technology to produce Products for commercial sale.

Acknowledgements and undertakings

Under the Royalty Deed, TTG undertook and acknowl-edged that:

(a) it will co-operate with and provide such assistance to the Company as it may reasonably require in order to implement and effectuate the Business Opportunity, and to enable the Company to secure a licence or access rights to Business Sites for the purposes of producing Products for commercial sale;

(b) where TTG secures or introduces a Business Site to the Company, which is accepted by and licensed to the Company for purposes of the Business Op-portunity, the Company shall pay to the Payee, the relevant Upfront Payment; and

(c) where TTG introduces new business opportunities to the Company, the parties shall discuss whether to

amend the Royalty Deed to include those opportuni-ties as ‘Business Opportunities’ under and to which the terms and conditions of the deed will apply.

Under the Royalty Deed, the Company undertook and acknowledged that:

(a) it will sell Products for a price that is no less than the Fair Market Value determined by an expert or agreed between the parties; and

(b) where the Company intends to sell Products at a price that is less than the Fair Market Value, the Company and TTG shall meet to discuss and agree the relevant sales price and any relevant conditions, including where it involves sales to a third party who is proposing to re-sell or make changes or improve-ments to the Products, whether in a finally produced or earlier form.

Calculation and payment of Royalty

The Royalty will be calculated in respect of each quarter with reference to the total Gross Revenue derived from the Products, calculated as follows: Royalty = Sales Revenue × a 2.75% Royalty Percentage, and will be paid quarterly within 20 business days after the end of each quarter. The Company shall give to TTG a statement in respect of each quarter setting out the amount of Royalty that is payable for that quarter and the total Sales Revenue.

Sales to Related Parties

If, in any quarter, the Company sells, assigns or other-wise disposes of Products derived from the Technology to a Related Body Corporate, or a Related Entity of the Company, or a company in which the Payer has a beneficial interest on terms that are not Arm’s Length Terms, the Company is deemed to have received revenue equivalent to the Fair Market Value multiplied by the quantity of the Products so sold or assigned by the Company during that quarter and such deemed revenue must be included in the calculation of the Royalty pay-able for the relevant quarter.


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Royalty on Products not sold

If the Company produces and disposes of Products which are not sold or for which Gross Revenue is not derived, no Royalty shall be payable in relation to such Products. Where some other form of commercial benefit is derived from Products which are not sold or for which Gross Revenue is not derived, the Company and TTG must agree on a procedure for calculating the Royalty payable as soon as practicable following the first date that such Product is produced with the intent that the Royalty payable will be equivalent to the royalty calculated as though the Product was sold.

Books and records

The Company must keep, or cause to be kept, true and accurate books and records in accordance with Account-ing Standards and generally accepted practices applicable to businesses similar to the Company.

Audit

TTG may, upon reasonable notice to the Company and at reasonable times and at its own cost, within 60 days of receiving a statement in respect of a quarter, appoint a registered company auditor under the Corporations Act to inspect, audit and report on the Royalty Records in respect of that quarter.

Upfront Payment

Where an Upfront Payment is payable to TTG, it will be paid as follows:

(a) a deposit of 10%, upon the execution of a site licence agreement or equivalent access agreement, as well as a definitive agreement in respect of the Busi-ness Opportunity, in a form reasonably acceptable to the Company; and

(b) the balance of 90% as mutually agreed, or within 12 months.

The Upfront Payments shall be made by direct deposit to the bank account nominated by TTG from time to time, or if no bank account is nominated, by cheque payable to TTG.

The Royalty Deed otherwise contains terms and condi-tions that are customary in agreements of this type.

8.4 TECHNOLOGY MARKETING LICENCE AGREEMENT BETWEEN CNU AND TTG

On 19 April 2016, CNU and TTG renewed a technology marketing licence agreement (CNU–TTGAgreement).

The material terms of the CNU–TTG Agreement are set out below:

Exclusive technology marketing licence

CNU grants TTG the marketing licence for three years, for use in Indonesia, Australia, South Africa, America (North/Central/South) (MandatePeriod). This Mandate Period will be extended for another three years upon successful completion of a project site licence for the technology.

Extended marketing licence area

CNU will allow TTG to investigate other potential recoverable materials globally, with the exception of Korea, under the marketing licence for the duration of the Mandate Period.

Mandate Period and ongoing exclusivity

The Mandate Period is for three years and is to be divided into the following three stages:

(a) Stage1—TTG will have an initial three-year period to find and secure a suitable mineral site/location for application of the technology pursuant to a joint-venture agreement with other mining/processing operators/companies.

(b) Stage2—Upon successful completion of Stage 1 (up to three years), the marketing licence will be extended by maximum three years if needed to en-able TTG to develop an independent engineering feasibility study. The independent engineering fea-sibility study will include the necessary contacts and


commitments to commence a full-scale project using recoverable material in Australia, Indonesia, America (North/Central/South) and South Africa.

(c) Stage3—Once Stage 2 is complete to both parties’ satisfaction, the marketing licence will be novated into an irrevocable and exclusive contract that will remain in force during the life of the technology for Australia, Indonesia, America (North/Central/South) and South Africa (and other regions as may be investigated by TTG, with the exception of Ko-rea.). Stage 3 will involve the construction, start up and commissioning of the processing plant.

Stage 1—Resource and Marketing/Business Plan

Stage 1 is to be completed in accordance with the following timetable:

(a) Within 18 months of the date of the agreement, the parties will complete a business proposal for the project(s) globally (with the exception of Korea); and

(b) Within 36 months of the date of the agreement, TTG will find at least one project and will pay a 10% deposit down payment (US$100,000) for a project site license. The balance (90%) will be paid upon the positive outcome of the feasibility study which leads to the commercialisation of the project in Stage 2.

Stage 1 tasks specific to CNU:

(a) Provide a technical and economic model describing the Technology and its potential business application. This will assist in developing a marketing program as well as identifying suitable customers and mineral tenements.

(b) Make available necessary resources (human and capi-tal) to assist in establishing knowledge of the func-tion, capability and limitations of the Technology and to work with project teams developing potential commercial operations.

Stage 1 tasks specific to TTG:

(a) Complete due diligence activities within 90 days of the agreement including but not limited to areas such as:

(i) technology performance;

(ii) financial performance;

(iii) legal ownership;

(iv) investment potential; and

(v) environmental impacts.

(b) Provide and vet local mineral tenements (exploration and resource evaluation) projects in Australia, Indo-nesia, America (North/Central/South) and South Africa for potential inclusion into the business plan.

(c) Provide staff and time to lead the development of the business plan.

(d) Market the technology to key customers and poten-tial investors through standard marketing channels including announcements, web awareness and con-ferences.

(e) Develop relationships with key government officials in Australia, Indonesia, America (North/Central/South) and South Africa to assist in the introduction and approval of the technology.

(f) Secure a suitable mineral waste or tenement resource for the technology via a joint-venture Agreement with other potential investors.

Stage 2—Full Feasibility Study

Provided Stage 1 is completed to both parties’ satisfac-tion, TTG together with CNU will progress further towards an active technology development project in Australia/Indonesia/South Africa/North Central and South America, and will focus on the development of a full feasibility study, which will include the necessary contacts and commitments to commence a recoverable materials pilot or full-scale project in Australia, Indo-nesia, America (North/Central/South), South Africa and China within a period of three years of completion of the business study and securing of a mineral/waste resource/tenement.

Each party will bring their skills and resources to the project to the other party to develop the project. Specifi-cally, CNU will:

(a) provide necessary technology and expertise to enable the full development of the project; and


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(b) provide suitable professional staff to fully develop the engineering package, at budgeted agreement.

Specifically, TTG will:

(a) provide staff and time to lead the development of the feasibility study;

(b) secure investment and potential customers for the project area in Australia, Indonesia, America (North/Central/South) and South Africa;

(c) provide staff and time to lead the development of the project within budgeted agreement; and

(d) manage the investment program for the project including managing and securing funds for the full engineering study and ultimately (in Stage 3) for plant construction and commissioning.

Associated Costs

Stage1—With respect to the business plan, the parties will manage their own costs.

Stage2—TTG will source the financing and bear the financial responsibility to conduct a full feasibility study for the processing plant. The parties will be entitled to charge the project at standard commercial rates for direct costs associated with developing the project.

Stage3—TTG will source the financing and bear the financial responsibility to construct and commission the processing plant. Where services are being provided, both parties will be entitled to charge the project at standard commercial rates for direct costs associated with developing the project.

Licence fees

CNU will receive the licence fees of US$1,000,000 for the use of the technology per project site upon comple-tion of agreements between TTG/CNU and project site licensee.

Non-circumvention

CNU will not entertain applications for a technology marketing licence for any entities, or any of their parent companies or subsidiaries, who have been introduced to

the technology by TTG. For the avoidance of doubt, a list of such introductions will be established and included in the marketing licence and updated from time to time as agreed between the parties.

The CNU–TTG Agreement otherwise contains terms and conditions that are customary in agreements of this type.

8.5 BINDING MEMORANDUM OF UNDERSTANDING WITH DAMPIER SALT LIMITED

On 28 July 2016, the Company entered into a memoran-dum of understanding with Dampier Salt Limited (DSL) (DSLMOU). The main points of this agreement are outlined below. There are various other provisions in this agreement including warranties and indemnities that are standard for agreements of this nature.

Study

(a) Purpose—The Company and DSL will commission a Study, the prime purpose of which will be to deter-mine the best locations at and within DSL’s Dampier and Port Hedland operations to locate and operate a proposed magnesium recovery plant (Project) and make a recommendation for the site for the parties’ consideration.

(b) StudyReport—The outcome of the Study will be provided in a detailed Study Report, a copy of which will be provided to both parties for their acceptance.

(c) Studydescription—The study will be performed by an agreed independent engineering contractor to develop capital and operating cost estimates (±25% or better) for the project, having regard to local on-ground infrastructure and input/output require-ments. DSL will provide all reasonable assistance, access to sites and information to the engineering contractor and EcoMag as required for the purposes of the Study and producing the Study Report. Dur-ing the period of the study DSL may undertake due diligence of EcoMag.

(d) FirstDecisionPoint—Each party agrees to inform the other in writing of its decision with respect to the continuation with the Project within 60 days after


completion of the Study and receipt of the Study Report (FirstDecisionPoint). Where both parties wish to proceed beyond the First Decision Point, but agree further joint enquiries are required before pro-ceeding to achieve the Second Decision Point, then a written addendum to the MOU must be entered into covering the next stage(s) of the Project including any further decision points and the sharing of costs, prior to proceeding further. No further or additional work is to be undertaken in respect of the Project until such time as the parties have entered into the Addendum. Should only one party wish to proceed beyond the First Decision Point then the proposed Project will be deemed at an end and EcoMag will be free to use the Study Report for its own purposes provided it continues to maintain the confidentiality of any DSL Confidential Information.

(e) SecondDecisionPoint—Where both parties wish to proceed beyond the First Decision Point, with no identified need to undertake further joint enquiries, then the next decision point will be the successful gaining of a letter from the relevant Minister, that indicates that the Minister is willing to accept the subleasing of the identified site to EcoMag, subject to EcoMag meeting the Minister’s requirements therefore in accordance with the relevant state agree-ment (SecondDecisionPoint). A failure to achieve the Minister’s acceptance within 12 months of the seeking thereof, unless the parties agree otherwise, will see the Project terminate on a no-fault basis. The parties will work collectively to achieve the Second Decision Point, with each party bearing their own costs thereof, as well as working concurrently towards formation of the in-principle agreement in a fully documented form on all commercial terms (as between themselves) for the Commercial Agreement that would enable the Project to proceed on the chosen site.

(f) FinalDecisionPoint—The final decision point for each party will be the approval of the relevant Board and/or in the case of EcoMag, the sign-off of financers (FinalDecisionPoint) of the Commer-cial Agreement between the parties. Unless agreed otherwise, the parties must conclude the in-principle agreement for the Commercial Agreement within 60

days of passing the Second Decision Point and put it to the relevant body/bodies. Each party must advise the other properly of the decision of the relevant body/bodies. A failure to achieve the required af-firmation (including through a failure to conclude the in-principle agreement) will see the Project terminate on a no-fault basis.

(g) Studycosts—The costs of the Study will be borne by EcoMag.

Commercial Agreement

Subject to the parties reaching the Final Decision Point, the parties will agree a position on the following pro-posed terms to be included in the proposed Commercial Agreement between the parties (subject to any changes as may be required to meet regulatory requirements):

(a) DSL to provide EcoMag with a sublease for the Site through the relevant DSL mining lease, along with any associated rights of access required for a dura-tion of no less than the term of the relevant DSL mining lease (subject to government support and approval), with renewal periods matching (but offset by a day) of those of the relevant DSL mining lease. The Dampier lease ends on 31 December 2034 and the Port Hedland lease on 17 October 2029.

(b) DSL to be obliged to deliver in an agreed regulated flow a minimum of 500 ML/year of bitterns stream, within an agreed compositional range or specificity, to the boundary of the Site for use by EcoMag in its Magnesium Recovery Plant upon its commissioning.

(c) DSL to be obliged to take in an agreed regulated flow up to a maximum of 500 ML/year of a proc-ess bitterns stream, within an agreed compositional range or specificity, from the boundary of the Site for use by DSL or permitted disposal to the sea.

(d) EcoMag paying at a minimum (final fee subject to further negotiation based on DSL infrastructure costs) A$3,000,000 per year inclusive for access to the Site, the sublease, along with any licence to use additional areas during construction and the com-mitments in paragraphs (b) and (c) above. Payments would commence from first occupancy of the Site


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by EcoMag or its invitees or recordal of the sublease with the relevant governmental agency, whichever comes first.

(e) A condition precedent of EcoMag or its invitees occupying the Site would be first entering into a deed of covenant with the state. It is assumed that such deed will address site rehabilitation obligations.

(f) A party bearing the capital cost and associated op-erating cost of any infrastructure based on whether it resides on (or to the extent it does so) in the case of EcoMag the Site and in the case of DSL the co-located site (excluding the Site). The principle being that ownership will be split in accordance with such division to minimise legal, taxation and regulatory requirements associated with who holds such infra-structure.

(g) EcoMag to bear the full cost of the provision of utilities used, including the connection thereof, and installation of separate metering where relevant.

(h) DSL has the right to step-in or halt EcoMag opera-tion to make safe the Magnesium Recovery Plant in the event of emergency or to ensure compliance with any law or regulation.

(i) EcoMag to follow, support and work under the umbrella of the terms of any agreed ‘Relationship Management Agreement’ that DSL has with the local recognised traditional owners of the land at the Site.

(j) EcoMag to be responsible to the State of Western Australia for any royalties it imposes on extracted salts or the products produced therefrom related to activities using the Magnesium Recovery Plant.

(k) A sole (non-transferable) option for EcoMag to place a Magnesium Recovery Plant on like commercial terms to the Commercial Agreement on a different DSL operational site to the Site in Western Australia, exercisable within five years of the commencement of operations of the Magnesium Recovery Plant at the Site.

Materials

During the period of the Study, both parties will work with each other and explore ways (in a cost-effective

manner) to further assure themselves the bitterns stream (including seasonal variations) will be suitable for processing in the Magnesium Recovery Plant and that the returning Processed Bitterns Stream will be usable by DSL or dischargeable into the sea under DSL’s existing licence or a modified one that that will not cause DSL additional regulatory hurdles or a cost penalty. Without limiting the forgoing, in undertaking such activities the parties will consider the feasibility of developing and using an onsite pilot plant to establish data as a risk mitigation strategy.

Ownership of intellectual property rights

EcoMag will own and control all ‘Project IP’ created or arising under the agreement.

Withdrawal and termination

Any party may withdraw from the Project upon written notice at any time prior to the Final Decision Point.

MOU expiration

Upon notice of withdrawal by a party, or the entering into of a commercial agreement in regard to the Project, the agreement will expire.

8.6 MEMORANDUM OF UNDERSTANDING WITH KOREA CHEMICAL (KC) CORP LTD

On 24 January 2017, EcoMag entered into a Memoran-dum of Understanding with Korea Chemical (KC) Corp Ltd (KC) (KCMOU). KC is a company registered in the Republic of Korea and forms part of the Daejoo KC Group. It was founded in 2001 following privatisation of the state-owned Korea General Chemical Corporation.

Under the terms of the KC MOU;

(a) EcoMag will:

(i) participate in a pilot plant campaign operated by KC under the World Class 300 Project, with funding contributed in the form of Hydrated Magnesium Carbonate. Details of the contri-bution will be determined and stated in a later agreement;


(ii) contribute to the project for the first two years of the World Class 300 Project to work on mag-nesium products and will not participate in the campaigns for alumina/aluminium hydroxide or other products unless further decision is made by EcoMag to extend this commitment;

(iii) produce 5–10 tonnes of HMC and/or caustic calcined MgO (CCM) for further processing by KC in Korea into hard burned magnesia (HBM) and magnesium hydroxide (MDH); and

(iv) be responsible for research on the markets of HMC, HBM and MDH outside of Korea; and

(b) KC will:

(i) operate a pilot plant for five years with co-funding from the Korean government under the World Class 300 Project;

(ii) be responsible for scaling up the processes for the production of HBM and MDH in Korea using the HMC and/or CCM feed from EcoMag; and

(iii) be responsible for the market research of HBM and MDH in Korea.

KC and EcoMag will have further consideration during the World Class 300 Project or after two years to establish a joint venture for the commercialisation of processing plants producing HMC/CCM in Australia and HBM and MDH in Korea. The KC MOU is effec-tive for a period of two years, to be extended by mutual agreement of both parties.

On 9 February 2017, EcoMag and KC jointly signed an application for participation in the World Class 300 Project referred to in the KC MOU. The goal of the project is the development of non-halogen inorganic material for battery membrane and composite resin with improved flame retarding performance, including:

(a) development of superfine alumina trihydrate (ATH) and magnesium hydroxide (MDH) manufacturing technology for flame retardant;

(b) establishment of a pilot plant for superfine ATH and MDH;


(c) production and evaluation of prototype superfine ATH and MDH;

(d) MgO manufacturing technology development and process design for smart glass;

(e) superfine boehmite manufacturing technology and process design for secondary battery separator;

(f) establishment of pilot plant for MgO and superfine boehmite; and

(g) production and evaluation of prototype MgO and superfine boehmite.

On 10 March 2017, EcoMag received notification that the application for funding under the World Class 300 Project, cited above, had been successful. EcoMag’s expected commitment to the project, according to a draft work agreement between KC and EcoMag (not yet finalised) is KRW782.5 million (A$899,425) over five years, which includes KRW420 million in equipment (which includes costs associated with EcoMag’s planned pilot plant) and KRW362.5 million in cash.

8.7 DIRECTOR AGREEMENTS

8.7.1 Contractor agreement with Mr Anthony Crimmins

On 1 February 2016, the Company entered into a contractor agreement with Top Cat Consulting Services Pty Limited (ACN 084 237 294), a company of which Mr Anthony Crimmins is a shareholder and director, for the provision of Executive Chairman services. The fees payable under this agreement are:

(a) $5,000 per month initially ($3,000 for consultancy fees and $2,000 for director’s fees);

(b) $10,000 per month upon final sign off agreement with the majority owner of DSL or its subsidiary ($6,000 for consultancy fees and $4,000 for Direc-tor’s fees);

(c) $15,000 per month upon IPO or active operation of a commercial plant, whichever comes sooner ($10,000 for consultancy fees and $5,000 for direc-tor’s fees).

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These fees exclude GST. The agreement expires on 31 January 2019 and may be terminated by either party on three months’ notice.

8.7.2 Contractor agreement with Dr Tam Tran

On 1 February 2016, the Company entered into a contractor agreement with Tam Tran Investment Pty Limited (ACN 613 475 657), a company of which Dr Tam Tran is a shareholder and director, for the provision of services including leading and supervising an R&D team working on optimisation of the EcoMag hydrated magnesium carbonate process. The fees payable under this agreement are:

(a) $5,000 per month initially ($3,000 for consultancy fees and $2,000 for director’s fees);

(b) $10,000 per month upon final sign off agreement with the majority owner of DSL or its subsidiary ($7,000 for consultancy fees and $3,000 for Direc-tor’s fees);

(c) $15,000 per month upon IPO or active operation of a commercial plant, whichever comes sooner ($11,000 for consultancy fees and $4,000 for direc-tor’s fees).

These fees exclude GST. The agreement expires on 31 January 2019 and may be terminated by either party on three months’ notice.

8.7.3 Contractor agreement with Shanan Birkin

On 1 May 2016, the Company entered into a contrac-tor agreement with Shanan Birkin, a Director of the Company, for the provision of administration, com-munications and management services. The fees payable under this agreement is $550 per day for a minimum of one day per week, plus $68/hour for any additional time. These fees include GST. The agreement expires on 30 April 2017 and may be terminated by either party on three months’ notice.

8.8 EMPLOYMENT AGREEMENT WITH SHAUN TRINER

Effective 1 February 2017, the Company entered into an employment agreement with Shaun Triner for the permanent part-time (40%) position of General Man-ager—Western Australia. The agreement is for a period of 12 months. The salary payable under the agreement is $60,000 per year, inclusive of superannuation.

Under this agreement, 500,000 performance-based shares will be issued to Shaun Triner when a contract is signed with DSL (or equivalent provider) for a commercially-viable bittern waste stream (as approved by the EcoMag board).

8.9 AGREEMENT WITH BTC LAWYERS

On 21 March 2017, the Company entered into an agree-ment with BTC Lawyers (ACN 927 047 486) for the provision of legal services, including in relation to this Prospectus. The fees payable under the agreement are:

(a) Review and sign-off of this Prospectus—$5000;

(b) Provide services in relation to any IPO prospec-tus—$30,000; and

(c) Preparation of any ASX listing application, including applications for waivers, preparation of a pre-listing disclosure as required by ASX, and coordinating with brokers and the share registrar—$15,000.

These fees exclude GST.


Right: Part of EcoMag’s design for a commercial demonstration plant.

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9 ADDITIONAL INFORMATION

9.1 COMPANY INFORMATION

The Company was incorporated on 23 July 2015 as EcoMag Pty Limited. The Company became a public company, changing its name to EcoMag Limited, on 6 October 2016.

9.2 CONSTITUTION AND RIGHTS AND LIABILITIES ATTACHING TO SHARES

The Shares to be issued under this Prospectus will rank equally with the existing fully paid ordinary Shares in the Company.

The following is a summary of the more significant rights attaching to Shares. This summary is not exhaus-tive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

9.2.1 Ranking of Shares

At the date of this Prospectus, all Shares are of the same class (ordinary Shares) and rank equally in all respects. Specifically, the Shares issued pursuant to this Prospec-tus will rank equally with existing Shares.

9.2.2 Voting rights

Subject to any special rights (at present there are none), at any general meeting of the Company, each Share-holder present in person or by proxy has one vote on a show of hands, and on a poll has one vote for each Share held.

9.2.3 Dividend rights

Subject to any special rights (at present there are none), any dividends that may be declared by the Company are payable on all Shares in proportion to the amount paid up.

9.2.4 Variation of rights

The rights attaching to the Shares may only be varied by the consent in writing of the holders of three-quarters of the Shares, or with the sanction of a special resolu-tion passed at a general meeting.

9.2.5 Transfer of shares

Subject to the Constitution, the Corporations Act and other relevant laws, the Shares are freely transferable.

9.2.6 General meetings

Each Shareholder is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitu-tion, the Corporations Act and any other laws.

9.2.7 Rights on winding up

If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company:

(a) divide among the Shareholders the whole or any part of the Company’s property; and

(b) decide how the division is to be carried out between the Shareholders.

Subject to any special rights (at present there are none), any surplus assets (following full satisfaction of all creditors’ debts) on a winding up are to be distributed to Shareholders in proportion to the number of Shares held by them irrespective of the amounts paid or credited as paid.


9.3 INTERESTS OF DIRECTORS

Other than as set out below or elsewhere in this Prospectus, no Director or Proposed Director has, or has had within two years preceding lodgement of this Prospectus with ASIC:

(a) any interest in the formation or promotion of the Company, or in any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer; and

(b) no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director or Proposed Director, either to induce him or her to become, or to qualify them as a Direc-tor, or otherwise, for services rendered by him or her in connection with the formation or promotion of the Company or the Offer.

9.3.1 Directors’ interests

Table 8 below shows the interest of each Director (and their associates) in the Shares of the Company as at the date of this Prospectus.

Table 8. Interests of each Director and their associates as at the date of this Prospectus.

Directors and their associates SharesAnthony Crimmins and Tam Tran through TTG Resource Technologies Pty Limited 20,000,002 Anthony Crimmins through Top Cat Consulting Services Pty Ltd 575,000Anthony Crimmins & Helen Crimmins <Top Cat Retirement A/C> 1,400,000Anthony Crimmins <The Crimmins A/C> 400,000Tam Tran through Tam Tran Investments Pty Limited 1,775,000

Shanan Birkin 600,000

Total1 24,750,002

9.3.2Shareholdingqualifications

Directors are not required to hold any Shares under the Constitution.

9.3.3 Directors’ remuneration

The Constitution provides that the Directors are entitled to such remuneration for their services as Directors from the Company as the Directors decide, but the total amount provided to all Directors must not exceed in aggregate the amount fixed by the Company in a general meeting or, prior to an amount being fixed in general meeting, an amount determined by the Directors. The current aggregate remuneration for all Directors has not been set by the Company in general meeting.

The Directors will not be paid upon completion of the Offer.

The Board intends to review and consider the ongoing remuneration of Directors after the completion of the Acquisition in accordance with the Company’s Corpo-rate Governance policies and market practices.

9.4 INTERESTS AND FEES OF PROFESSIONALS

Other than as set out below or elsewhere in this Prospectus, no expert, promoter, or any other person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, nor any firm in which any of those persons is or was a partner nor any Company in which any of those persons is or was associated with has, or had within two years before lodgement of this Prospectus with ASIC:

(a) any interest in the formation or promotion of the Company or in any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer; and

(b) not recorded any amounts or benefits or has not agreed to be paid benefits for services rendered by such persons in connection with the formation or promotion of the Company or the Offer.


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Bentleys NSW Audit Pty Limited (Bentleys) has acted as Auditor to the Company. Bentleys has reviewed the interim financial report included in Section 6B of this Prospectus and the annual report included in Section 6C of this Prospectus and provided the Independent Audit Reports contained therein. In accordance with their terms of engagement, the Company estimates it will pay Bentleys a total of $7000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, Bentleys has not provided any other services to the Company.

BTC Lawyers has acted as solicitor to the Company in relation to this Prospectus. The Company estimates it will pay $5000 (excluding GST) for these services up to the date of lodgement of this Prospectus with ASIC. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with ASIC, BTC Lawyers has not provided any other services to the Company.

9.5 RELATED PARTY TRANSACTIONS

At the date of this Prospectus, no material transactions with related parties, or director’s interests or third parties exist or are contemplated that the Directors are aware of, other than those disclosed below:

• Binding Term Sheet with TTG Resource Technolo-gies Pty Limited as described in Section 8.2;

• Royalty Deed with TTG Resource Technologies Pty Limited as described in Section 8.3; and

• Technology Licensing Agreement between CNU and TTG Resource Technologies Pty Limited as described in Section 8.4.

9.6 EXPENSES OF THE OFFER

It is estimated that approximately $31,100 in expenses will be incurred or payable by the Company in respect of legal, accounting, printing and ASIC fees, and other miscellaneous costs arising from this Prospectus and the Offer. The total costs are as set out in the Table 9.

Table 9. Expenses of the Offer.

Item of expenditure Expenses

($)

ASIC fees 2,350

Advisers' fees 23,750

Printing and distribution 5,000

Total 31,100

9.7 CONSENTS

Each of the parties referred to in this section:

(a) has not authorised or caused the issue of this Pro-spectus;

(b) does not make, or purport to make, any statement in this Prospectus or on which a statement made in the Prospectus is based, other than as specified in this section; and

(c) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Bentleys has given its written consent to being named as Auditor to the Company and to the inclusion of the Independent Audit Reports that form part of the interim financial report and the annual report in Sections 6B and 6C of this Prospectus in the form and context in which they are included. Bentleys has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

BTC Lawyers has given its written consent to being named as solicitor for the Offer in this Prospectus. BTC Lawyers has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Security Transfer Registrars Pty Limited has given its written consent to being named as the share registry to the Company in this Prospectus and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.


9.8 DISPUTES AND LITIGATION

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threat-ened against the Company.

9.9 TAXATION

The acquisition and disposal of Shares in the Company will have tax consequences, which will differ depend-ing on the individual circumstances of each investor. All potential investors in the Company are urged to obtain independent professional financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally. It is the sole responsibility of potential Applicants to inform themselves of their taxa-tion position resulting from participation in the Offer.

The Directors do not consider that it is appropriate to give potential Applicants advice regarding taxation mat-ters and consequences of applying for Shares under this Prospectus, as it is not possible to provide a comprehen-sive summary of all the possible taxation positions of potential Applicants.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability or responsibility with respect to any taxation consequences to investors of subscribing for Shares under this Prospectus.

9.10 ELECTRONIC PROSPECTUS

Pursuant to Class Order 00/44, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with ASIC, the publication of notices referring to an electronic prospectus or electronic ap-plication form, and the issue of shares in response to an electronic application form, subject to compliance with certain provisions.

Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

If you have received this Prospectus as an electronic prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and it will send to you free of charge either a hard copy or a further electronic copy of this Prospectus or both. Alternatively, you may obtain a copy of this Prospectus from the website of the Company at ecomagnesium.com/prospectus.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus.

The Company reserves the right not to accept an Ap-plication Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement Prospectus or any of those documents were incomplete or altered. In such a case, the application monies received will be dealt with in accordance with section 722 of the Corporations Act.

9.11 DOCUMENTS AVAILABLE FOR INSPECTION

The following documents are available for inspection during normal business hours at the registered office of the Company:

• this Prospectus;

• the Constitution; and

• the consents referred to in Section 9.7 of this Pro-spectus.


91

P R O S P E C T U S 2 0 1 7


The magnesium materials that EcoMag proposes to produce are required for the production of chemically-toughened glasses such as ‘Gorilla Glass’, used in displays for smartphones and tablets.

92 THIS IS A REPLACEMENT PROSPECTUS DATED 3 MAY 2017. IT REPLACES A PROSPECTUS DATED 30 MARCH 2017 RELATING TO SHARES OF ECOMAG LIMITED.EcoMag’s process is based on recovering materials from bitterns and other magnesium-rich brines.

93

P R O S P E C T U S 2 0 1 7


10 DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that, in respect to any other statements made in this Prospectus by persons other than Directors, the Directors have made reasonable enquiries and, on that basis, have reasonable grounds to believe that persons making the statement or statements were competent to make such statements. Those persons have given their consent to the statements being included in this Prospectus, in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with ASIC or, to the Directors’ knowledge, before any issue of Shares pursuant to this Prospectus.

Tony CrimminsEx E c u t i v E ch a i r m a n

fo r a n D o n b E h a l f o f Ec omaG l i m i t E D

3 may 2017

EcoMag’smaterialscanberefinedtoproducemagnesiummetal,thelightestofallstructuralmetals.

PLEASE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM This application relates to the offer of Fully Paid Ordinary Shares at the price of $0.50 per Share. No share will be issued pursuant to the Prospectus later than 13 months after the date of the Prospectus. Before completing this Application Form you should read the accompanying Prospectus and the instructions overleaf. Please print in BLOCK LETTERS.

I / We apply for: I/We lodge full application of monies of:

, , shares at AUD $0.50 per share A $ , , .

or such lesser number of shares which may be allocated to me/us by the Directors.

Full Name of Applicant / Company Title (e.g.: Dr, Mrs) Given Name(s) or Company Name

Joint Applicant #2 Title (e.g.: Dr, Mrs) Given Name(s) or Company Name


Account Designation (for example: THE SMITH SUPERFUND A/C)

< > Postal Address Unit Street Number Street Name or PO BOX

Suburb / Town / City State Postcode

Country Name (if not Australia)

CHESS HIN (where applicable) If an incorrect CHESS HIN has been provided (for example, an incorrect number as registration details do not

match those registered) any securities issued will be held on the Issuer Sponsored sub-register.

Tax File Number / Australian Business Number Tax File Number of Security Holder #2 (Joint Holdings Only)

Contact Name Contact Number

( ) Email Address

@

Declaration and Statements: (1) I/We declare that all details and statements made by me/us are complete and accurate. (2) I/We agree to be bound by the Terms & Conditions set out in the Prospectus and by the Constitution of the Company. (3) I/We authorise the Company to complete and execute any documentation necessary to effect the issue of Securities to me/us. (4) I/We have received personally a copy of the Prospectus accompanied by or attached to this Application form, or a copy of the

Application Form or a direct derivative of the Application Form before applying for the Securities. (5) I/We acknowledge that the Company will send me/us a paper copy of the Prospectus and any Supplementary Prospectus (if applicable)

free of charge if I/we request so during the currency of the Prospectus. (6) I/We acknowledge that returning the Application Form with the application monies will constitute my/our offer to subscribe for Securities in the Company and that no notice of acceptance of the application

will be provided.

ECOIPO

ECOMAG LIMITED ACN: 607 244 600

APPLICATION FORM THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

5

BROKER STAMP

Broker Code

Advisor Code

Broker Code

Advisor Code

X

BPAY® this payment via internet or phone banking. Please visit our share registry's website: www.securitytransfer.com.au and complete the online application form. If electronic payment cannot be made then cheque(s) or bank draft(s) can be used . See reverse for further payment instructions.

All Correspondence to: Security Transfer Australia Pty Ltd PO Box 52 Collins Street West VIC 8007 T: 1300 992 916 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au


95

P R O S P E C T U S 2 0 1 7


PLEASE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM This application relates to the offer of Fully Paid Ordinary Shares at the price of $0.50 per Share. No share will be issued pursuant to the Prospectus later than 13 months after the date of the Prospectus. Before completing this Application Form you should read the accompanying Prospectus and the instructions overleaf. Please print in BLOCK LETTERS.

I / We apply for: I/We lodge full application of monies of:

, , shares at AUD $0.50 per share A $ , , .

or such lesser number of shares which may be allocated to me/us by the Directors.

Full Name of Applicant / Company Title (e.g.: Dr, Mrs) Given Name(s) or Company Name



Account Designation (for example: THE SMITH SUPERFUND A/C)

< > Postal Address Unit Street Number Street Name or PO BOX

Suburb / Town / City State Postcode

Country Name (if not Australia)

CHESS HIN (where applicable) If an incorrect CHESS HIN has been provided (for example, an incorrect number as registration details do not

match those registered) any securities issued will be held on the Issuer Sponsored sub-register.

Tax File Number / Australian Business Number Tax File Number of Security Holder #2 (Joint Holdings Only)

Contact Name Contact Number

( ) Email Address

@

Declaration and Statements: (1) I/We declare that all details and statements made by me/us are complete and accurate. (2) I/We agree to be bound by the Terms & Conditions set out in the Prospectus and by the Constitution of the Company. (3) I/We authorise the Company to complete and execute any documentation necessary to effect the issue of Securities to me/us. (4) I/We have received personally a copy of the Prospectus accompanied by or attached to this Application form, or a copy of the

Application Form or a direct derivative of the Application Form before applying for the Securities. (5) I/We acknowledge that the Company will send me/us a paper copy of the Prospectus and any Supplementary Prospectus (if applicable)

free of charge if I/we request so during the currency of the Prospectus. (6) I/We acknowledge that returning the Application Form with the application monies will constitute my/our offer to subscribe for Securities in the Company and that no notice of acceptance of the application

will be provided.

ECOIPO

ECOMAG LIMITED ACN: 607 244 600

APPLICATION FORM THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

5

BROKER STAMP

Broker Code

Advisor Code

Broker Code

Advisor Code

X

BPAY® this payment via internet or phone banking. Please visit our share registry's website: www.securitytransfer.com.au and complete the online application form. If electronic payment cannot be made then cheque(s) or bank draft(s) can be used . See reverse for further payment instructions.

All Correspondence to: Security Transfer Australia Pty Ltd PO Box 52 Collins Street West VIC 8007 T: 1300 992 916 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au



+ +

PRIVACY STATEMENT Personal informa�on is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securi�es issuers for the purpose of maintaining registers of security holders, facilita�ng distribu�on payments and other corporate ac�ons and communica�ons. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permi�ed by law. If you would like details of your personal informa�on held by Security Transfer Australia Pty Ltd or you would like to correct informa�on that is inaccurate please contact them on the address on this form.

TO MEET THE REQUIREMENTS OF THE CORPORATIONS ACT, THIS FORM MUST NOT BE HANDED TO ANY PERSON UNLESS IT IS ATTACHED TO OR ACCOMPANIED BY THE PROSPECTUS DATED 3 MAY 2017 AND ANY RELEVANT SUPPLEMENTARY PROSPECTUS

This Application Form relates to the Offer of Fully Paid Shares in ECOMAG LIMITED pursuant to the Prospectus dated 3 May 2017.

APPLICATION FORMS Please complete all parts of the Application Form using BLOCK LETTERS. Use correct forms of registrable name (see below). Applications using the wrong form of name may be rejected. Current CHESS participants should complete their name and address in the same format as they are presently registered in the CHESS system.

Insert the number of Shares you wish to apply for. The application must be for a minimum of 4000 Shares and thereafter in multiples of 500 Shares. The applicant(s) agree(s) upon and subject to the terms of the Prospectus to take any number of Shares equal to or less than the number of Shares indicated on the Application Form that may be allotted to the applicants pursuant to the Prospectus and declare(s) that all details of statements made are complete and accurate.

No notice of acceptance of the application will be provided by the Company prior to the allotment of Shares. Applicants agree to be bound upon acceptance by the Company of the application.

Please provide us with a telephone contact number (including the person responsible in the case of an application by a company) so that we can contact you prompt ly if there is a query in your Application Form. If your Application Form is not completed correctly, it may still be treated as valid. There is no requirement to sign the Application Form. The Company's decision as to whether to treat your application as valid, and how to construe, amend or complete it shall be final.

PAYMENT

® Registered to BPAY Pty Ltd ABN 69 079 137 518

Applicants should be aware of their financial institution's cut-off time (the time payment must be made to be processed overnight) and ensure payment is processed by their financial institution on or before the day prior to the closing date of the offer.

BPAY applications will only be regarded as accepted if payment is received by the registry from your financial institution on or prior to the closing date. It is the applicant's responsibility to ensure funds are submitted correctly by the closing date and time.

You do not need to return any documents if you have made payment via BPAY. Your BPAY reference number will process your payment to your application electronically and you will be deemed to have applied for such securities for which you have paid.

All cheques should be made payable to ECOMAG LIMITED and drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid. Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured. Do not forward cash as receipts will not be issued.

LODGING OF APPLICATIONS Completed Application Forms and cheques must be:

OR Posted to: ECOMAG LIMITED c/- Security Transfer Australia Pty Ltd PO Box 52 Collins Street West VIC 8007

Delivered to: ECOMAG LIMITED c/- Security Transfer Australia Pty Ltd Suite 511, The Trust Building 155 King Street SYDNEY NSW 2000

Applications must be received by no later than 5 pm (Sydney time) on 30 June 2017, which may be changed immediately after the Opening Date at any time and at the discretion of the Company.

CHESS HIN/BROKER SPONSORED APPLICANTS The Company intends to become an Issuer Sponsored participant in the ASX CHESS System. This enables a holder to receive a statement of holding rather than a certificate. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold shares allotted to you under this Application on the CHESS sub-register, enter your CHESS HIN. Otherwise, leave this box blank and your Shares will automatically be Issuer Sponsored on allotment.

CORRECT FORM OF REGISTRABLE TITLE Note that only legal entities are allowed to hold securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to ECOMAG LIMITED. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the example of the correct forms of registrable names below:

TYPE OF INVESTOR INCORRECT

Individual J A Smith Use given names in full, not initials. Company ABC P/L or ABC Co Use the company's full title, not abbreviations. Joint Holdings Peter Robert & Use full and complete names. Louise S Williams Trusts Sue Smith Family Trust Use trustee(s) personal name(s), Do not use the name of the trust. Deceased Estates Estate of Late John Smith Use the executor(s) personal name(s). or

John Smith Deceased Minor (a person under the age of 18) Master Peter Smith Use the name of a responsible adult with an appropriate designation. Partnerships John Smith and Son Use the partners' personal names. Do not use the name of the partnership.

Superannuation Funds Use the name of the trustee(s) of the super fund. Jane Smith Pty Ltd

CORRECT

Mr John Alfred Smith

ABC Pty Ltd

Mr Peter Robert Williams & Ms Louise Susan Williams Mrs Susan Jane Smith <Sue Smith Family A/C> Ms Jane Mary Smith & Mr Frank William Smith <Estate John Smith A/C> Mr John Alfred Smith <Peter Smith A/C> Mr John Robert Smith & Mr Michael John Smith <John Smith and Son A/C>

Jane Smith Pty Ltd <JSuper Fund A/C> Superannuation Fund

BPAY® your payment via internet or phone banking. Please visit our share registry's website: www.securitytransfer.com.au and complete the online application form. All online applicants can BPAY their payments via internet or phone banking. A unique reference number will be quoted upon completion of the application.


97

P R O S P E C T U S 2 0 1 7


+ +

PRIVACY STATEMENT Personal informa�on is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securi�es issuers for the purpose of maintaining registers of security holders, facilita�ng distribu�on payments and other corporate ac�ons and communica�ons. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permi�ed by law. If you would like details of your personal informa�on held by Security Transfer Australia Pty Ltd or you would like to correct informa�on that is inaccurate please contact them on the address on this form.

TO MEET THE REQUIREMENTS OF THE CORPORATIONS ACT, THIS FORM MUST NOT BE HANDED TO ANY PERSON UNLESS IT IS ATTACHED TO OR ACCOMPANIED BY THE PROSPECTUS DATED 3 MAY 2017 AND ANY RELEVANT SUPPLEMENTARY PROSPECTUS

This Application Form relates to the Offer of Fully Paid Shares in ECOMAG LIMITED pursuant to the Prospectus dated 3 May 2017.

APPLICATION FORMS Please complete all parts of the Application Form using BLOCK LETTERS. Use correct forms of registrable name (see below). Applications using the wrong form of name may be rejected. Current CHESS participants should complete their name and address in the same format as they are presently registered in the CHESS system.

Insert the number of Shares you wish to apply for. The application must be for a minimum of 4000 Shares and thereafter in multiples of 500 Shares. The applicant(s) agree(s) upon and subject to the terms of the Prospectus to take any number of Shares equal to or less than the number of Shares indicated on the Application Form that may be allotted to the applicants pursuant to the Prospectus and declare(s) that all details of statements made are complete and accurate.

No notice of acceptance of the application will be provided by the Company prior to the allotment of Shares. Applicants agree to be bound upon acceptance by the Company of the application.

Please provide us with a telephone contact number (including the person responsible in the case of an application by a company) so that we can contact you prompt ly if there is a query in your Application Form. If your Application Form is not completed correctly, it may still be treated as valid. There is no requirement to sign the Application Form. The Company's decision as to whether to treat your application as valid, and how to construe, amend or complete it shall be final.

PAYMENT

® Registered to BPAY Pty Ltd ABN 69 079 137 518

Applicants should be aware of their financial institution's cut-off time (the time payment must be made to be processed overnight) and ensure payment is processed by their financial institution on or before the day prior to the closing date of the offer.

BPAY applications will only be regarded as accepted if payment is received by the registry from your financial institution on or prior to the closing date. It is the applicant's responsibility to ensure funds are submitted correctly by the closing date and time.

You do not need to return any documents if you have made payment via BPAY. Your BPAY reference number will process your payment to your application electronically and you will be deemed to have applied for such securities for which you have paid.

All cheques should be made payable to ECOMAG LIMITED and drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid. Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured. Do not forward cash as receipts will not be issued.

LODGING OF APPLICATIONS Completed Application Forms and cheques must be:

OR Posted to: ECOMAG LIMITED c/- Security Transfer Australia Pty Ltd PO Box 52 Collins Street West VIC 8007

Delivered to: ECOMAG LIMITED c/- Security Transfer Australia Pty Ltd Suite 511, The Trust Building 155 King Street SYDNEY NSW 2000

Applications must be received by no later than 5 pm (Sydney time) on 30 June 2017, which may be changed immediately after the Opening Date at any time and at the discretion of the Company.

CHESS HIN/BROKER SPONSORED APPLICANTS The Company intends to become an Issuer Sponsored participant in the ASX CHESS System. This enables a holder to receive a statement of holding rather than a certificate. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold shares allotted to you under this Application on the CHESS sub-register, enter your CHESS HIN. Otherwise, leave this box blank and your Shares will automatically be Issuer Sponsored on allotment.

CORRECT FORM OF REGISTRABLE TITLE Note that only legal entities are allowed to hold securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to ECOMAG LIMITED. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the example of the correct forms of registrable names below:

TYPE OF INVESTOR INCORRECT

Individual J A Smith Use given names in full, not initials. Company ABC P/L or ABC Co Use the company's full title, not abbreviations. Joint Holdings Peter Robert & Use full and complete names. Louise S Williams Trusts Sue Smith Family Trust Use trustee(s) personal name(s), Do not use the name of the trust. Deceased Estates Estate of Late John Smith Use the executor(s) personal name(s). or

John Smith Deceased Minor (a person under the age of 18) Master Peter Smith Use the name of a responsible adult with an appropriate designation. Partnerships John Smith and Son Use the partners' personal names. Do not use the name of the partnership.

Superannuation Funds Use the name of the trustee(s) of the super fund. Jane Smith Pty Ltd

CORRECT

Mr John Alfred Smith

ABC Pty Ltd

Mr Peter Robert Williams & Ms Louise Susan Williams Mrs Susan Jane Smith <Sue Smith Family A/C> Ms Jane Mary Smith & Mr Frank William Smith <Estate John Smith A/C> Mr John Alfred Smith <Peter Smith A/C> Mr John Robert Smith & Mr Michael John Smith <John Smith and Son A/C>

Jane Smith Pty Ltd <JSuper Fund A/C> Superannuation Fund

BPAY® your payment via internet or phone banking. Please visit our share registry's website: www.securitytransfer.com.au and complete the online application form. All online applicants can BPAY their payments via internet or phone banking. A unique reference number will be quoted upon completion of the application.


GlossaryA$or $ means Australian dollars.

Applicant means an entity applying for Shares under the Offer.

ApplicationForm means the application form ac-companying this Prospectus (and includes a copy of the application form printed from the website at which the Electronic Prospectus is located) relating to the Offer.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) or the financial market operated by it known as the Australian Securities Exchange (as the context requires).

ATH means alumina trihydrate.

Bentleys means Bentleys NSW Audit Pty Limited.

Board orBoardof Directorsmeans the board of Directors as constituted from time to time.

BusinessDay means a week day when trading banks are ordinarily open for business in Sydney, New South Wales.

CapitalRaising means the proposed raising of at least $2,000,000 under this Prospectus.

CCM means caustic calcined magnesia (MgO).

CGT means capital gains tax.

ClosingDate means the closing date of the Offer as set out in the indicative timetable in Section 3.2 (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

CNU means Chonnam National University.

CNULicenceAgreement means the technology licence agreement between the Company and CNU, as summarised in Section 8.1.

CNUTechnology means the technology developed by CNU and licensed by the Company through the CNU License Agreement.

CNU–TTGAgreement means the technology marketing licence agreement between CNU and TTG, as summarised in Section 8.4.

Company means EcoMag Limited (ACN 607 244 600).

Constitution means the constitution of the Company.

CorporationsActmeans the Corporations Act 2001 (Cth).

Director means a director of the Company at the date of this Prospectus.

DLR means German Aerospace Center (Deutsches Zentrum für Luft- und Raumfahrt e.V.).

DSL means Dampier Salt Limited (ACN 008 706 590).

DSLMOU means the memorandum of understanding between the Company and DSL, as summarised in Section 8.5.

EcoMag means the Company.

ElectronicProspectus means the electronic copy of this Prospectus located at the Company’s website ecomagnesium.com.

EngineeringConceptStudymeans the engineering concept study commissioned by EcoMag and conducted by OSD, as cited in Section.

ExpiryDate mean 5.00pm Sydney Time on that date which is 13 months after the date this Prospectus was lodged with ASIC.

ExposurePeriod means the period of seven days after the date of lodgement of this Prospectus, which period may be extended by ASIC by not more than seven days pursuant to section 727(3) of the Corporations Act.

Greenwatt means Greenwatt Pty Limited (ACN 106 543 891).

GST means goods and services tax.

HBM means hard-burned magnesia (MgO).

HMC means hydrated magnesium carbonate, also known as hydromagnesite, chemical formula 4MgCO3·Mg(OH)2·4H2O.

IP means intellectual property.

IssuePrice means $0.50.

KC means Korea Chemical (KC) Corp Ltd, a company registered in the Republic of Korea.


KCMOU means the memorandum of understand-ing between the Company and KC, as summarised in Section 8.6.

kt means one thousand metric tonnes.

KRW means South Korean won.

LCA means the life-cycle analysis commissioned by EcoMag and conducted by DLR, as cited in Section 4.6.

LodgementDate means the date this Prospectus was lodged with ASIC as set out in Section 3.2.

m3 means cubic metres.

MaterialContracts means the material contracts to which the Company is a party that may be material in terms of the Offer for the operation of the business of the Company or otherwise may be relevant to a potential investor in the Company, and which are summarised in Section 8.

MaximumSubscription means the maximum sub-scription under the Offer being 6,000,000 Shares to raise $3,000,000.

MDH means magnesium hydroxide, also known as magnesium dihydroxide, chemical formula Mg(OH)2.

Mg means magnesium.

MgO means magnesium oxide, also known as magnesia.

MinimumSubscription means the minimum subscrip-tion under the Offer being 4,000,000 Shares to raise $2,000,000.

MOU means memorandum of understanding.

Mt means one million metric tonnes.

Offer means the public offer of 4,000,000 Shares together with the capacity to accept oversubscriptions of a further 1,000,000 Shares under this Prospectus.

OnlineApplicationForm means the application form available at www.securitytransfer.com.au relating to the Offer.

OpeningDate means the opening date of the Offer as set out in the indicative timetable in Section 3.2.

OSD means OSD Pty Limited (ACN 058 047 046).

pa means per annum.

Prospectus means this prospectus.

R&D means research and development.

RoyaltyDeed means the royalty deed entered into between the Company and TTG, as summarised in Section 8.3.

Section means a section of this Prospectus.

Securities means Shares, Options or both as the context requires.

SecurityTransferAustralia means Security Transfer Australia Pty Limited (ACN 008 894 488).

Share means a fully paid ordinary share in the capital of the Company.

ShareRegistry means Security Transfer Australia.

Shareholder means a holder of Shares.

t means metric tonne.

TTG means TTG Resource Technologies Pty Limited (ACN 156 047 675).

TTGAgreement means the binding term sheet between the Company and TTG, as summarised in Section 8.2.

UNSW means the University of New South Wales, Australia.

US$ means United States dollars.

Glossary

www.ecomagnesium.comRear cover: Solar salt operations at Shark Bay in Western Australia. Photo credit: Simon Butterworth.

www.ecomagnesium.com

ecomag limited - wordpress.com · dated 30 march 2017 relating to shares of ecomag limited. this...

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