Announcement PDF Prospectus Investigator Resources Limited ACN 115 338 979 Entitlement Offer of New Options For a pro-rata non-renounceable entitlement issue of one (1) New Option for every five (5) Shares and every five (5) IVRO Options held by those Eligible Securityholders registered at the Record Date at an issue price of $0.001 per New Option (Offer). The Offer closes on 24 March 2025. Subject to potential scale-back, Eligible Securityholders can also apply for Additional New Options under a Top-Up Facility up to a maximum of 100% of their full Entitlement. The New Options offered under this Prospectus are each exercisable at $0.042 and expire on 24 March 2028. Important Information This Prospectus is important and should be read in its entirety. Please read the instructions in this document and on the applicable Entitlement and Acceptance Form regarding acceptance of the Offer carefully. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant, tax or other professional adviser. The investment offered by this Prospectus should be considered as speculative. Contents Important Notice 3 1. Key Offer Information 4 2. Details of the Offer 6 3. Purpose and Effect of the Offer 13 4. Rights and liabilities attaching to securities 15 5. Risk Factors 17 6. Additional Information 20 7. Glossary 24 Corporate Directory 26 2 Important Notice General The Prospectus is dated 4 March 2025 and a copy of this Prospectus was lodged with ASIC on that date. ASIC and ASX do not take any responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates. No New Options will be issued pursuant to this Prospectus later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus). No exposure period applies to this Prospectus by operation of ASIC Corporations (Exposure Period) Instrument 2016/74. Applications for New Options under the Offer will only be accepted on an original Entitlement and Acceptance Form distributed with a copy of this Prospectus by the Company to Eligible Securityholders. The Corporations Act prohibits any person from passing on to another person an Entitlement and Acceptance Form unless it is accompanied by a complete and unaltered copy of this Prospectus. This Prospectus is a transaction specific prospectus for an offer of New Options to acquire continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus and is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company. Risk factors Before deciding to invest in the Company, potential investors should read the entire Prospectus. In considering the prospects for the Company, potential investors should consider the assumptions underlying the prospective financial information and the risk factors that could affect the performance of the Company. Potential investors should carefully consider these factors in light of personal circumstances (including financial and taxation issues) and seek professional advice from a stockbroker, accountant or other independent financial adviser before deciding to invest. Forward-looking statements This Prospectus may contain 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 Company, Directors and management. 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. The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this prospectus, except where required by law. 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, including the risk factors set summarised in this Prospectus. Publicly available information Information about the Company is publicly available and can be obtained from ASIC and ASX (including ASX’s website www.asx.com.au). The contents of any website or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Offer. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest in New Options or the Company. No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. Offer restrictions The Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of New Options these Securityholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and New Options will not be issued to Shareholders with a registered address which is outside Australia or New Zealand, unless otherwise determined by the Company. Please refer to Section 2.11 for further details on overseas shareholders. Target Market Determination In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of New Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company’s website www.investres.com.au. By making an application under the Offer, you will be taken to have read the TMD and fall within the target market set out in the TMD. Interpretation A number of terms and abbreviations used in this Prospectus have defined meanings which are set out in Section 7. All references in this Prospectus to $, AUD or dollars are references to Australian currency, unless otherwise stated. All references to time in this Prospectus relate to the time in Melbourne, Australia. 3 1. Key Offer Information 1.1. Timetable The timetable for the Offer is as follows: Event Date Lodgement of Prospectus with ASIC and ASX and Appendix 3B 4 March 2025 Ex date 6 March 2025 Record Date 7 March 2025 Opening Date of the Offer and despatch of New Options Prospectus 12 March 2025 Closing date 24 March 2025 Announcement of Offer Results 27 March 2025 Last date for IVR to issue the New Options and lodge an Appendix 2A and apply for quotation of the New Options * Options commence trading on normal settlement and despatch of Holding Statements Last date for the shortfall offer close Before noon on 31 March 2025 1 April 2025 No later than 3 months after the closing date *The date the New Options are expected to commence trading on ASX may vary. Quotation of the New Options is subject to the Company being able to satisfy ASX of the quotation requirements set out in Chapter 2 of the Listing Rules. See Section 2.7 for details. 1.2. Summary of the Offer A summary of the key statistics of the Offer, assuming all Entitlements are accepted and no Shares are issued prior to the Record Date, are set out below. Offer price Entitlement Ratio Shares currently on issue IVRO Options currently on issue New Options to be issued under the Offer Gross proceeds of the Offer 1.3. $0.001 1:5 1,588,879,574 318,091,182 381,394,150 $381,394 Risk factors Potential investors should be aware that subscribing for New Options in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 5 of the Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the New Options in the future. Accordingly, an investment in the Company should be considered speculative. Investors should consider consulting their professional advisers before deciding whether to apply for New Options pursuant to this Prospectus. 4 1.4. Directors' interest in Securities The relevant interest of each of the current and proposed Directors in the Securities of the Company as at the date of this Prospectus, is set out in the table below: Current and Proposed Directors IVR Shares IVRO Options Richard Hillis 521,411 128,206 Andrew Shearer 2,256,411 528,206 Andrew Mcllwain 10,860,256 2,157,513 Lachlan Wallace nil nil Each current Director intends to take up their Entitlements under the Offer in full. 1.5. Details of Substantial Holder Based on publicly available information as at the date of this Prospectus, the following person (together with its associates) has a relevant interest in 5% or more of the Shares on issue: Shareholder Name Merian Global Investors (UK Limited) Number of Shares Percentage 242,316,624 15.25% There will be no change to the substantial holder on completion of the Offer as the Offer involves the issue of New Options only. 1.6. Effect on Control and dilution The Offer will not dilute the interests of non-participating Securityholders, as the Offer involves the issue of New Options only. However, if any New Options issued under the Offer are subsequently exercised and new Shares are issued, then at the time those new Shares would dilute the holding of all Shareholders. There will be no change to any Shareholder’s voting power as a result of the issue of the New Options on completion of the Offer. However, where Shares are issued on exercise of New Options, the voting power of the Shareholder would increase. The likelihood of New Options being exercised is dependent on the price of Shares from time to time until the New Options expire. The Company is not presently able to further speculate whether the exercise of the New Options could impact on the control of the Company. The Offer to Shareholders does not use up any of the Company's Listing Rule 7.1 placement capacity. The Offer to IVRO Option holders uses up some of the Company's Listing Rule 7.1 placement capacity. 5 2. DETAILS OF THE OFFER 2.1. The Offer The Offer is being made as a pro-rata non-renounceable entitlement issue of one (1) New Option for every five (5) Shares and every five (5) IVRO Options held by Eligible Securityholders registered at the Record Date at an issue price of $0.001 per New Option (Offer). In the calculation of any Entitlement, fractions will be rounded down to the nearest whole number. The New Options offered under the Offer are each exercisable at $0.042 and expire on 24 March 2028. Refer to Section 4.1 for the full terms and conditions of the New Options. All Shares issued upon exercise of New Options offered under the Offer will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 4.2 for further information regarding the rights and liabilities attaching to the Shares. The Offer is non-renounceable. Accordingly, an Eligible Securityholder may not sell or transfer all or part of their Entitlement. The purpose of the Offer and the intended use of funds raised are set out in Section 3.1. 2.2. Top-Up Facility Subject to potential scale-back as set out below, Eligible Securityholders who take up their Entitlements in full may also apply for Additional New Options in excess of their Entitlement, up to a maximum of 100% of their full Entitlement at the issue price in a 'top-up' facility (Top-Up Facility). Allocation Policy The Allocation Policy is that each Eligible Securityholder that: (a) takes up their Entitlement in full; and (b) subscribes for Additional New Options under the Top-Up Facility, will be allocated the number of Additional New Options they applied for up to a maximum of 100% of their full Entitlement subject to potential scale-back as set out below. Eligible Securityholders should be aware that: (c) there is no guarantee that any application in the Top-Up Facility will be successful; (d) the Top-Up Facility has the same closing date as the Offer; (e) the issue price of Additional New Options under the Top-Up Facility is the same as the issue price; and (f) the Company will not issue Additional New Options under the Top-Up Facility where to do so would result in a breach of its constitution, the Corporations Act or the ASX Listing Rules. Scale-back Subject to potential scale-back as set out below, Eligible Securityholders who take up their Entitlements in full may also apply for Additional New Options in excess of their Entitlement, up to a maximum of 100% of their full Entitlement at the issue price in the Top-Up Facility. New Options under the Top-Up Facility will only be allocated if there are sufficient New Options available. If there are excess applications under the Top-Up Facility, the Company will scale back applications for Additional New Options. The scale-back will apply on a pro rata basis to applications for Additional New Options subject to the Company's discretion. 6 In the event of a scale-back, the difference between the Application Monies received, and the number of Additional New Options allocated to you multiplied by the issue price will be refunded following allotment. No interest will be paid on any Application Monies received and returned. 2.3. What Eligible Securityholders may do Eligible Securityholders are also invited to apply for Additional New Options in excess of their Entitlement under the Top-Up Facility if there is a shortfall between applications received from Eligible Securityholders and the number of New Options proposed to be issued under the Offer. The number of New Options to which Eligible Securityholders are entitled to apply for under the Offer is shown on the personalised Entitlement and Acceptance Form which accompanies this Prospectus. Eligible Securityholders may choose any of the choices set out in the table below. Choices Key Considerations For more information Take up all of your Entitlement (and you can also apply for Additional New Options under the Top-Up Facility)  Should you wish to accept all of your Entitlement, then your application for New Options under this Prospectus must be made by following the instructions on the personalised Entitlement and Acceptance Form which accompanies this Prospectus and can be accessed online at www.computersharecas.com.au/ivr. Please read the instructions carefully. Subject to potential scale-back, if you take up all of your Entitlement, you may also apply for Additional New Options under the Top-Up Facility. Payment can be made by the methods set out in Section 2.4. As set out in Section 2.4, if you pay by BPAY or EFT, you do not need to return the Entitlement and Acceptance Form. Sections 2.4 and 2.5 If you wish to take up only part of your Entitlement and allow the balance to lapse, your application must be made by completing the personalised Entitlement and Acceptance Form which accompanies this Prospectus and can be accessed online at www.computersharecas.com.au/ivr for the number of New Options you wish to take up and making payment using the methods set out in Section 2.4 below. As set out in Section 2.4, if you pay by BPAY or EFT, you do not need to return the Entitlement and Acceptance Form. You will not be entitled to apply for Additional New Options under the Top-Up Facility. You should note that, as per the allocation policy set out in Section 2.6, the Company has the right to the placement of any Shortfall New Options. Sections 2.4, 2.5 and 2.6 If you do not wish to accept any part of your Entitlement, you are not obliged to do anything. If you do not take up your Entitlement by the Closing Date, the Offer to you will lapse. You should note that, as per the allocation policy set out in Section 2.6, the Company has the right to the placement of any Shortfall New Options. Section 2.6   Take up a proportion of your Entitlement and allow the balance to lapse    Allow all of your Entitlement to lapse 2.4.   Payment Eligible Securityholders are requested not to forward cash as cash payment will not be accepted. Receipts for payment will not be provided. Neither the Company nor the Share Registry accepts any responsibility if you lodge your Entitlement and Acceptance Form and payment at any other address or by any means other than those detailed in this Prospectus and in the Entitlement and Acceptance Form. 7 Payment by BPAY® For payment by BPAY®, please follow the instructions on the Entitlement and Acceptance Form which can be accessed online at www.computersharecas.com.au/ivr. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY®: (a) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; (b) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of Securities which is covered in full by your Application monies; and (c) if you pay more than your full Entitlement, you are deemed to have applied for as many Additional New Options as your excess amount will pay for in full (subject to the Allocation Policy and any scale-back determined by the Company in its absolute discretion under Section 2.2). You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted through BPAY® are received by 5.00pm (Melbourne time) on the Closing Date and using the correct BPAY® details. The Company shall not be responsible for any delay in the receipt of the BPAY® payment. By EFT Payment by Electronic Funds Transfer (EFT) is only available to all Eligible New Zealand Securityholders. If you wish to arrange for payment by EFT and are an Eligible New Zealand Securityholder, please follow the instructions on the Entitlement and Acceptance Form which can be accessed online at www.computersharecas.com.au/ivr or contact the Information Line for payment instructions. Please note should you choose to pay by EFT: (a) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; (b) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of New Options which is covered in full by your Application monies; and (c) if you pay more than your full Entitlement, you are deemed to have applied for as many Additional New Options as your excess amount will pay for in full (subject to the Allocation Policy and any scale-back determined by the Company in its absolute discretion under Section 2.2). You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted through EFT are received by 5.00pm (Melbourne time) on the Closing Date and using the correct EFT unique reference number. The Company shall not be responsible for any delay in the receipt of the EFT payment. Guidance where you have more than one BPAY Reference Number or EFT Unique Reference Number (ie, multiple eligible Securityholdings): If you have more than one shareholding of Securities and consequently receive more than one Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those Securityholdings only use the BPAY Reference Number or EFT Unique Reference 8 Number (as applicable) specific to that Securityholding as set out in the applicable Entitlement and Acceptance Form. Do not use the same BPAY Reference Number or EFT Unique Reference Number (as applicable) for more than one of your Securityholdings. This can result in your Application monies being applied to your Entitlement in respect of only one of your Securityholdings (with the result that any Application in respect of your remaining Securityholdings will not be valid). By cheque Payment by cheque will not be accepted. 2.5. Implications of an acceptance By returning a completed Entitlement and Acceptance form or payment of any Application Monies by BPAY® or EFT will be taken to constitute a representation by you that: 2.6. (a) you have received a copy of this Prospectus and the accompanying Entitlement and Acceptance Form, and read them both in their entirety; and (b) you acknowledge that once the Entitlement and Acceptance Form is completed, or a BPAY® payment or an EFT payment instruction is given in relation to any application monies, the application may not be varied or withdrawn except as required by law. Shortfall Offer Any Entitlement not taken up pursuant to the Offer will form the Shortfall Offer. The Shortfall Offer is a separate offer made pursuant to this Prospectus and will remain open for up to three months following the Closing Date. The issue price for each New Option to be issued under the Shortfall Offer shall be $0.001, being the price at which New Options have been offered under the Offer. If you do not wish to take up any part of your Entitlement you are not required to take any action. That part of your Entitlement not taken up will form part of the Shortfall Offer and will potentially be allocated to other third parties as part of the Shortfall Offer. The Shortfall Offer will only be available where there is a Shortfall between applications received from Eligible Securityholders and the number of New Options and Additional New Options proposed to be issued under the Offer. The Directors reserve the right to allocate New Options under the Shortfall Offer at their sole discretion. However, the Directors will not allocate New Options where acceptance may result in a breach of the Corporations Act, the Listing Rules or any other law, this includes Directors not being able to accept any New Options under the Shortfall Offer. All decisions made regarding the allocation of Shortfall New Options will be made by the Company and will be final and binding on all applicants under the Shortfall Offer. Any shortfall will be issued within three months after the Closing Date. 2.7. No ASX listing certainty The Company intends to apply for Official Quotation of the New Options offered under the Offer. Application will be made to ASX no later than 7 days after the date of this Prospectus for the Official Quotation of the New Options under the Offer. The New Options will only be admitted to Official Quotation if the quotation requirements under the Listing Rules are satisfied. In particular, ASX requires there to be at least 100,000 New Options and 50 holders with a marketable parcel in order for the New Options to be listed in accordance with the Listing Rule requirements. It is not certain whether these requirements will be satisfied, and satisfying these requirements is not a condition of the Offer. There is no certainty that the ASX will grant Official Quotation of the New Options. If the quotation requirements are not satisfied or ASX does not otherwise grant Official Quotation of the New Options, the New Options will be issued on an unquoted basis. This would mean that 9 the New Options will not be readily tradeable. The possibility that ASX may grant Official Quotation to the New Options is not to be taken in any way as an indication of the merits of the Company or the New Options now offered. 2.8. Issue New Options issued pursuant to the Offer will be issued in accordance with the Listing Rules and timetable set out at Section 1.1. New Options issued pursuant to the Shortfall Offer will be issued on a progressive basis. Where the number of New Options issued is less than the number applied for, or where no issue is made surplus Application monies will be refunded (without any interest) to the Applicant as soon as practicable after the closing date of the Shortfall Offer. Pending the issue of the New Options or payment of refunds pursuant to this Prospectus, all Application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest. Holding statements for New Options issued under the Offer will be distributed after the issue of New Options. 2.9. Not underwritten The Offer is not underwritten. 2.10. No minimum subscription There is no minimum subscription under the Offer. 2.11. Overseas shareholders The Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Securityholders, the number and value of New Options these Securityholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and New Options will not be issued to Securityholders with a registered address which is outside Australia or New Zealand, unless otherwise determined by the Company. New Zealand The New Options are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offer) Exemption Notice 2021 (New Zealand). This Prospectus has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain. Nominees and custodians Nominees and custodians may not submit an Entitlement and Acceptance Form on behalf of any Securityholder resident outside Australia and New Zealand without the prior consent of the Company, taking into account relevant securities law restrictions. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations. 10 2.12. CHESS and issuer sponsorship The Company operates an electronic CHESS sub-register and an electronic issue sponsored sub-register. These two sub-registers will make up the Company’s register of shares. The Company will not issue certificates to security holders. Rather, holding statements (similar to bank statements) will be dispatched to security holders as soon as practicable after allotment. Holding statements will be sent either by CHESS (for security holders who elect to hold Shares on the CHESS sub-register) or by the Company’s Share Registry (for security holders who elect to hold their Shares on the issuer sponsored sub-register). The statements will set out the number of New Options allotted under this Prospectus and the Holder Identification Number (for security holders who elect to hold Shares on the CHESS sub register) or Shareholder Reference Number (for security holders who elect to hold their shares on the issuer sponsored sub-register). Updated holding statements will also be sent to each security holder following the month in which the balance of their security holding changes, and also as required by the Listing Rules and the Corporations Act. 2.13. Electronic Prospectus This Prospectus is available in electronic format via the ASX website, www.asx.com.au (ASX Code “IVR”) and via t