ACN 142 014 873 PROSPECTUS For the Offer of up to 2,000 Shares each at an issue price of $0.06. THIS PROSPECTUS IS BEING ISSUED UNDER SECTION 708A(11) OF THE CORPORATIONS ACT 2001 FOR THE PURPOSE OF FACILITATING SECONDARY TRADING OF THE MUCHEA DEFERRED CONSIDERATION SHARES AND TRANCHE 2 PLACEMENT SHARES THIS OFFER CLOSES AT 5.00PM WST ON 19 SEPTEMBER 2018. VALID APPLICATIONS MUST BE RECEIVED BEFORE THAT TIME. Please read the instructions in this Prospectus and on the accompanying Application Form prior to applying for Shares under the Offer. THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY. IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY. THE SHARES OFFERED BY THIS PROSPECTUS ARE OF A SPECULATIVE NATURE. 1. Important Information This Prospectus is dated 17 September 2018. A copy of this Prospectus was lodged with ASIC on that date. ASIC and ASX take no responsibility for the contents of this Prospectus. No Shares will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus). A copy of this Prospectus is available for inspection at the registered office of the Company at Level 1, 6 Thelma Street, West Perth, WA, Australia, 6005, during normal business hours. The Company will also provide copies of other documents on request (see Section 6.3). The Company will apply to ASX within seven days of the date of this Prospectus for Official Quotation by ASX of the Shares offered by this Prospectus. Applications for Shares will only be accepted on an Application Form which is attached to, or provided by the Company with a copy of this Prospectus. The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by a complete and unaltered copy of this Prospectus. The Company is a disclosing entity listed on the ASX and this Prospectus is issued under section 713 of the Corporations Act 2001 (Cth) in reliance on information previously disclosed to the ASX by the Company. It does not contain, by itself, all information that would be contained in a prospectus for an initial public offering or all information relevant to a decision to invest in the Company. No person is authorised to give any information or to make any representation in connection with the Offer 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 the Offer. No action has been taken to permit the offer of Shares under this Prospectus in any jurisdiction other than Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus. This document is important and should be read in its entirety before deciding to participate in the Offer. This does not take into account the investment objectives, financial or taxation or particular needs of any Applicant. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to his/her particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult his/her stockbroker, solicitor, accountant or other professional adviser without delay. The Shares offered by this Prospectus should be considered speculative. Please refer to Section 4 for details relating to investment risks. By returning an Application Form, you acknowledge that you have received and read this Prospectus and you have acted in accordance with the terms of the Offer detailed in this Prospectus. Definitions of certain terms used in this Prospectus are contained in Section 8. All references to currency are to Australian dollars and all references to time are to WST, unless otherwise indicated. Page 1 2. Corporate Directory Directors Share Registry* Mr Paul Boyatzis (Non Exec. Chairman) Mr Bruce Maluish (Managing Director) Mr Peter Pawlowitsch (Non Exec. Director) Computershare Investor Services Pty Limited Level 11 172 St Georges Terrace PERTH WA 6000 Company Secretary Mr John Geary Registered Office Level 1 6 Thelma Street WEST PERTH WA 6005 Telephone: Facsimile: +61 (0) 8 9226 3780 +61 (0) 8 9226 3764 ASX Code: VRX Website: www.ventnorresources.com.au *This entity has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus. Its name is included for information purposes only. Page 2 3. Details of the Offer 3.1 The Offer The Company is offering pursuant to this Prospectus 2,000 Shares each at an issue price of $0.06 per Share (Offer). There is no minimum amount sought to be raised by the Offer. There is no provision for oversubscriptions. The Offer is not underwritten. Refer to Section 6.1 for a summary of the rights attaching to the Shares. 3.2 Purpose of the Offer This Prospectus has been issued to facilitate secondary trading of remaining Shares to be issued in connection with the Company’s acquisition of Wisecat (Wisecat Acquisition), Wisecat’s acquisition of the Muchea Tenement (Muchea Tenement Acquisition) and the Placement, as announced on 30 July 2018. The consideration for the Wisecat Acquisition was the issue by the Company of 8,333,33 Shares which were issued on 1 August 2018 in accordance with the Company’s 15% issue capacity under Listing Rule 7.1. The consideration for the Muchea Tenement Acquisition was the issue by the Company of 10,000,000 Shares, also issued on 1 August 2018, and 55,000,000 Shares (Muchea Deferred Consideration Shares) and 20,000,000 New Options, each exercisable at $0.10 on or before 30 June 2021, to be issued subject to Shareholder approval. The Company also announced a placement of 40,000,000 Shares each at an issue price of $0.06 (Placement Shares) to raise approximately $2,400,000 (before costs) (Placement) for issue to "Sophisticated Investors" and "Professional Investors" within the meaning of sections 708(8) and 708(11) of the Corporations Act and other investors to whom the Company can issue Shares without a disclosure document pursuant to section 708 of the Corporations Act. The Placement comprised: (a) a first tranche of 36,550,000 Shares which were issued to investors on 1 August 2018 without Shareholder approval in accordance with the Company’s 15% issue capacity under Listing Rule 7.1 and 10% issue capacity under Listing Rule 7.1A of the Listing Rules (Tranche 1 Placement Shares); and (b) a second tranche of 3,450,000 Shares to be issued to the Directors subject to Shareholder approval (Tranche 2 Placement Shares). Shareholder approval for the issue of the Muchea Deferred Consideration Shares and the Tranche 2 Placement Shares was obtained by the Company on 14 September 2018. This Prospectus has been issued to facilitate secondary trading of the Muchea Deferred Consideration Shares and the Tranche 2 Placement Shares as they will be issued without disclosure to investors under Part 6D.2 of the Corporations Act. A prospectus is required under the Corporations Act to enable persons who are issued these Shares to on-sell them within 12 months of their issue. The Company is not issuing these Shares with the purpose of the persons to whom they are being issued selling or transferring their Shares or granting, issuing or transferring interests in them within 12 months of the issue, however this Prospectus provides them with the ability to do so should they so wish. Page 3 Accordingly, the purpose of this Prospectus is to: (a) make the Offer; and (b) ensure that the on-sale of the Muchea Deferred Consideration Shares and the Tranche 2 Placement Shares does not breach Section 707(3) of the Corporations Act by relying on the exemption to the secondary trading provisions in Section 708A(11) of the Corporations Act. 3.3 Opening and Closing Dates The Company will accept Application Forms from the date of this Prospectus until 5.00pm WST on the Closing Date, being 19 September 2018, or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules. 3.4 Application for Shares If you wish to subscribe for Shares pursuant to the Offer, you should complete and return the Application Form, which will be provided with a copy of this Prospectus by the Company at the Board's discretion, in accordance with the instructions in the Application Form. Completed Application Forms and Application Monies must be received by the Company prior to 5.00pm WST on the Closing Date. Cheques must be made payable to “Ventnor Resources Limited” and crossed “Not Negotiable”. All cheques must be in Australian currency. Application Forms should be mailed or delivered to Ventnor Resources Limited, Level 1, 6 Thelma Street, West Perth WA 6005. If you are in doubt as to the course of action, you should consult your professional advisor. Acceptance of a completed Application Form by the Company creates a legally binding contract between the Applicant and the Company for the number of Shares accepted by the Company. The Application Form does not need to be signed to be a binding Application for Shares. If the Application Form is not completed correctly it may still be treated as valid. The Directors’ decision as to whether to treat the Application as valid and how to construe, amend or complete the Application Form is final. 3.5 Application Monies All Application Monies received for the Shares will be held in trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the Shares are issued. All Application Monies will be returned (without interest) if the Shares are not issued. 3.6 Issue of Shares The Company may issue the Shares progressively as Applications are received and in any event, will issue all Shares as soon as possible after the Closing Date. Shareholder statements will be dispatched, as soon as possible after the issue of the Shares. It is the responsibility of Applicants to determine their allocation prior to trading in the Shares. Applicants who sell Shares before they receive their holding statements will do so at their own risk. 3.7 ASX quotation Application will be made to ASX no later than seven days after the date of this Prospectus for the Official Quotation of the Shares offered under the Offer. If permission is not granted by ASX for the Official Quotation of the Shares offered by this Prospectus within three months after the date of this Page 4 Prospectus (or such period as ASX allows), the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus. 3.8 CHESS The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASTC, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and Securities Clearing House Business Rules. Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Shares. If you are broker sponsored, ASTC will send you a CHESS statement. The CHESS statement will set out the number of Shares issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Shares. If you are registered on the Issuer Sponsored subregister, your statement will be dispatched by Computershare Investor Services and will contain the number of Shares issued to you under this Prospectus and your security holder reference number. A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their Shareholding changes. Shareholders may request a statement at any other time, however, a charge may be made for additional statements. 3.9 Residents outside Australia This Prospectus, and the accompanying Application Form, do not, and is not intended to, constitute an offer of Shares 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 or the Shares. 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 such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. 3.10 Risk factors An investment in Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are set out in Section 4. 3.11 Taxation implications The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for Shares under this Prospectus. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. As a result, Shareholders should consult their professional tax adviser in connection with subscribing for Shares under this Prospectus. Page 5 3.12 Major activities and financial information A summary of the major activities and financial information relating to the Company for the financial year ended 30 June 2017 is in the Company’s Annual Report which was lodged with ASX on 15 September 2017 and is available at www.asx.com.au. A summary of activities relating to the Company for the half year ended 31 December 2017 is in the Company's Half Year Financial Report, lodged with the ASX on 13 March 2018. The Company's continuous disclosure notices (i.e. ASX announcements) since 15 September 2017 are listed in Section 6.3. Copies of these documents are available free of charge from the Company. Directors strongly recommend that Shareholders review these and all other announcements prior to deciding whether or not to participate in the Offer. 3.13 Enquiries concerning Prospectus Enquiries relating to this Prospectus should be directed to the Company Secretary by telephone on 08 9226 3780. 3.14 Privacy The Company collects information about each Applicant provided on an Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s security holding in the Company. By submitting an Application Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities. If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application. An Applicant has an entitlement to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office. Page 6 4. Risk Factors An investment in the Shares offered under this Prospectus should be considered speculative because of the nature of the Company's business. This Section identifies the major areas of risk associated with an investment in the Company, but should not be taken as an exhaustive list of the risk factors to which the Company and holders of its Securities are exposed. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which securities will trade. There can be no guarantee that the Company will achieve its stated objectives or that any forward looking statement will eventuate. The selection of risks contained in this Section has been based on an assessment of a combination of the probability of the risk occurring and the impact of the risk if it did occur. The assessment is based on the knowledge of the Directors as at the date of this Prospectus, but there is no guarantee or assurance that the importance of risks will not change or other risks will not emerge. Additional risks not presently known to the Company, or if known, not considered material, may also have an adverse impact. Potential investors should read the entire Prospectus and consult their professional advisers before deciding whether to apply for Shares. 4.1 Specific risks associated with the Company (a) Muchea Tenement risk The Muchea Tenement was acquired by Australian Silica from two individuals, Aaron Banks and Michael Galea. The Company's subsidiary, Wisecat Pty Ltd (Wisecat), has entered into a conditional agreement to purchase the Muchea Tenement. The Company has become aware that certain allegations have been made by Mr Galea against Australian Silica and Mr Banks in connection with the transfer of Mr Galea's 50% in the Muchea Tenement to Australian Silica (namely, alleged misrepresentation as to the assets held by Australian Silica and alleged misleading and deceptive conduct inducing Mr Galea into the sale and purchase agreement for the sale of the Muchea Tenement to Australian Silica) and claiming that Mr Galea could apply to the Court for orders declaring the agreement void, preventing the agreement from being enforced, damages or compensation, or rescission of the agreement. Australian Silica and Mr Banks have received no notice of formal proceedings having been issued in respect of the matter. The Company has been informed that both Australian Silica and Mr Banks strongly deny the allegations. No legal proceedings have been threatened or commenced against the Company or Wisecat. However, there is a risk that Mr Galea may seek to join the Company or Wisecat in any proceedings if commenced against Australian Silica and/or Mr Banks. It is likely that the Company would vigorously defend such proceedings and development of the Muchea Project may be delayed as a consequence. There are a number of potential outcomes that could flow from such proceedings, including the proceedings being successfully defended, an order being made for damages or compensation, or an order declaring the agreement void precipitating the unravelling of the acquisition of the Muchea Tenement by Australian Silica and any transfer of the Muchea Tenement to Wisecat. Page 7 To mitigate this risk, the Company has entered into a further deed of agreement with Australian Silica and Mr Banks which takes effect if the contract for the sale of the Muchea Tenement to Australian Silica is unwound such that the original Muchea Tenement holders are the registered holders of the Muchea Tenement as to 50% each (but without making any admission by any party whatsoever in any dispute with Mr Galea). Under these arrangements, upon this deed of agreement taking effect, Mr Banks will sell his 50% share in the Muchea Tenement to Australian Silica which in turn will forthwith sell that interest to the Company or its nominee for the equivalent of 63.75% of the consideration paid under the transfer to Wisecat, and otherwise on the same terms. In the event that the contract for the sale of the Muchea Tenement is unwound as described above, this is likely to have a material adverse effect on the business and financial position of the Company as, not only could it result in significant expense to the Company and cause a distraction to management, the Company, via its ownership of Wisecat, will not be in a position to purchase the entirety of the Muchea Project and development of the Muchea Project may be hampered as a consequence. However in those circumstances the Company may be able to seek redress via a claim for damages against Australian Silica and Mr Banks. (b) Title risk Mining tenements are governed by the respective State legislation and each tenement is held for a specific term and carries with it annual expenditure and reporting commitments as well as other conditions requiring compliance. The grant or maintenance of licences and obtaining renewals often depends on the Company being successful in obtaining the required regulatory approvals for its proposed activities. There is a risk that the Company could lose title to one or more of its tenements if tenement conditions or annual expenditure commitments are not met. (c) Granting of licences, permits etc The Company will require numerous governmental, environmental, mining permits, water rights and approvals authorising operations for mining and processing facilities. A decision by a governmental agency or other third party to deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on the ability to continue operations. Furthermore, state and local governments could impose a moratorium on mining operations in certain areas. Expansion of operations is also predicated on securing the necessary environmental or other permits, water rights or approvals, which may not be received in a timely manner or at all. (d) Exploration and Development Risks Mineral exploration, development and mining are high-risk enterprises, only occasionally providing high rewards. In addition to the normal competition for prospective ground, and the high average costs of discovery of an economic deposit, factors such as demand for commodities, stock market fluctuations affecting access to new capital, sovereign risk, environmental issues, labour disruption, project financing difficulties, foreign currency fluctuations and technical problems all affect the ability of a company to profit from any discovery. There is no assurance that exploration of the mineral interests currently held by the Company, or any other projects that may be acquired in the future will result in the discovery of an economically viable mineral deposit. Even if an apparently viable mineral deposit is identified, there is no guarantee that it can be profitably exploited. Page 8 (e) Resource and Reserve Estimates Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates that are valid when made may change significantly when new information becomes available through drilling, sampling and similar examinations. In addition, resource estimates are necessarily imprecise and depend to some extent on interpretations, which may prove to be inaccurate. Should the Company encounter mineralisation or formations different from those predicted, resource estimates may have to be adjusted and mining plans may have to be altered in a way which could adversely affect the Company's operations. Reserve and resource estimates are expressions of judgment based on drilling results and other exploration observations, along with a competent person's experience working with relevant mining properties, and other factors. Estimates based on available data and interpretations and thus estimations may prove to be inaccurate or may change substantially when new information becomes available. The actual quality and characteristics of mineral deposits cannot be known until mining takes place and will almost always differ from the assumptions used to develop resources. Reserves are value based financial and operational forecasts and, consequently, the actual reserves and resources may differ from those estimated either positively or negatively. (f) Operational Risks The operations of the Company may be affected by various factors including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration or mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, fire, explosions and other incidents beyond the control of the Company. These risks and hazards could also result in damage to, or destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses and possible legal liability. While the Company currently intends to maintain insurance within ranges of coverage consistent with industry practice, no assurance can be given that the Company will be able to obtain such insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims. (g) Environmental Risks The operations and proposed activities of the Company are subject to regulations concerning the environment. The government and other authorities that administer and enforce environmental laws determine these requirements. As with all exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if mine development proceeds, and the Company will require approval from the relevant authorities before it can undertake such activities. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws. Page 9 The cost and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potentially economically viable mineral deposits. Environmental matters applicable to both the Arrowsmith Project and the Muchea Project are within the remit of Commonwealth and State authorities, including under legislation in the form of the Environment Protection and Biodiversity Conservation Act 1999 (Cth) (EPBC Act) and the Environmental Protection Act 1986 (WA). The Company will need to seek preapproval on environmental matters for any mining operations and the Environmental Protection Authority will, among other things, assess the impact of proposed activities on flora and fauna and matters of national environmental significance under the EPBC Act as part of an accredited assessment. The Muchea Project area in particular is likely to contain flora of conservation significance (including Banksia and Marri woodlands) and threatened and endangered fauna (including Carnaby's black cockatoo). The assessment process requires interaction between Commonwealth and State authorities and there is no fixed time for the process to complete. Significant delays in the process can potentially have a material adverse effect on the Company's business, financial condition and operations and affect the Company's ability to pursue the projects. In addition, there is no guarantee that the assessments undertaken by these authorities will be favourable or the approvals sought will be granted. Failure to obtain such approvals will prevent the Company from undertaking its desired activities and this will have a material adverse effect on the Company's business, financial condition and operations. The Muchea Project area lies outside existing conservation reserves, however under the Western Australian Government's proposed "Green Growth Plan" for the streamlining of Commonwealth and State land use approvals (as part of the Strategic Assessment of the Perth and Peel Regions (SAPPR)) the Muchea Tenement falls partly within a "Phase 1 additional conservation area" with the remainder falling within a "Phase 2 potential conservation reserve area". Notwithstanding that work on the SAPPR has been put on hold by the State Government pending a critical review of the costs, risks and benefits for the State of the Green Growth Plan, as part of its environmental approvals process for the Muchea Project the Company may be required to seek a re-evaluation of these additional and potential conservation areas, which is a process that may take a significant period of time. Again, significant delays in the process can potentially have a material adverse effect on the Company's business, financial condition and operations and affect the Company's ability to develop the Muchea Project. In addition, there is no guarantee that any reevaluation sought will be forthcoming and this may have a material adverse effect on the value of the Muchea Project and the Company's business, financial condition and operations generally. Future legislation and regulations governing mineral exploration and production may impose significant environmental obligations on the Company. The Company is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase the Company's cost of doing business or affect its operations in any area. There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company t