discovery resources limited, to be renamed ...this is a replacement prospectus dated 20 july 2015....

This is a replacement prospectus dated 20 July 2015. It replaces a prospectus dated 30 June 2015, relating to shares of Discovery Resources Limited (to be renamed Aquis Entertainment Limited).

DISCOVERY RESOURCES LIMITED, TO BE RENAMED:

AQUIS ENTERTAINMENT LIMITED ACN 147 411 881

PROSPECTUS

For the offer of up 10,000,000 Shares at an issue price of $0.20 per Share to raise up to $2,000,000 with a provision to accept oversubscriptions of up to an additional 5,000,000 Shares at $0.20 to raise an additional $1,000,000 (Offer).

The Offer is scheduled to close at 5.00pm (WST) on 24 July 2015 unless extended or withdrawn. Applications must be received before that time to be valid.

Completion of the Offer is conditional upon satisfaction of the Conditions, which are detailed further in Section 2.4 of the Prospectus. No Shares will be issued pursuant to this Prospectus until such time as the Conditions are satisfied.

IMPORTANT INFORMATION 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. The Shares offered by this Prospectus are subject to certain risks as set out in Section 7.


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CONTENTS

1. CORPORATE DIRECTORY .............................................................................................. 1

2. IMPORTANT NOTICE ..................................................................................................... 2

3. INDICATIVE TIMETABLE* ............................................................................................... 6

4. LETTER FROM MR TONY FUNG ...................................................................................... 7

5. INVESTMENT OVERVIEW ............................................................................................... 8

6. COMPANY OVERVIEW ............................................................................................... 22

7. RISK FACTORS ............................................................................................................ 36

8. BOARD, MANAGEMENT AND INTERESTS .................................................................... 45

9. INVESTIGATING ACCOUNTANT’S REPORT ................................................................. 50

10. CORPORATE GOVERNANCE ...................................................................................... 76

11. MATERIAL CONTRACTS .............................................................................................. 93

12. ADDITIONAL MATERIAL INFORMATION ................................................................... 105

13. DETAILS OF THE OFFER .............................................................................................. 119

14. DIRECTORS’ AUTHORISATION .................................................................................. 125

15. GLOSSARY AND INTERPRETATION ............................................................................ 126


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1. CORPORATE DIRECTORY

1 To resign on Settlement of the Acquisition.

2 The appointments of Messrs Chow and Shields are conditional upon approval from the ACT gaming regulators.

3 These entities have been included for information purposes only. They have not been involved in the preparation of this Prospectus.

Existing Directors

Mr Tony Adcock1 (Non-executive Chairman) Mr Tom Pickett1 (Non-executive Director) Mr Josh Puckridge1 (CEO and Executive Director)

Incoming Directors

Mr Tony Fung (Chairman) Mr Raymond Or Ching-Fai (Deputy Chairman) Mr Justin Fung (Managing Director) Mr Geoff Andres (Executive Director and CEO) Mr Alex Chow (Independent Non-executive Director)2 Mr Russell Shields (Independent Non-executive Director)2

Registered Office

The Company

Level 9, 105 St Georges Terrace PERTH WA 6000

Telephone: +61 8 9226 0326 Facsimile: +61 8 9226 0327 Email: [email protected] Website: www.discoveryresources.com.au

Aquis

21 Binara Street CANBERRA ACT 2601

Telephone: +61 2 6257 7074 Facsimile: +61 2 6257 7079 Email: [email protected] Website: www.aquisentertainment.com

Company Secretary

Mrs Annalette Wilbers

Investigating Accountant

BDO Corporate Finance (WA) Pty Ltd 38 Station Street SUBIACO WA 6008

Proposed Company Secretary

Mr Garry Gill

The Company’s Legal Advisers

Steinepreis Paganin The Read Buildings Level 4, 16 Milligan Street PERTH WA 6000

ASX Code:

DIS

Proposed ASX Code:

AQS

Auditor3

Moore Stephens Accountants & Advisors Level 3, 12 St Georges Terrace PERTH WA 6000

Share Registry3

Automic Registry Services Level 1, 7 Ventnor Avenue WEST PERTH WA 6005


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2. IMPORTANT NOTICE

2.1 General

This Prospectus is dated 20 July 2015 and was lodged with the ASIC on that date. It is a replacement Prospectus which replaces the prospectus dated 30 June 2015 and lodged with ASIC on that date (Original Prospectus).

The replacement Prospectus differs from the Original Prospectus as follows:

(a) Section A of the Investment Overview now includes details of certain regulatory restrictions contained within the Company’s constitution;

(b) Section 6.3 has been clarified with regard to the negotiation of the Acquisition;

(c) Section 6.5 has been clarified with regard to the Incoming Directors’ intentions for the Company and other investments of the Aquis Group; and

(d) the Company has clarified its categorisation of Mr Raymond Or as a non-independent director of the Company.

The ASX, ASIC and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No person is authorised to give 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 Discovery Resources Limited (the Company) in connection with this Prospectus. You should rely only on information in this Prospectus. Except as required by law, and only to the extent so required, neither the Company nor any other person warrants or guarantees the future performance of the Company, or any return on any investment made pursuant to this Prospectus.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus are subject to certain risks as set out in Section 7.

2.2 Re-compliance Prospectus

This Prospectus is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy the ASX requirements for re-admission to the Official List following a change in the nature and scale of the Company’s activities.

2.3 Investment Advice

This Prospectus does not provide investment advice and has been prepared without taking account of your financial objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional investment advice before subscribing for Shares under this Prospectus.


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2.4 Conditional Offer

The Offer is conditional on:

(a) the passing of all of the Essential Resolutions that are being put to Shareholders at the General Meeting (such Resolutions having been passed on 10 July 2015); and

(b) ASX conditional approval to re-admit the Shares to Official Quotation.

Accordingly, the Offer under this Prospectus is effectively inter-conditional on the successful completion of each other part of the Acquisition.

If Shareholders had not approved all of the Essential Resolutions at the General Meeting, the Offer would not proceed and no Shares would be issued pursuant to this Prospectus and Applicants would have been reimbursed their Application monies (without interest).

2.5 Expiry Date

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

2.6 Forward-looking statements

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

These statements are based on an assessment of past and 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, its Directors and management.

Although the Company believes that the expectations reflected in the forward looking statements included in this Prospectus are reasonable, none of the Company, its Directors or officers, or any person named in this Prospectus, can give, or gives, any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur or that the assumptions on which those statements are based will prove to be correct or exhaustive beyond the date of its making. Investors are cautioned not to place undue reliance on these forward-looking statements.

Except to the extent required by law, 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.

The forward looking statements contained in this Prospectus are subject to various risk factors that could cause our actual results to differ materially from the


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results expressed or anticipated in these statements. The key risk factors of investing in the Company are set out in Sections 5D and 7 of this Prospectus.

2.7 Privacy statement

By completing and returning an Application Form, you will be providing personal information directly or indirectly to the Company, the Share Registry, and related bodies corporate, agents, contractors and third party service providers of the foregoing (Collecting Parties). The Collecting Parties collect, hold and will use that information to assess your Application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

By submitting an Application Form, you authorise the Company to disclose any personal information contained in your Application Form (Personal Information) to the Collecting Parties where necessary, for any purpose in connection with the Offer, including processing your acceptance of the Offer and complying with applicable law, the ASX Listing Rules, the ASX Settlement Operating Rules and any requirements imposed by any Public Authority.

If you do not provide the information required in the Application Form, the Company may not be able to accept or process your acceptance of the Offer.

If the Offer is successfully completed, your Personal Information may also be used from time to time and disclosed to persons inspecting the register of Shareholders, including bidders for your securities in the context of takeovers, Public Authorities, authorised securities brokers, print service providers, mail houses and the Share Registry.

Any disclosure of Personal Information made for the above purposes will be on a confidential basis and in accordance with the Privacy Act 1988 (Cth) and all other legal requirements. If obliged to do so by law or any Public Authority, Personal Information collected from you will be passed on to third parties strictly in accordance with legal requirements. Once your Personal Information is no longer required, it will be destroyed or de-identified. As at the date of this Prospectus, the Company does not anticipate that Personal Information will be disclosed to any overseas recipient.

Subject to certain exemptions under law, you may have access to Personal Information that the Collecting Parties hold about you and seek correction of such information. Access and correction requests, and any other queries regarding this privacy statement, must be made in writing to the Share Registry at the address set out in the Corporate Directory in Section 1 of this Prospectus. A fee may be charged for access.

2.8 Web Site – Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at http://www.discoveryresources.com.au. 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.

There is no facility for the Offer to be accepted electronically or by applying online. Shares will not be issued under the electronic version of the Prospectus.


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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 a 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 Application Form from a person if it has reason to believe that when that person was given access to the Application Form, it was not provided together with the Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

2.9 Defined terms

Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 15 of this Prospectus.

2.10 Time

All references to time in this Prospectus are references to Australian Western Standard Time.

2.11 Risks

You should read this document in its entirety and, if in any doubt, consult your professional advisers before deciding whether to apply for Securities. There are risks associated with an investment in the Company. The Shares offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Shares. Refer to Section 5D of the Investment Overview and Section 7 of this Prospectus for details relating to some of the key risk factors that should be considered by prospective investors. There may be risk factors in addition to these that should be considered in light of your personal circumstances.

2.12 Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offer or how to accept the Offer, please call the Company Secretary, Annalette Wilbers on +61 (8) 9226 0326.


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3. INDICATIVE TIMETABLE*

Despatch of Notice of General Meeting 10 June 2015

Lodgement of Original Prospectus with the ASIC 30 June 2015

Opening Date of the Offer 30 June 2015

General Meeting held to approve the Acquisition 10 July 2015

Date of this replacement Prospectus 20 July 2015

Closing Date 24 July 2015

Issue of Shares under the Offer 27 July 2015

Settlement of the Acquisition^ 27 July 2015

Despatch of holding statements 28 July 2015

Re-compliance with Chapters 1 and 2 of the ASX Listing Rules

4 August 2015

Re-quotation of Shares (including Shares issued under the Offer) on ASX

11 August 2015

* The above dates are indicative only and may change without notice. The Company

reserves the right to extend the Closing Date or close the Offer early without prior notice. The

Company also reserves the right not to proceed with the Offer at any time before the issue of

Shares to Applicants.

^ The above stated date for Settlement of the Acquisition is only a good faith estimate by the

Directors and may have to be extended.


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4. LETTER FROM MR TONY FUNG

Dear fellow investor,

I am pleased to present to you an opportunity to invest in Aquis Entertainment Limited, the new proposed name for Discovery Resources Limited (the Company). The Company is set for a complete transformation: from a small mining exploration company to a leading gaming and entertainment company offering a range of options for its patrons at its facilities.

The Company is, as at the date of this prospectus, in the process of implementing (subject to shareholder and regulatory approvals) a transaction whereby it will acquire the holding company of Canberra Casino and become part of the Aquis Group of companies (the Acquisition). The Existing Directors of the Company have unanimously recommended that shareholders vote in favour of the Acquisition. Following this, it is proposed that the Company will undertake, subject to regulatory approvals, a comprehensive redevelopment of the Canberra Casino into a significantly up-scaled casino, featuring a new and modernised suite of gaming options, 5 and 6-star accommodation offerings, new entertainment and dining facilities and high end retail outlets. In addition, if the Acquisition proceeds, the Company also intends to identify and consider other gaming and entertainment opportunities in Queensland and potentially other jurisdictions in Australia.

The Aquis Group comprises a number of my wholly owned business interests. These include Aquis’ investment in the Canberra Casino and other property investments described in this Prospectus, which are currently, and will continue to be, progressed separately to my investment in the Company. I have a long history in business in both Australia and Hong Kong in corporate finance, company administration and property investment. If the Acquisition takes place, the Company will be up to approximately 89.59% owned by the Aquis Group. The proposed change in the nature and scale of the Company’s activities outlined above means that the Company is required to re-comply with Chapters 1 and 2 of the ASX Listing Rules. Accordingly, the offer made pursuant to this Prospectus is conditional upon Shareholders approving at the general meeting called in respect of the Acquisition, among other things, the change of scale of activities and the issue of Shares under this Prospectus.

I recommend that you read this Prospectus in its entirety and seek financial advice prior to making a decision to invest in the offer made pursuant to this Prospectus. The gaming and entertainment industry is a dynamic one and I ask that you consider the risks involved in the business. Please refer to section D of the Investment Overview and section 7 for further information about the key risks of investing in the Company.

Yours sincerely

Tony Fung Chairman The Aquis Group


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5. INVESTMENT OVERVIEW

This Section is a summary only and is not intended to provide full information for investors intending to apply for Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

Item

Summary

Further

information

A. Company

Who is the issuer of this Prospectus?

Discovery Resources Limited (ACN 147 411 881) (ASX:DIS), to be renamed (subject to Shareholder approval) Aquis Entertainment Limited (ASX:AQS)

Who is the Company?

The Company listed on the ASX on 2 December 2011 for the primary purpose of identifying exploration projects in Africa and elsewhere with the aim of discovering commercially significant mineral deposits.

Since listing, the Company has focussed on mineral exploration and its principal activity has been exploration of its three Namibian projects, held by its Namibian incorporated subsidiary, Solarwind.

For the past 12 months, the Company has been evaluating alternative corporate opportunities, both in Australia and overseas and on 16 April 2015, the Company entered into a share purchase agreement with Aquis Canberra Holdings to acquire 100% of the issued capital of Aquis Canberra.

Section 6.1

How will the Acquisition be implemented?

The Company has called the General Meeting, to be held on 10 July 2015, to seek the approval of its Shareholders to the change in focus from its mineral exploration projects in Africa to an entertainment and leisure company which will, initially, operate a casino business operated by Aquis Canberra.

At the General Meeting, Shareholders considered and passed resolutions relating to the change in the nature and scale of the Company’s activities, as well as resolutions required for Settlement of the Acquisition and undertaking the Offer.

The Company proposes to change its name to “Aquis Entertainment Limited” on

Sections 12.2 and 11.1


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Item

Summary

Further

information

Settlement of the Acquisition, which in the Incoming Directors’ opinion will be better suited to the Company’s new strategic direction.

All resolutions put to the Company’s shareholders at the 10 July 2015 meeting were passed.

What is the Company’s intention in respect of its existing business?

On 28 May 2015 the Company entered into the Solarwind Sale Agreement with African Mining to sell 100% of the issued capital of its Nambian subsidiary Solarwind.

The sale of Solarwind is a condition precedent to Settlement of the Acquisition and will proceed regardless of whether Settlement of the Acquisition occurs. As such, it will be classified as a disposal of the Company‘s main undertaking and accordingly, Shareholder approval is being sought at the General Meeting in respect of the disposal.

As it is the current intention of the Existing Directors to divest the Company’s interests in the Nambian projects, the projects are not considered material in the context of the Offer.

Section 11.7

Who is Aquis Canberra?

Aquis Canberra is currently a wholly owned subsidiary of Aquis Canberra Holdings, which in turn is indirectly wholly owned by Mr Tony Fung. Aquis Canberra was incorporated for the sole purpose of acquiring Casino Canberra. It does not have any other assets or carry on any other business.

Aquis Canberra owns all of the shares in Casino Canberra, the licensee and owner of the Casino. Aquis Canberra acquired Casino Canberra on 23 December 2014 from the international Casino operator, Casinos Austria for a purchase price of $6 million.

The Casino is currently focussed on table gaming, with 39 gaming tables, and also has 2 bars (including a nightclub) and a restaurant.

Section 6.3

Are there any restrictions

Following Settlement of the Acquisition, the Company will be subject to certain

Section


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Item

Summary

Further

information

applicable to an investment in the Company

shareholder restrictions and other requirements pursuant to the relevant casino legislation (in particular the Casino Control Act

2006 (ACT)). For example certain requirements can be imposed on shareholders holding 5% or more of the Company. The Company’s ability to appoint directors is also subject to certain regulatory approvals in respect of the individual to be appointed.

These requirements are enshrined in the Company‘s constitution, which is summarised in Section 12.6.

12.6

B. Business Model

How will the Company generate income?

Following Settlement of the Acquisition, the Company will own and operate the Casino. The Company expects that it will derive revenue from gaming and entertainment at the Casino.

The Company will also be pursuing significant growth initiatives by way of redevelopment of the Casino and pursuing other initiatives as discussed in this prospectus.

Sections 6.2, 6.3 and 6.5

What are the key business strategies of the Company?

Upon Settlement of the Acquisition, the Company will focus on the implementation of a number of initiatives including undertaking a significant redevelopment of the Casino.

It is currently contemplated that the redevelopment will be undertaken in two phases. The first phase would see the completion of matters such as the new casino (including new street access), new 6 star accommodation and a new forecourt featuring dining and beverage options. Under stage 2, additional developments such as a new 5 star boutique hotel and further expanded entertainment and bar/dining options will be completed.

The Company will require funding in addition to its current cash at hand together with the funds raised under this Prospectus in order to complete the Proposed Redevelopment. It is expected that the funds raised under the Prospectus will be used for additional working

Sections 6.2, 6.3 and 6.5


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Item

Summary

Further

information

capital and also to conduct initial and preliminary scoping work and progressing matters required to obtain the relevant and planning approvals in respect of the Proposed Redevelopment.

The Company also intends to consider other potential gaming and entertainment projects in Queensland and elsewhere.

What are the key dependencies of the Company’s business model?

The key factors that the Company will depend on to meet its objectives are:

• the successful completion of the Acquisition;

• the Company’s ability to obtain the necessary Government and regulatory approvals required to conduct its proposed operations, including the Proposed Redevelopment;

• ability for the Company to obtain the necessary funding to implement the significant Proposed Redevelopment; and

• ongoing demand in Australia from domestic and international clientele for high end gaming and entertainment facilities.

Section 6.7

C. Key Investment Highlights

What are the key investment highlights?

The Existing Directors and Incoming Directors are of the view that the key highlights of an investment in the Company include:

• the opportunity to participate in the benefits associated with holding Shares in a new listed entertainment company which owns the Casino and will be pursuing significant growth initiatives;

• gain exposure to returns generated by Aquis Canberra’s activities in the entertainment industry, including the gaming revenues generated by the already operating and revenue producing Casino;

Section 6.2


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Item

Summary

Further

information

• at present, the Company does not have any substantive operations. Following the Acquisition, Shareholders will have the opportunity to participate in the benefits associated with holding Shares in a new listed entertainment company with significantly increased assets; and

• if regulatory approval in respect of the Proposed Redevelopment of the Casino is forthcoming, the Company will be required to raise significant additional funds to pursue growth opportunities associated with the Casino Business, in particular the Proposed Redevelopment. Assuming the Company is successful in raising the required additional funding, Shareholders will have exposure to the advantages that this growth opportunity presents.

D. Key Risks

What are the key risks of an investment in the Company?

The business, assets and operations of the Company, including after Settlement of the Acquisition, are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the Shares of the Company.

The Incoming Directors aim to manage these risks by carefully planning the Company’s activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which the Board can effectively manage them is limited.

Based on the information available, the key risk factors affecting the Company include:

(i) Regulatory risks

Aquis Canberra operates in the gaming industry which is highly regulated. Similarly, if the Company is to pursue other gaming and entertainment opportunities in Queensland and elsewhere in the

Section 7


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Item

Summary

Further

information

future, those additional opportunities will also be similarly regulated and will require the approval of the relevant gaming regulators. If the Acquisition proceeds, the Company’s operations, its financial performance and future prospects will be dependent on the regulatory framework it operates in.

(ii) Compliance with relevant gaming and other regulations

The Casino’s operations are governed by strict regulations which impact on a wide range of its activities. While the Casino has strict internal compliance measures including extensive staff training and monitoring of activities, there can be no certainty that an employee does not breach a rule or regulation to which the Casino is subject. The impact of any regulatory breach by the Casino or one of its employees is dependent on the nature and severity of such breach and could potentially result in a range of penalties which may impact the Casino’s ability to conduct business. This would negatively impact the Company and its financial performance.

(iii) Redevelopment and construction

Following the Acquisition, the Company will be using its funding to undertake initial and preliminary scoping work and progressing matters required to obtain the relevant regulatory and planning approvals in respect of the Proposed Redevelopment of the Casino. Development and construction activity is inherently risky and there is no guarantee that adequate returns from capital investment will be achieved. There are also risks that necessary approvals or consents are not forthcoming, agreements with third parties are not finalised, targeted timetables are not achieved, planned


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Item

Summary

Further

information

costs are exceeded or disruption is more extensive than anticipated. Each of these risks has the potential to negatively impact the Company’s operations and financial performance and may impact on the Company’s ability to attract and retain customers.

(iv) Funding risks

The Company’s growth plans, including completing the Proposed Redevelopment which is expected to cost a total of approximately $330 million in construction and equipment costs, are capital intensive. Further funds will also be required for other matters relevant to the Proposed Redevelopment, including financing costs and consultant and adviser fees. The Company’s existing cash and funds raised under the Offer will not be sufficient to commence more than preliminary scoping work in respect of the Proposed Redevelopment.

The Company’s ability to deliver such initiatives is therefore highly dependent on its ability to access debt and equity funding on favourable terms (or at all). To the extent the Company is not able to secure debt or equity funding on appropriate terms, its ability to deliver such growth initiatives may be negatively affected or curtailed altogether.

(v) Volatility of VIP operations

One of the areas that will be focussed on following the Acquisition will be aiming to attract international and domestic VIP clientele to the Casino. VIP operations experience volatility due to the large maximum bet limits and the nature of gaming turnover associated with VIP customers. While there is an element of chance in gaming as to whether the casino or the player wins in each game, over a long period of time, the win rate of


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Item

Summary

Further

information

table games is typically close to the theoretical win rate. However, in the short term, there can be significant variability in the actual financial results from VIP gaming depending largely on whether customers win or lose particular games which have large bets. The volatility in the VIP business could result in financial losses to Aquis Canberra if there is a negative deviation in the actual win rate compared to the theoretical.

(vi) Liquidity Risk

Following the Acquisition and completion of the Offer, assuming no further Shares are issued or Options exercised), the Shares held by Aquis Canberra Holdings will equate to approximately 89.59% of the issued Share capital on an undiluted basis (assuming only the minimum amount of $2,000,000 is raised under the Offer). This could be considered an increased liquidity risk as a large portion of issued capital may not be able to be traded freely for a period of time.

For additional specific risks associated with the contemplated Acquisition please refer to Sections 7.2 and 7.3 and for other general investment risks, many of which are largely beyond the control of the Company and its Directors please refer to Section 7.4.

E. Directors and Key Management Personnel

Who are the Existing Directors and Incoming Directors?

It is proposed that upon Settlement of the Acquisition:

(a) Tony Fung, Raymond Or Ching-Fai, Justin Fung, Geoff Andres, Alex Chow and Russell Shields will be appointed to the Board; and

(b) Tony Adcock, Tom Pickett and Josh Puckridge will resign from the Board.

However, the appointment of Messrs Chow



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Item

Summary

Further

information

and Shields will be conditional upon approval from the ACT gaming regulators.

The profiles of each of the Incoming Directors are set out in Section 8.1. Details of the personal interests of each of the above individuals are set out in Section 8.2.

F. Financial Information

How has the Casino Business performed over the past 2 months?

The unaudited EBITDA for Casino Canberra in April 2015 was ($561,977) and for May 2015 was ($446,938). Casino Canberra is expected to continue with negative monthly EBITDA throughout the rest of 2015 while it continues preliminary scoping works in respect of the Proposed Redevelopments.

Sections 6.11 and 9

What is the key financial information for the Company?

Refer to the Investigating Accountant’s Report in Section 9 for a discussion in respect of the key financial information of the Company in connection with the Acquisition.

Investors should note that past performance is not a guide to future performance.

Section 9

How will the Company fund its activities?

The funding for the Company’s short to medium term activities will be generated from a combination of its operating cash flows, the money raised under the Offer and existing cash reserves of the Company post-Acquisition.

In order for the Company to complete the Proposed Redevelopment, significant further funds will be required. Subject to the relevant regulatory approvals and other commercial matters which need to be determined for the Proposed Redevelopment to proceed, the Company will undertake further capital raisings in the future (either debt or equity, as determined appropriate by the Board at the time) to fund these initiatives.

Section 6.8

Has the Company included forecast financial information in

Given the current status of the Company’s operations, the significant changes anticipated (including the Proposed Redevelopment), and the need for regulatory approvals (the status and timing of which are inherently uncertain) the Incoming Directors

Section 12.14


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Item

Summary

Further

information

respect of the Casino Business

do not consider it appropriate to forecast future earnings.

Any forecast or projection information 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 on a reasonable basis.

G. Offer

What is the purpose of the Offer?

The purpose of the Offer is to fund:

(a) the ongoing immediate working capital needs of the Company (in addition to revenues generated from ongoing operations);

(b) preliminary scoping work in respect of the Proposed Redevelopment;

(c) progressing matters required to obtain the relevant planning approvals in respect of the Proposed Redevelopment; and

(d) to meet the requirements of the ASX and satisfy Chapters 1 and 2 of the ASX Listing Rules.

This is sought for the purpose of seeking ASX’s approval for reinstatement of the Company’s Securities to quotation following the continuing suspension, given the Essential Resolutions were passed at the General Meeting.

The purpose of the Offer is also to provide sufficient additional working capital to meet the Company’s anticipated overhead and administration expenses over the next twenty four months. On completion of the minimum raising of $2,000,000 under the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives. To the extent the operating cash flows of the Company are not sufficient for its working capital needs, following Completion, Newberth Ltd (an entity wholly owned by Mr Tony Fung) has agreed to provide further debt funding to the extent required, up to a total



3230-06/1325644_1 18

Item

Summary

Further

information

cap of $20 million.

Subject to the Board’s discretion, the Company may also accept oversubscriptions for up to an additional 5,000,000 Shares to raise up to an additional $1,000,000. The oversubscriptions will only be accepted if it is required for the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules.

The Company intends to apply funds raised from the Offer, together with existing cash reserves of the Company post-Acquisition, over the first two years following reinstatement of the Company to quotation on the official list of ASX in the manner set out in the table in Section 6.10. In addition, in pursuance of the Proposed Redevelopment, significant additional funding is expected to be raised to fund the Proposed Redevelopment.

What is being offered and who is entitled to participate?

The Offer is for up to 10,000,000 Shares at an issue price of $0.20 per Share to raise up to $2,000,000 (with the ability to accept oversubscriptions for up to an additional 5,000,000 Shares to raise up to an additional $1,000,000 at the Board’s discretion).

Under the terms of the SPA and as agreed under the Subscription Agreement, the Company will allocate the first 10,000,000 Shares under the Offer to Aquis Canberra Holdings.

Where the Company accepts oversubscriptions, the Shares to be issued under the oversubscriptions will be issued at the absolute discretion of the Board. However, the Board confirm that no Shares issued under the oversubscriptions will be allocated to Aquis Canberra Holdings or any of its associates.

Accordingly, the Company is not in a position to guarantee a minimum application of Shares under the Offer.

The Offer is not underwritten.

Section 13

What will the Company’s

Shares Minimum Subscription

Maximum Subscription

Section 6.13


3230-06/1325644_1 19

Item

Summary

Further

information

capital structure look like after completion of the Offer and the Acquisition?

($2,000,000) ($3,000,000)

On issue at date of Prospectus

25,719,176 25,719,176

Consideration for the Acquisition

163,546,925 163,546,925

Issued under the Offer

10,000,000 15,000,000

Loan Conversion

117,325,350 117,325,350

TOTAL SHARES 316,591,451 321,591,451

What are the terms of the Shares offered under the Offer?

A summary of the material rights and liabilities attaching to the Shares offered under the Offer is set out in Section 12.6.

Section 12.6

Will any Shares be subject to escrow?

Subject to the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules and completing the Offer, certain Shares (including those issued to Aquis as consideration for the Acquisition) on issue may be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation.

During the period in which these Shares are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.

Section 6.15

Will the Shares be quoted?

The Company has made an application to ASX for quotation of all Shares to be issued under the Offer.

Section 13.6

What are the key dates of the Offer?

The key dates of the Offer are set out in the indicative timetable in Section 3.

Section 3

What is the minimum

Applications under the Offer must be for a minimum of $2,000 worth of Shares (100,000

Section


3230-06/1325644_1 20

Item

Summary

Further

information

investment size under the Offer?

Shares) and thereafter, in multiples of $200 worth of Shares (10,000 Shares).

13.1(b)

Are there any conditions to the Offer?

The Offer is conditional on:

(a) Shareholders approving the Essential Resolutions required to implement the Acquisition (such Resolutions having been passed on 10 July 2015); and

(b) ASX conditional approval to re-admit the Shares to Official Quotation.

If any of these Conditions are not satisfied, the Acquisition and the Offer will not proceed.

Section 2.4

H. Use of proceeds

How will the proceeds of the Offer be used?

Together with existing cash reserves of the Company, the Offer proceeds will be used to fund:

(a) expenses of the Offer and Acquisition;

(b) marketing of the Casino;

(c) immediate working capital needs of the Company (in addition to revenues generated from ongoing operations);

(d) preliminary scoping work in respect of the Proposed Redevelopment; and

(e) progressing matters required to obtain the relevant planning approvals in respect of the Proposed Redevelopment.


I. Additional information

Is there any brokerage, commission or duty payable by applicants?

No brokerage, commission or duty is payable by Applicants on the acquisition of Shares under the Offer.

What are the tax implications of investing in

Holders of Shares may be subject to Australian tax on dividends and possibly capital gains tax on a future disposal of Shares issued under this

Section 13.3


3230-06/1325644_1 21

Item

Summary

Further

information

Shares? Prospectus.

The tax consequences of any investment in Securities will depend upon an investor’s particular circumstances. Applicants should obtain their own tax advice prior to deciding whether to subscribe for Shares offered under this Prospectus.

Where can I find more information?

• By speaking to your sharebroker, solicitor, accountant or other independent professional adviser

• By reviewing the Company’s public announcements, which are accessible from ASX’s website at http://www.asx.com.au under the ASX code “DIS”

• By visiting the Discovery Resources Limited’s website at http://www.discoveryresources.com.au

• By visiting the Casino’s website at http://www.casinocanberra.com.au/

• By contacting the Company Secretary on +61 8 9226 0326

• By contacting the Share Registry on +61 8 9324 2099.


3230-06/1325644_1 22

6. COMPANY OVERVIEW

6.1 Business Overview

Since listing, the Company has primarily focused on mineral exploration in Africa. Further information can be found on the Company’s website, http://www.discoveryresources.com.au.

For the past 12 months, the Company has been evaluating alternative corporate opportunities, both in Australia and overseas.

As announced on 17 April 2015, the Company has entered into a SPA to acquire 100% of the issued capital of Aquis Canberra from Aquis Canberra Holdings. A summary of the material terms of the SPA is set out in Section 11.1.

6.2 Key investment highlights

The Existing Directors and Incoming Directors are of the view that key highlights of an investment in the Company include:

(a) if the Acquisition proceeds, the Company will be exposed to activities in the entertainment industry, including the gaming revenues generated by the already operating and revenue producing Casino;

(b) at present, the Company does not have any substantive operations. Following the Acquisition, Shareholders will have the opportunity to participate in the benefits associated with holding Shares in a new listed entertainment company with significantly increased assets and cash flows;

(c) the Offer will inject significant funds into the Company which will enable it to undertake preliminary actions in pursuance of its new direction and growth activities. The Proposed Redevelopment works represent a significant growth opportunity for the Company. Assuming the Company is successful in raising the required additional funding, the Company will have exposure to the advantages that this growth opportunity presents; and

(d) the Company will be managed by directors and officers with significant experience in the entertainment and gaming industry that will hold the necessary skills and a view to guiding the Company to be a significant player in that industry.

6.3 Aquis

(a) Background of Aquis Canberra

Aquis Canberra owns all of the shares in Casino Canberra, the licensee and owner of the Casino. Aquis Canberra acquired Casino Canberra on 23 December 2014 from the international Casino operator, Casinos Austria for a purchase price of $6 million.

Aquis Canberra is currently a wholly owned subsidiary of Aquis Canberra Holdings, which is part of the Aquis Group and is indirectly wholly owned by Mr Tony Fung. Aquis Canberra was incorporated for the sole purpose


3230-06/1325644_1 23

of acquiring Casino Canberra. It does not have any other assets or carry on any other business.

(b) Casino Business

The Casino began operating in 1992. It is located on Binara Street, Canberra in the Australian Capital Territory.

(i) Gaming

The Casino is currently focussed on table gaming, with 39 gaming tables. Table games currently offered at the Casino include:

(A) Poker (in various forms/variations);

(B) Roulette;

(C) Baccarat;

(D) Blackjack;

(E) Pai Gow

(F) Pontoon;

(G) Sic Bo; and

(H) Money Wheel.

The Casino also offers TAB sports betting facilities as an agent of ACTTAB Limited.

(ii) Entertainment

The Casino also features 2 bars (including a nightclub) and a restaurant.

(c) The Acquisition

On 17 April 2015, the Company announced that it had entered into a share purchase agreement (SPA) with Aquis Canberra Holdings under which the Company has a conditional right to acquire 100% of the issued capital of Aquis Canberra. A summary of the material terms of the SPA is set out in Section 11.1.

Aquis Canberra was incorporated in February 2014 and is ultimately owned 100% by Hong Kong businessman Tony Fung. Aquis Canberra owns all of the shares in Casino Canberra, the licensee and owner of the Casino.

Upon successful Settlement of the Acquisition, the Company will focus on developing the Casino as well as considering investments into other potential gaming and entertainment opportunities in Queensland and elsewhere.


3230-06/1325644_1 24

Section 11.1(b) describes the proposed consideration payable by the Company at Settlement of the Acquisition, being the Consideration Shares and the Deferred Consideration Shares, which was agreed following robust negotiations between the Company and the Aquis Group. At this stage, it is uncertain as to whether the conditions necessary for issue of the Deferred Consideration Shares will be met.

The Board is of the opinion that the opportunity presented under the Acquisition represents an opportunity that is in the best interest of current Shareholders of the Company.

The opportunity structured and presented under the proposed Transaction presents Shareholders with the opportunity to hold a position in the only casino within the Australian Capital Territory. The alignment with the new major Shareholder, Mr Tony Fung, presents a compelling opportunity whereby Shareholder interests are aligned to the Share price performance of the Company that is intended to be positive in the event that the Proposed Redevelopment is completed.

(d) Proposed redevelopment

The Aquis Group presently proposes to undertake a significant redevelopment of the Casino following Settlement of the Acquisition. Subject to government and regulatory approvals and financing, the redevelopment will include:

(i) a significantly up-scaled casino featuring a new range of gaming options geared at attracting international and domestic VIP gaming clientele, increased bet limits and extended trading hours;

(ii) new 5 and 6-star accommodation offerings;

(iii) new entertainment and dining options (including indoor and alfresco dining, cafes and bars); and

(iv) new high end retail outlets.

It is currently contemplated that the redevelopment will be undertaken in two phases. The first phase would see the completion of matters such as the new casino (including new street access), new 6 star accommodation and a new forecourt featuring dining and beverage options. Under stage 2, additional matters such as a new 5 star boutique hotel and further expanded entertainment and bar/dining options will be completed.

The cost of construction and purchasing equipment associated with the two phase development is currently anticipated to be approximately $330 million. Further funds will also be required for other matters relevant to the Proposed Redevelopment, including financing costs and consultant and adviser fees. The existing cash reserves of the Company post-Acquisition and the funds to be raised under the Offer will in large part be used to fund the immediate working capital needs of the Company (in addition to revenues generated from ongoing operations) and for preliminary scoping work and progressing matters required to


3230-06/1325644_1 25

obtain the relevant planning approvals in respect of the Proposed Redevelopment. Therefore significant additional funding will be required for the Proposed Redevelopment to be implemented (see the table in Section 6.10 for further details). If the Acquisition is completed the Company will seek to raise additional funding via both equity and debt capital.

If approved, the redevelopment works will take up to approximately 3-5 years to complete. The existing Casino will continue to operate throughout this time. Subject to regulatory and planning approvals, Aquis Canberra Holdings’ intention is to conduct the redevelopment in a staged process so that the Company can benefit from the redevelopment as various parts of the redeveloped casino and entertainment offering are completed. Investors should note that the Proposed Redevelopment is subject to a number of matters, both regulatory and commercial (including funding) being resolved. In particular, discussions with the relevant regulatory authorities are at an initial stage. Following Completion of the Offer, the Company will keep Shareholders and the market updated on all developments in these discussions to the extent they are material to the Company.

6.4 Direction of the Company

As set out in Section 12.3, subject to Shareholder approval being obtained at the General Meeting, the Company will dispose of its interest in Solarwind pursuant to the Solarwind Sale Agreement.

The Solarwind Sale Agreement is summarised in Section 11.7.

Accordingly, upon Settlement of the Acquisition, the Company’s focus will shift from mineral exploration in Africa to the gaming and entertainment industry, specifically the redevelopment of the Casino. As such, the Company’s African projects held by Solarwind, are not considered material in the context of the Offer.

6.5 Business Model and growth strategies for the Company

Following the Acquisition, the Company will adopt the following strategies to maximise the Casino’s and the Company’s performance going forward:

(a) Continual Review of Operations to Increase Clientele

The Company intends to continue its review of the Casino’s operations with the aim of attracting international and domestic VIP gaming clientele. This may involve increasing the Casino’s betting limits, extending trading hours and changes to gaming options on offer at the Casino.

Any change will be subject to consultation with gaming authorities and obtaining regulatory approvals as are necessary or desirable.

(b) Proposed Redevelopment

Aquis Canberra Holdings and the Incoming Directors intend to pursue the redevelopment of Canberra Casino as set out in Section 6.3(d).


3230-06/1325644_1 26

(c) Capital Injections

The Proposed Redevelopment of the Casino and other activities to be undertaken following Settlement (including, for example, if a suitable opportunity in Queensland or elsewhere in Australia is identified) will require significant equity capital and debt funding.

The Company will, as these initiatives progress, seek to raise further funds as required in order to implement these measures. This could impact on the level of gearing of the Company and also may result in dilution of existing Shareholders.

(d) Intentions for Other Potential Gaming and Entertainment Opportunities

The Incoming Directors intend to identify and consider other gaming and entertainment opportunities in Queensland and potentially other jurisdictions in Australia. Accordingly, investors should understand that an ongoing investment in the Company could, at some point in the future, extend to other casino businesses, and not only the Canberra Casino. In particular, this could, subject to identifying appropriate targets and reaching agreement with the relevant owners, include the acquisition of existing casinos in Queensland or elsewhere.

For example a related entity of Aquis Canberra Holdings in 2014 made a takeover bid for the Reef Casino Trust, a listed entity which owns the Reef Casino in Cairns. Aquis also reached agreement with the owners of the operating entity of the Reef Casino, to purchase that entity, subject to the takeover bid proceeding. In that transaction, the offer period ended before the conditions to the transaction were satisfied, and accordingly the Aquis entity did not complete that acquisition. Therefore, Casino Canberra remains the only current Australian casino asset of the Aquis Group.

(e) Other investments of the broader Aquis Group

It is important for investors in the Company to understand that the broader Aquis Group and other entities owned by Mr Tony Fung have various other business interests in Australia (and specifically Queensland). These assets and business interests, including those described below, are not owned by the Company and Aquis Canberra Holdings. Subject to the comments at the end of this section 6.5(e), investors in the Company will not gain any interest or exposure to such assets and businesses as part of any investment in the Company:

(i) Aquis at the Great Barrier Reef – a separate entity owned by Mr Tony Fung is currently considering (subject to all regulatory and other government approvals) the building of a significant integrated resort development (IRD) at Yorkeys Knob in Cairns. That entity currently has conditional environmental approvals to proceed with the development and is in initial discussions with the Queensland Government to assess if an agreement to build and operate an IRD at Yorkey’s Knob can be agreed. If the IRD project is eventually approved and constructed, it is expected that it would involve world class entertainment, casino and accommodation options commensurate with other top tier


3230-06/1325644_1 27

integrated resorts in the Asia-Pacific region. At this stage, it is anticipated that an IRD at Yorkey’s Knob would cost several billion dollars to construct.

(ii) Robina, Gold Coast – an entity owned by Mr Fung has entered into an agreement to acquire a development site (subject to due diligence) which neighbours Bond University in Queensland and which may be developed into a luxury residential, commercial and retail (or mixed use) precinct.

(iii) 109 The Esplanade, Surfers Paradise – an entity owned by Mr Fung has entered into an agreement to acquire this property subject to due diligence. The property has the potential to be developed into high rise apartments and hotel.

(iv) Patinack Farms, Gold Coast Hinterland – an entity controlled by Mr Fung has acquired these property including Wadham Park, Elysian Field, Saravale and Benobble which may, subject to due diligence and planning matters, be developed into an education, sporting, residential and resort precinct.

(v) Sheraton Mirage Resort, Gold Coast – an entity owned by Mr Fung has entered into an agreement to acquire this property subject to due diligence. The property has the potential to be the site of a casino project although the acquisition of the property is at a preliminary stage. The Aquis group is not in discussions with the Queensland Government in relation to such a project and is in the process of developing its plans in relation to the site.

(vi) Other residential and non-business properties – Mr Fung also owns (via wholly owned holding company structures) other Australian properties which are residential or non-commercial in nature. While there may be scope in the future to commercialise such assets, there is no such plan at present.

At this time, Mr Tony Fung and the Aquis Group have no firm plans to transfer or develop any of the above assets within the Company. It is Mr Fung’s current intention to progress property development assets outside the Company. It is possible that casino operating (including the IRD project at Yorkey’s Knob) and other entertainment businesses may be developed within the Company at a future time however there is no certainty this would occur.

Any decision in relation to such investments would be a matter for the independent directors of the Board at the relevant time depending on a number of matters including financing, regulatory approvals, the business and economic environment at the relevant time, the ability to develop and execute business plans and the ability to agree with the Aquis Group the terms on which the assets or investments would be transferred to or operated by the Company. To the extent any asset was acquired from other entities owned and/or controlled by Mr Fung such transaction would be subject to the approval of the independent directors of the Company and all other necessary approvals and considerations under the Corporations Act and the ASX Listing Rules.


3230-06/1325644_1 28

The above business model will be consistently reviewed and amended by the Board to ensure it meets the main objective of maximising Shareholder returns.

6.6 Group structure

If the Acquisition reaches Settlement, the diagram below summarises the ownership structure of the Company and the Aquis Group.

6.7 Key Dependencies of the Business Model

The Company’s business model is dependent on the Company’s ability to obtain the necessary Government and regulatory approvals required to conduct its proposed operations. Initially, regulatory approval will be required to conduct the planned redevelopment of the Casino. In the long term, the Company’s business model will be dependent on receipt of all ongoing approvals and licenses required from the relevant gaming regulators in the ACT and any other jurisdiction where the Company may operate in the future. Please also refer to the risk factors facing the Company set out in Section 7 below.

The other key factors that the Company will depend on to meet its objectives are:

(a) the successful completion of the Solarwind Sale Agreement;

(b) the successful completion of the Offer;

(c) the successful completion of the Acquisition; and

Mr Tony Fung

Other ShareholdersOther Australian

investments

Aqius Resort at the

Great Barrier ReefAquis Developments

Aquis Canberra

Holdings

Offshore Holding Structure

Yorkeys Knob

proposed development

100%

100%

100%100% 100%100%

100%

10.41% 89.59%

Project Management

Agreement

Aquis Entertainment

ASX: AQS

Aquis Canberra

Casino Canberra

100%

Company group


3230-06/1325644_1 29

(d) the Company’s ability to obtain the necessary funding to implement the significant redevelopment as identified in 6.3(d);.

6.8 Funding

The funding for the Company’s day to day operations will be met by the cash flows from the existing Casino Business, the offer of Shares pursuant to the Offer under this Prospectus and by the Company’s existing cash reserves post-Acquisition (see Section 6.10 for further details).

As set out in Section 6.3(d) of this Prospectus, the total cost of the Company’s proposed two phase redevelopment is currently anticipated to be approximately $330 million in construction and equipment costs (with further financing, advisor and other costs also to be incurred) and therefore will, if approved, require significant additional funding to be implemented. The Detailed plans for the Proposed Redevelopment are subject to regulatory approvals which the Casino is currently pursuing. See Section 6.3(d) for a summary of the Proposed Redevelopment. It is possible that as these plans are finalised the anticipated cost of the Proposed Redevelopment may change depending on the approved development.

If the Acquisition is implemented and the Company receives regulatory approval in respect of the Proposed Redevelopment, the Company will need to raise additional funding via both raising additional capital from the issue of securities and/or from debt funding. The Company will determine at the relevant time the most appropriate funding mix for its operations and requirements. This may include further equity raisings (for example placements to significant investors or pro rata offers to existing shareholders) or funding via new debt facilities from established lenders, or other variations of such funding sources. Investors should note that there is a risk that the Company may not be able to source funding on acceptable terms, which may adversely affect its ability to fulfil its growth intentions as set out in this Prospectus. For further details, please see the key risks associated with the Company in Section 7.

6.9 Regulation and Licensing

(a) Casino Licence

Key to the operation of the Casino is maintenance of the Casino Licence issued by the ACT Government under the Casino Control Act

2006 (ACT). The Aquis Group obtained approval from the ACT Minister of Gaming with respect to the change of control of the Casino Licence which took place on the acquisition by Aquis Canberra of the Casino in December 2014. As part of that approval, Aquis Canberra agreed to, and pre-paid, Casino Licence fees for 5 years.

The Casino Licence is subject to a number of conditions, including:

(i) only ‘Authorised Games’ approved by the Commission (listed in Section 6.3(b)(i) above) may be played at the Casino;

(ii) requirements on Casino Canberra to maintain records of its business activities and bank accounts and provide reports and other information on its activities when requested by the Commission;


3230-06/1325644_1 30

(iii) informing the Commission of changes in its ownership of 5% or more, changes to any of its officers or senior management, and of material adverse changes to its financial position;

(iv) prohibiting the Casino Licence from become encumbered or offered as security in any way; and

(v) prohibiting Casino Canberra from being the subject of an insolvency event.

A more detailed summary of the Casino Licence is provided in Section 11.3 of this Prospectus.

(b) Agreements with the ACT Government

As part of the approval process for the acquisition by Aquis Canberra of Casino Canberra in December 2014, the ACT Government, together with the Commission, entered into a deed with Casino Canberra detailing a number of matters relevant to the operation of the Casino, including the following requirements on Casino Canberra to:

(i) operate the Casino Business and maintain its premises consistent with well-run casino businesses having regard to its clientele and location;

(ii) maintain liquid assets (ie cash or cash equivalents convertible into cash within 24 hours) of at least $3 million at all times; and

(iii) grant first-ranking security interests over all of its land and other assets in favour of the ACT Government.

A more detailed summary of the ACT Government Deed is provided in Section 11.4 of this Prospectus.

6.10 Use of Funds

The Company intends to apply funds raised from the Offer, together with existing cash reserves post-Acquisition, in the next two years following re-admission to the Official List of the ASX (for the purpose of satisfying ASX’s requirements for re-listing following a significant change to the nature and scale of the Company’s activities) as follows:

Minimum Subscription

($2,000,000)

Percentage of Funds

Maximum Subscription ($3,000,000)

Percentage of Funds

Existing cash reserves1

$7,599,091 79% $7,599,091 72%

Funds raised from the Offer

$2,000,000 21% $3,000,000 28%

TOTAL $9,599,091 100% $10,599,091 100%

Preliminary scoping and other work in respect of the Proposed

$900,000 9% $900,000 9%


3230-06/1325644_1 31

Redevelopment

Reserve fund (cash reserves required to be maintained under casino licence conditions)

$3,008,780 31% $3,008,780 28%

Expenses associated with the Offer and the Acquisition2

$214,769 2% $215,737 2%

Evaluating new gaming and entertainment opportunities

$1,000,000 10% 1,000,000 9%

Working capital3 $4,475,542 47% $ 5,474,574 52%

TOTAL $9,599,091 100% $10,599,091 100%

Notes:

1. This incorporates the current cash holdings of the Company, Aquis Canberra and Casino Canberra as at 31 May 2015 with an estimated $270,000 of expenditure for the

month of June. Refer to the Investigating Accountant’s Report set out in Section 9 of this Prospectus for further details.

2. Refer to Section 12.11 of this Prospectus for further details.

3. Working capital includes the general costs associated with the management and operation of the business including salaries & wages (approximately 58%), Payroll and other administration expenses (approximately 20%), casino taxes (approximately 20%) and other costs.

In the event the Company raises more than the Minimum Subscription amount of $2,000,000 but less than the Maximum Subscription amount of $3,000,000, the additional funds raised will be first applied towards expenses associated with the Offer and Acquisition and then to preliminary scoping and other work in respect of the Proposed Redevelopment.

The above table is a statement of current intentions as of the date of lodgement of this Prospectus with the ASIC. As with any budget, intervening events and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis.

On completion of the minimum raising of $2,000,000 under the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives. To the extent the operating cash flows of the Company are not sufficient for its working capital needs following Settlement, an entity wholly owned by Mr Tony Fung has agreed to provide further debt funding to the extent required, up to a total cap of $20 million. Refer to Section 11.2 for further details.

Actual expenditure may differ significantly from the above estimates due to a change in market conditions, the development of new opportunities and other factors (including the risk factors outlined in Section 7).


3230-06/1325644_1 32

As set out in Section 6.8, the construction costs and cost of associated equipment in respect of the Proposed Redevelopment is currently anticipated to be approximately $330 million. Further costs will also be incurred for other matters relevant to the Proposed Redevelopment, including financing costs and consultant and adviser fees. As such, if the Proposed Redevelopment is approved, the Company will require significant additional funding in order for it to be implemented.

The Company will seek to raise these funds via both equity and debt capital. Further detail will be provided in due course following Settlement of the Acquisition as discussions and approvals are progressed.

In the event that the lender calls for repayment of the Additional Newberth Loan within 18 months from the date of this Prospectus, it is anticipated that the Additional Newberth Loan will be repaid out of the Company’s existing working capital at that time. Neither the Company nor Aquis Canberra has received any indication from the lender that it may call for repayment of the loan in this period.

6.11 Historical Financial Information

The Investigating Accountant’s Report contained in Section 9 of this Prospectus sets out:

(a) the audited Statement of Financial Position of the Company as at 30 June 2013 and 30 June 2014;

(b) the audited Statement of Financial Position of Aquis Canberra as at 31 December 2012 and 31 December 2013;

(c) the audit reviewed Statement of Financial Position of the Company and Aquis Canberra as at 31 December 2014; and

(d) the reviewed pro-forma Statement of Financial Position of the Company (after Settlement of the Acquisition) as at 31 December 2014.

Investors are urged to read the Investigating Accountant’s Report in full.

The full financial statements for the Company for its financial year ended 30 June 2014 and half year ended 31 December 2014, which include the notes to the financial statements, can be found from the Company’s ASX announcements platform on www.asx.com.au.

6.12 Dividend Policy

It is anticipated that, following Settlement of the Acquisition, the Company will focus on the redevelopment of Casino Canberra and other opportunities. This will likely require significant funding. Accordingly, the Company does not expect to declare any dividends during this period or in the short to medium term.

Any future determination as to the payment of dividends by the Company will be at the discretion of the Board 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 Board. No assurance in relation to the payment of


3230-06/1325644_1 33

dividends or franking credits attaching to dividends can be given by the Company.

6.13 Capital Structure

The expected capital structure of the Company following completion of the Offer and all related matters (assuming no Options are exercised) will be as follows:

Shares1 Minimum

Subscription ($2,000,000)


On issue at date of Prospectus 25,719,176 25,719,176

Consideration for the Acquisition2 163,546,925 163,546,925

Issued under the Offer 10,000,000 15,000,000

Loan Conversion3 117,325,350 117,325,350

TOTAL SHARES 316,591,451 321,591,451

Notes

1. The rights attaching to the Shares are summarised in Section 12.6 of this Prospectus.

2. Refer to Section 11.1 for a summary of the SPA. This assumes that the Redevelopment Proposal is successfully submitted prior to Settlement. Where the Redevelopment Proposal has not been submitted at Settlement, the issue of the Deferred Consideration Shares will be deferred until the Redevelopment Proposal is successfully submitted and the 30 day volume weighted average price of Shares in the Company is A$0.25 prior to submission.

3. Refer to Section 11.2 for a summary of the Shareholder Loans and the Loan Conversion Deed. These Shares will only be issued if the Company or Aquis Canberra Holdings exercises its conversion right under the Loan Conversion Deed and assumes that the Shareholder Loans (and accrued interest) are converted on the Maturity Date (at which time a total of $23,465,070 would be outstanding). The number will be less if Aquis Canberra Holdings exercises its conversion right prior to the Maturity Date of the Shareholder Loans and no Shares will be issued if the Company elects to repay the Shareholder Loans on the Maturity Date.

Options Minimum Subscription ($2,000,000)


On issue at date of Prospectus 5,000,0001 5,000,0001

Consideration for the Acquisition - -

Issued under the Offer - -

Loan Conversion - -

TOTAL OPTIONS 5,000,0002 5,000,0002

Notes


3230-06/1325644_1 34

1. Exercisable at $0.10 on or before 27 September 2016. These Options are held by Aquis Canberra Holdings. Refer to Section 12.7 for full terms of the Options.

6.14 Substantial Shareholders

As at the date of this Prospectus, the following Shareholders hold 5% or more of the total number of Shares on issue:

Shareholder Shares %

Aquis Canberra Holdings 4,450,0001 17.30%

Notes

1. These Shares were transferred to Aquis Canberra Holdings on 7 May 2015 from its related body corporate 4JS Pty Ltd, a wholly owned entity of Mr Tony Fung. Mr Fung also owns, via a wholly owned holding structure, all of the shares in Aquis Canberra Holdings.

On completion of the Offer (assuming the Minimum Subscription is raised under the Offer), the following Shareholders are expected to hold 5% or more of the total number of Shares on issue:

Shareholder Shares %

Aquis Canberra Holdings 177,996,925 89.33%

Notes

1. Refer to Section 11.1 for a summary of the SPA. This figure includes the Deferred Consideration Shares. The issue of the Deferred Consideration Shares will be deferred until the Redevelopment Proposal is successfully submitted and the 30 day volume weighted average price of Shares in the Company is A$0.25 prior to submission.

2. Aquis Canberra Holdings also holds 5,000,000 Options. This assumes that Aquis Canberra Holdings does not exercise any of its existing 5,000,000 Options. If the 5,000,000 Options are exercised the total Shares Aquis Canberra Holdings will hold up to 182,996,925 Shares, being 89.59% of the total Shares on issue. In the event that the Company elects for the Shareholder Loans and all accrued interest to be converted into Shares on the Maturity Date (resulting in a total sum of $23,465,069.91 to be converted), a total of 117,325,350 Shares will be issued to Aquis Canberra Holdings resulting in the voting power of Aquis Canberra Holdings and its associates increasing to 93.39% (assuming no other Shares are issued).

6.15 Restricted Securities

Subject to the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules and completing the Offer, the Incoming Directors understand that certain Shares on issue (including the Consideration Shares) may be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation.

During the period in which these Shares are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.

The Company will announce to the ASX full details (quantity and duration) of the Shares required to be held in escrow prior to the Company’s listed securities


3230-06/1325644_1 35

being reinstated to trading on ASX (which reinstatement is subject to ASX’s discretion and approval).

6.16 Top 20 Shareholders

The Company will announce to the ASX details of its top 20 Shareholders following completion of the Offer and prior to the Shares re-commencing trading on ASX.


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7. RISK FACTORS

7.1 Introduction

An investment in the Company is not risk free and the Board strongly recommends that potential investors to consider the key risk factors detailed in the Investment Overview in Section 5D of the Prospectus as well as the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

This Section 7 identifies circumstances that the Board regard as the major risks associated with an investment in the Company and which may have a material adverse impact on the financial performance of the Company and the market price of the Shares if they were to arise.

There are risks associated with the contemplated Acquisition, specifically in relation to the success of the Company which may adversely impact the value of an investment in the Shares of the Company (Section 7.2 and 7.3).

In addition, there are other general investment risks, many of which are largely beyond the control of the Company and its Directors (Section 7.4).

The Incoming Directors aim, and will aim, to manage these risks by carefully planning the Company’s activities and implementing risk control measures. However, some of the risks identified below are highly unpredictable and the Company is limited to the extent to which they can effectively manage them.

The following risk factors are not intended to be an exhaustive list of the risk factors to which the Company is exposed. In addition, this Section 7 has been prepared without taking into account offerees’ individual financial objectives, financial situation and particular needs. Offerees should seek professional investment advice if they have any queries in relation to making an investment in the Company.

7.2 Specific risks associated with the Change in Nature and Scale of Activities

(a) Re-Quotation of Shares on ASX

The Acquisition constitutes a significant change in the nature and scale of the Company’s activities and the Company needs to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the official list of ASX.

There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its Shares on the ASX. Should this occur, the Shares will not be able to be traded on the ASX until such time as those requirements can be met, if at all. Shareholders may be prevented from trading their Shares should the Company be suspended until such time as it does re-comply with the ASX Listing Rules.

(b) Liquidity Risk


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On Settlement, the Company proposes to issue the Consideration Shares. The Incoming Directors understand that ASX may treat these securities as restricted securities in accordance with Chapter 9 of the ASX Listing Rules.

Based on the post-offer capital structure (and assuming no further Shares are issued or Options exercised), the Consideration Shares will equate to approximately 89.59% of the issued Share capital on an undiluted basis (assuming only the minimum amount of $2,000,000 is raised under the Capital Raising). This could be considered an increased liquidity risk as a large portion of issued capital may not be able to be traded freely for a period of time.

(c) Contractual Risk

The ability of the Company to achieve its stated objectives will depend on the performance by the parties of their obligations under the SPA. If any party defaults in the performance of their obligations, it may be necessary for the Company to approach a court to seek a legal remedy, which can be costly.

7.3 Risks in respect of Casino Business

(a) Regulatory risks

Aquis Canberra operates in the gaming industry which is highly regulated. Similarly, if the Company is to pursue other gaming and entertainment opportunities in Queensland and elsewhere in the future, those additional opportunities will also be similarly regulated and will require the approval of the relevant gaming regulators and be subject to ongoing oversight and regulation. If the Acquisition proceeds, the Company’s operations, its financial performance and future prospects will be dependent on the regulatory framework it operates in.

The regulatory framework is subject to changes from time to time which can be adverse to the Company. While the Company will seek to minimise the impact of any such changes, there can be no certainty that this framework will not change and such changes may impact the licences or approvals which the Company requires to operate its business (now and in the future).

The potential changes to the general regulatory framework which could potentially negatively impact Aquis Canberra’s operations include:

(i) in seeking to significantly redevelop Casino Canberra, Aquis Canberra and the Company will be seeking various regulatory and other changes in relation to the Casino operations to support the redevelopment. This will require various approvals from the ACT gaming authorities and the ACT government. There is no certainty that such approvals will be granted which may impact on the nature and scale of the redevelopment and its financial viability;

(ii) the issue of new licences to third parties which enables third parties to compete with the Company’s businesses. This could


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result in a reduction in the revenue the Company generates from its gaming business;

(iii) new legislation or changes to the terms of the Casino’s existing Casino Licence can have a negative impact on the revenues of the Company generated from its gaming activities, for example, additional compliance requirements (including in respect of anti money laundering and fraud requirements), increased advertising restrictions, changes to gaming taxation rates or changes to, or a reduction of, games permitted to be played or gaming tables permitted to be operated, at the Casino. To the extent the Company acquires any additional casinos in the future, changes in those relevant jurisdictions may have a similar impact on the Company;

(iv) changes to visa access which could impact the Company’s ability to attract foreign VIP patrons. A reduction in VIP patronage at the Company’s properties could reduce the revenue the Company generates from its gaming and related business;

(v) If the Casino ceased to be licensed, the Company could not continue to undertake gaming activities in that market. A loss of the ACT Casino Licence would severely impact Aquis Canberra’s financial position and performance; and

(vi) the removal of, or other adverse change to, the Casino’s liquor licence which allows the Casino to serve alcohol at its property. Any adverse change in Aquis Canberra’s ability to do this could adversely impact the Company’s revenue and profitability.

(b) Compliance with relevant gaming and other regulations

The Casino’s operations are governed by strict regulations which impact on a wide range of its activities. While the Casino has strict internal compliance measures including extensive staff training and monitoring of activities, there can be no certainty that an employee does not breach a rule or regulation to which the Casino is subject. The impact of any regulatory breach by the Casino or one of its employees is dependent on the nature and severity of such breach and could potentially result in a range of penalties which may impact the Casino’s ability to conduct business. This would negatively impact the Company and its financial performance.

(c) Redevelopment and construction

Following the Acquisition, the Company will pursue a large-scale redevelopment of the Casino, as set out in further detail in Section 6.5

Development and construction activity is inherently risky and there is no guarantee that adequate returns from capital investment will be achieved. There are also risks that necessary approvals or consents are not forthcoming (specifically the approvals or consents sought under the Redevelopment Proposal), agreements with third parties are not finalised, targeted timetables are not achieved, planned costs are


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exceeded or disruption is more extensive than anticipated. Each of these risks has the potential to negatively impact the Company’s operations and financial performance and may impact on the Company’s ability to attract and retain customers.

(d) Funding Risks

The Company’s growth plans including completing the Proposed Redevelopment of the Casino are capital intensive. The expected costs of constructing the Proposed Redevelopment and purchasing the associated equipment is approximately $330 million. Further funds will also be required for other matters relevant to the Proposed Redevelopment, including financing costs and consultant and adviser fees. The Company’s existing cash and funds raised under the Offer will not be sufficient to commence more than preliminary scoping work in respect of the Proposed Redevelopment.

The Company’s ability to deliver such initiatives is therefore highly dependent on its ability to access debt and equity funding on favourable terms (or at all). The Company’s ability to raise capital on favourable terms (eg rates of interest, equity subscription prices etc) depend on a number of factors, including general economic conditions, gaming and entertainment market conditions, capital and credit market conditions, changes in bank lending practices and credit policies, political conditions and the reputation, performance and financial strength of the Company’s business.

If the Company is unable to raise debt or equity capital on favourable terms (or at all), the commercial viability of the Company’s growth initiatives may be negatively impacted. The above factors could also have the consequence that appropriate financing may not become available to the Company at all. This will constrain the Company’s ability to undertake its growth initiatives at all.

In addition, if and when further funds are raised, debt financing could impact on the level of gearing of the Company and equity financing may result in dilution of existing Shareholders.

(e) Volatility of VIP operations

As set out in Section 6.5, one of the areas that will be focussed on following the Acquisition and will be aiming to attract international and domestic VIP clientele. VIP operations experience volatility due to the large maximum bet limits and the nature of gaming turnover associated with VIP customers. While there is an element of chance in gaming as to whether the casino or the player wins in each game, over a long period of time, the win rate of table games is typically close to the theoretical win rate. However, in the short term, there can be significant variability in the actual financial results from VIP gaming depending largely on whether customers win or lose particular games which have large bets. The volatility in the VIP business could result in financial losses to Aquis Canberra if there is a negative deviation in the actual win rate compared to the theoretical.

(f) Reliance on a single property


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Aquis Canberra operates out of one property, being the Casino, which contributes all of Aquis Canberra’s earnings. The Casino has extensive risk management processes and systems to mitigate the risk of fire, crowd control issues and other risks associated with large venues. However, there can be no certainty that the property will not be impacted by a catastrophic event which causes significant disruption to Aquis Canberra’s operations and resulting in financial losses to Aquis Canberra. While the Casino maintains a level of insurance cover, those insurance policies may not provide coverage for all losses related to the Casino’s business, including disruption to the Casino’s operations, and the occurrence of losses, liabilities or damage not covered by such insurance policies could negatively impact the Casino’s operations and financial performance.

(g) Brand reputation

The Casino Canberra brand is important and the Aquis brand will be important in attracting customers. Negative publicity such as media reports of negative events associated with the Casino or Aquis including inappropriate conduct in the Casino may damage these brands’ reputation, with the potential to reduce patronage to the Casino and therefore negatively impact financial performance.

(h) Competition

The worldwide gaming industry in which the Casino operates is highly competitive. The Australian casino industry is also highly competitive. The Casino’s potential VIP business will aim to cater for predominantly international customers and therefore will compete directly with integrated resorts globally such as those in Singapore, Macau, the Philippines and Las Vegas as well as Australian casinos in Brisbane, the Gold Coast and other parts of Queensland, Sydney, Melbourne, Adelaide, Darwin and Perth. There are a number of jurisdictions in the region (such as Japan, Taiwan and Vietnam) which are developing or considering developing integrated resorts that may attract VIP business away from the Casino which could negatively impact the Company’s revenues and operations in the future.

The Casino also competes to some extent with the local clubs and pubs that operate gaming machines.

(i) General economic conditions and consumer sentiment

General economic conditions and consumer sentiment have an impact on the level of expenditure of patrons at the Casino and therefore impact the Casino’s operational and financial performance. Factors such as interest rates, foreign exchange rates, share market performance, sovereign risk and other global economic events can influence general economic conditions and consumer sentiment. To the extent there is uncertainty or deterioration in any of these factors, expenditure by Aquis Canberra’s patrons in the Casino could be negatively impacted.

(j) Litigation and legal liabilities


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The Company may be subject to litigation and legal liabilities, including intellectual property claims, contractual disputes, occupational health and safety claims employee claims and other claims in the course of operations which can have a negative financial impact on the Company. While the Company believes that appropriate provisions have been made in respect of identified risks of this nature in respect of the Casino Business, there can be no certainty that these provisions are sufficient or that there are no new issues which require further provisions. There is also a risk that the Company reputation may be negatively impacted due to the profile of, and public scrutiny surrounding, any such litigation and legal liabilities regardless of their outcome.

Neither the Company nor Aquis Canberra is currently engaged in any litigation.

(k) Global events

Geopolitical events globally can impact the international tourism industry in which Aquis Canberra participates. Global events such as acts of terrorism, natural disasters and health related issues can reduce international tourism activity and reduce the visitation to and expenditure in the Casino. Such events can have a prolonged effect on visitation, for example due to the resultant economic impacts or due to perceived risks by potential tourists. This could negatively impact Aquis Canberra’s operations and its financial performance specifically in relation to any international VIP business.

(l) Bad debts in VIP business

In the operation of VIP business, credit will be extended to certain customers to facilitate gaming activity in the Casino. Providing credit to VIP customers is customary in the industry and is extended to customers who can place very large individual bets. The credit is provided on an unsecured basis and to customers who ordinarily reside in foreign jurisdictions. The ability of Aquis Canberra to recover bad debts from customers can depend on the laws of the country in which those customers reside, for example, whether the jurisdiction enforces gaming debts. There is a risk that some customers may default on their obligations to repay these debts, which may result in financial losses to Aquis Canberra if those debts cannot be recovered.

(m) Occupational health and safety

The Casino has a significant number of employees. In addition, the Casino attracts a significant number of customers. While Aquis Canberra believes the Casino has extensive occupational health and safety policies and training, there is a risk of injuries to Casino employees and customers which can negatively impact the Casino’s operations and reputation. The Casino must also comply with applicable occupational health and safety legislation and regulatory requirements. A failure to do so may have a negative impact on the Casino’s operations and reputation.

(n) Failure or corruption of IT systems


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Aquis Canberra relies on various IT systems for its day to day operations, some of which are critical to Aquis Canberra’s operations. While Aquis Canberra believes it has extensive measures to mitigate risks, such as disaster recovery systems, there is no certainty that these systems are adequate to prevent a failure of IT systems or disruption by a hacker. A prolonged system failure would result in a significant loss of revenue to Aquis Canberra and may negatively impact Aquis Canberra’s operations and financial performance.

(o) Major criminal activity

Major criminal activity such as fraud, cheating and money laundering is a risk to the Casino’s operations. Gaming activities, such as table games, are conducted with the use of gaming chips, which like currency, are subject to risks of counterfeit and fraud. While the Casino has extensive counter measures, including anti-counterfeit systems and ongoing engagement with relevant law enforcement bodies, there can be no certainty that major criminal activity does not occur in the Casino. The occurrence of any such activity could negatively impact Aquis Canberra’s operations and financial performance.

7.4 General Risks Relating to the Company

(a) Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and directors. There can be no assurance that there will be no detrimental impact on the performance of the Company or its growth potential if one or more of these employees cease their employment and suitable replacements are not identified and engaged in a timely manner.

(b) Trading Price of Shares

The Company’s operating results, economic and financial prospects and other factors will affect the trading price of the Shares. In addition, the price of Shares is subject to varied and often unpredictable influences on the market for equities including, but not limited to general economic conditions including the performance of the Australian dollar on world markets, inflation rates, foreign exchange rates and interest rates, variations in the general market for listed stocks in general, changes to government policy, legislation or regulation, industrial disputes, general operational and business risks and hedging or arbitrage trading activity that may develop involving the Shares.

In particular, the share prices for many companies have been and may in the future be highly volatile, which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions relating to certain unstable regions of the world, acts of terrorism and the general state of the global economy. No assurances can be made that the Company’s market performance will not be adversely affected by any such market fluctuations or factors.

(c) Additional Requirements for Capital


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The capital requirements of the Company in order to finance the Proposed Redevelopment of the Casino will be significant (expected to cost in excess of $330 million). The Company will need to raise the necessary significant funding from both debt and equity sources. There is no certainty as to the availability of debt or equity capital or the terms on which such capital may be provided in the future. The Company’s ability to raise capital on favourable terms will depend on prevailing capital market conditions, the Company’s credit rating position, capital structure and operating performance from time to time as well as the nature of any casino agreements and regulatory approvals with relevant authorities, each of which may impact on the potential for the Company to incur higher interest rates and/or additional fees associated with future financing transactions.

If the Company is unable to raise the required capital, this may have an adverse effect on the financial position and performance of the Company and its ability to meet its financial obligations.

(d) Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Company’s securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;

(ii) interest rates and inflation rates;

(iii) currency fluctuations;

(iv) changes in investor sentiment toward particular market sectors;

(v) the demand for, and supply of, capital; and

(vi) terrorism or other hostilities.

(e) Industrial relations and wages

A significant proportion of the Casino Business workplace is unionised and their employment is subject to an enterprise bargaining agreement. Industrial disputes may occur which may disrupt the Company’s operation. In addition, in times of low unemployment or shortage of skilled employees, there can be upward pressure on wages. If any of these events occur, it may have an adverse effect on the Company’s future financial performance and position.

(f) Force Majeure

The Company, now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, extreme weather


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conditions, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

(g) Acquisitions

As part of its business strategy, the Company may make acquisitions of, or significant investments in, companies or businesses that are complementary to the Casino Business. Any such future transactions are accompanied by the risks commonly encountered in making acquisitions of companies and businesses, such as integrating cultures and systems of operation, relocation of operations, short term strain on working capital requirements, achieving the margins anticipated and retaining key staff and customer and supplier relationships.

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above risk factors, and others not specifically referred to above, may materially affect the future financial performance of the Company and the value of the Shares offered under this Prospectus.

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.


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8. BOARD, MANAGEMENT AND INTERESTS

8.1 Directors

As at the date of this Prospectus, the Board comprises of:

(a) Mr Tony Adcock (Non-Executive Chairman & Director);

(b) Mr Tom Pickett (Non-Executive Director); and

(c) Mr Josh Puckridge (Executive Director),

(together, the Existing Directors).

It is proposed that upon Settlement of the Acquisition:

(a) Mr Tony Fung, Raymond Or, Mr Justin Fung, Mr Geoff Andres, Mr Alex Chow and Mr Russell Shields will be appointed to the Board of the Company (together, Incoming Directors); and

(b) the Existing Directors intend to resign as Directors.

However, the appointments of Messrs Chow and Shields will be conditional upon approval from the ACT gaming regulators.

The profiles of each of the Incoming Directors and Senior Management are set out below. Those directors who are independent directors are specified as such below:

(a) Mr Tony Fung (Proposed Chairman)

Mr Tony Fung is the ultimate owner and controller of the Aquis Group. He has significant experience in corporate finance and company administration, including running Sun Hung Kai & Co. Ltd, a leading Hong Kong-based non-bank financial and securities holding company. Mr Fung has significant property investments in Hong Kong and also in Australia.

(b) Mr Raymond Or Ching-Fai (Proposed Non-Executive Director and Deputy Chairman)

Mr Or Ching-Fai is chairman and chief executive of China Strategic Holdings Limited. Mr Or has had a long career in banking and insurance including as the Chairman of HSBC Insurance Limited, Vice-Chairman and Chief Executive of Hang Seng Bank, Chairman of Hang Seng Insurance Co Limited and currently he is a director of Industrial and Commercial Bank of China Limited. Mr Or was previously a director of Cathay Pacific Airways Limited and Hutchison Whampoa Limited. He was (among other roles) the Vice President and a Council Member of the Hong Kong Institute of Bankers. He has a bachelor’s degree in economics and psychology from the University of Hong Kong.

(c) Mr Justin Fung (Proposed Executive Director)

Mr Justin Fung is Mr Tony Fung’s son. He is the managing director of the Canberra Casino. He is an Australian resident and represents the Fung


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family’s interests in Australia. He plays a lead role in day to day operational, management and strategic decisions of the Aquis Group. Mr Fung has an arts degree from Duke University, North Carolina and a law degree from Loyola University, Los Angeles and has previously worked in the Fung family’s property/development businesses.

(d) Mr Geoff Andres (Proposed Executive Director and CEO)

Mr Geoff Andres is a senior and experienced international casino executive and is the CEO of Casino Canberra. He was most recently the Senior Vice-President and General Manager of Sands Macau where he was responsible for driving significant improvements across the 289 room five star resort. He has worked at senior levels across major gaming and entertainment brands in the US and Macau for more than 20 years.

(e) Mr Alex Chow (Proposed Independent Non-Executive Director)

Mr Chow Yu Chun, Alexander, aged 68, is a senior non-executive director with over 35 years of experience in commercial, financial and investment management in Hong Kong and Mainland China. He has served as an lndependent Non-executive Director of Top Form International Limited since February 1993 and is a Certified Public Accountant of the Hong Kong lnstitute of Certified Public Accountants. Mr. Chow is also currently an independent non-executive director of Playmates Toys Limited, China Strategic Holdings Limited and Symphony Holdings Ltd, each of which are listed on the Hong Kong Stock Exchange.

Mr Chow is free from any business or other relationship that could materially interfere with, or reasonably be perceived to materially interfere with, the independent exercise of his judgement as a Director.

(f) Mr Russell Shields (Proposed Independent Non-Executive Director)

Russell Shields is a senior non-executive director with more than 35 years’ experience in the financial services industry. He was Chairman Queensland and Northern Territory of ANZ Bank for 6 years. Prior to joining ANZ, Mr Shields held senior executive roles with HSBC including Managing Director Asia Pacific – Transport, Construction and Infrastructure and State Manager Queensland, HSBC Bank Australia. He is currently also a non-executive director of ASX-listed Exclipx Group Limited.

Mr Shields is free from any business or other relationship that could materially interfere with, or reasonably be perceived to materially interfere with, the independent exercise of his judgement as a Director.

8.2 Personal Interests of Existing Directors and Incoming Directors

Directors are not required under the Company’s current constitution or the new Constitution (to be approved by Shareholders at the General Meeting) to hold any Shares to be eligible to act as a director. Other than as set out below in respect of Mr Tony Fung, no Director currently holds a relevant interest in any Shares or Options in the Company. Mr Justin Fung is Tony Fung’s son and therefore associated with, and holds the same voting power as, Tony Fung.


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As set out in Section 6.14, at the date of this Prospectus, Aquis Canberra Holdings is a major Shareholder in the Company, holding 4,450,000 Shares and 5,000,000 Options. As an Incoming Director, Mr Tony Fung, owns, via a wholly owned holding structure, all of the shares in Aquis Canberra Holdings, he indirectly holds these interests in Securities of the Company. In addition, following completion of the Acquisition, Aquis Canberra Holdings will have voting power in the Company of up to approximately 89.59%. No other Incoming Director currently holds a relevant interest in any Shares or Options in the Company.

Details of the Directors’ and Incoming Directors’ remuneration and relevant interest in the Securities of the Company upon completion of the Offer (assuming Minimum Subscription and that no Options are exercised) are set out in the table below:

Director Remuneration for year ended 30 June 2013

Remuneration for year ended 30 June 2014

Remuneration for year ended 30 June 2015

Proposed remuneration

for year ended 30

June 20167

Shares Options

Existing Directors

Tony Adcock

$25,000 $25,000 $20,833 $1,541 Nil Nil

Tom Pickett $6,250 $25,000 $20,833 1,541

Nil Nil

Josh Puckridge

$18,750 $72,891 $83,300 6,162 Nil Nil

Incoming Directors

Tony Fung1

N/A N/A N/A N/A 177,996,9252 5,000,0003

Raymond Or

N/A N/A N/A N/A Nil Nil

Justin Fung N/A N/A N/A $280,0004 Nil Nil

Geoff Andres

N/A N/A N/A $979,4325 Nil Nil

Alex Chow N/A N/A N/A $80,000 Nil Nil

Russell Shields

N/A N/A N/A $110,0006 Nil Nil

Notes: 1. This interest will be held indirectly by Mr Fung through Aquis Canberra Holdings. Mr Fung

owns, via a wholly owned holding structure, all of the shares in Aquis Canberra Holdings. The corporate structure of the Aquis Group which sets out Mr Fung’s holding structure is set out in Section 6.6.

2. This assumes that the Redevelopment Proposal is successfully submitted prior to Settlement. Where the Redevelopment Proposal has not been submitted at Settlement, the issue of the Deferred Shares will be deferred until the Redevelopment Proposal is successfully submitted and the 30 day volume weighted average price of Shares in the Company is A$0.25 prior to submission.

3. Terms of the Options are set out in Section 12.7 of this Prospectus.


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4. Mr Fung’s remuneration is pursuant to his executive employment with Casino Canberra and is not provided in consideration for carrying out his duties as a director.

5. Mr Andres’ remuneration is US$750,000. This table assumes an exchange of US$1.00 : A$1.31 (as at 29 June 2015). Mr Andres’ remuneration is pursuant to his executive employment with Casino Canberra and is not provided in consideration for his duties as a director. Mr Andres is also eligible for a bonus of up to 75% of the salary specified in this Section at the discretion of the Board.

6. Mr Shields’ remuneration as director includes fees for sitting on various board committees.

7. The Existing Directors will resign upon Settlement occurring and will be eligible to the Resignation Benefits and Implementation Benefit (as applicable). Refer to Section 11.1(c) for further details. The Existing Directors will continue being paid Director fees between 1 July 2015 and Settlement of the Acquisition (which is expected to occur on or about 27 July 2015.

The Company’s Constitution provides that the remuneration of Non-Executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The Constitution provides that the aggregate remuneration for Non-Executive Directors may be varied by ordinary resolution of the Shareholders in general meeting. The current amount (as determined in September 2011) is fixed at $150,000. To the extent the payments to non-executive directors set out above exceed this amount, the Company will seek Shareholder approval at its next annual general meeting prior to making such payments.

The remuneration of any executive director that may be appointed to the Board will be fixed by the Board and may be paid by way of fixed salary or consultancy fee.

The Company will:

(a) subject to shareholder approval, issue the Resignation Benefits to Messrs Tony Adcock and Tom Pickett in consideration for them resigning as Directors; and

(b) make the Implementation Benefit to Mr Josh Puckridge in consideration for his assistance in implementing the Acquisition,

the manner of such payments depending on the timing of making the payment and the Shareholder approvals obtained. Refer to Section 11.1(c) for further details.

Issuing the Resignation Benefits may constitute a “benefit” for the purposes of sections 200B and 200C of the Corporations Act and ASX Listing Rule 10.19 and accordingly the Company is seeking Shareholder approval for making the Resignation Benefits at the General Meeting. Refer to Section 11.1(c) for further details in respect of the Resignation Benefits and Implementation Benefit.

8.3 Existing Director and Incoming Director participation in the Offer

Under the SPA and Subscription Agreement, the Directors will allocate the first 10,000,000 Shares under the Offer to Aquis Canberra Holdings, as Mr Fung owns, via a wholly owned holding structure, all of the shares in Aquis Canberra Holdings, he will indirectly be participating in the Offer.


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The relevant interest of Mr Fung in the Securities of the Company, following the completion of the Offer and Settlement, is set out at Section 8.2 of this Prospectus.

8.4 Agreements with Existing Directors and Incoming Directors

The agreements the Company has entered into with Existing Directors and Incoming Directors are listed in Sections 11.9 - 11.11.


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9. INVESTIGATING ACCOUNTANT’S REPORT

DISCOVERY RESOURCES LIMITED(to be renamed Aquis EntertainmentLimited)

Investigating Accountant’s Report

30 June 2015

2

30 June 2015

The Directors

Discovery Resources Limited

Level 9, 105 St Georges Terrace

Perth WA 6000

Dear Directors

INVESTIGATING ACCOUNTANT’S REPORT

1. Introduction

BDO Corporate Finance (WA) Pty Ltd (‘BDO’) has been engaged by Discovery Resources Limited

(‘Discovery’ or ‘the Company’) to prepare this Investigating Accountant's Report (‘Report’) in

relation to certain financial information of Discovery for inclusion in the Prospectus. The

Prospectus is required under Australian Securities Exchange (‘ASX’) requirements for Discovery

to re-comply with Chapters 1 and 2 of the ASX Listing Rules, as a result of Discovery signing a

Share Purchase Agreement with Aquis Canberra Holdings (Aus) Pty Ltd for the acquisition by

Discovery of the entire issued share capital of Aquis Canberra Pty Ltd (‘Aquis Canberra’), the

holding company of Casino Canberra Limited (‘Casino Canberra’). Casino Canberra is the

operating entity, while Aquis Canberra is a holding entity with no material operations.

Broadly, the Prospectus will offer 10 million Shares at an issue price of $0.20 each to raise $2

million before costs (‘the Offer’). The Company may also accept oversubscriptions of up at an

additional $1 million. The Offer is subject to a minimum subscription level of 10 million shares to

raise $2 million before costs.

Expressions defined in the Prospectus have the same meaning in this Report. BDO Corporate

Finance (WA) Pty Ltd (‘BDO’) holds an Australian Financial Services Licence (AFS Licence Number

316158).

This Report has been prepared for inclusion in the Prospectus. We disclaim any assumption of

responsibility for any reliance on this Report or on the Financial Information to which it relates

for any purpose other than that for which it was prepared.

3

2. Scope

You have requested BDO to perform a limited assurance engagement in relation to the historical

and pro forma historical financial information described below and disclosed in the Prospectus.

The historical and pro forma historical financial information is presented in the Prospectus in an

abbreviated form, insofar as it does not include all of the presentation and disclosures required

by Australian Accounting Standards and other mandatory professional reporting requirements

applicable to general purpose financial reports prepared in accordance with the Corporations Act

2001.

You have requested BDO to review the following historical financial information (together the

‘Historical Financial Information’) of Discovery, Aquis Canberra and Casino Canberra included in

the Prospectus:

the historical Statements of Profit or Loss and Other Comprehensive Income for the half

year ended 31 December 2014 and the years ended 30 June 2014 and 30 June 2013 for

Discovery;

the historical Statements of Profit or Loss and Other Comprehensive Income for the

years ended 31 December 2014, 31 December 2013 and 31 December 2012 for Casino

Canberra;

the historical Statement of Financial Position as at 31 December 2014 of Discovery,

Aquis Canberra and Casino Canberra; and

the historical Statement of Changes in Equity as at 31 December 2014 of Discovery,

Aquis Canberra and Casino Canberra.

The Historical Financial Information has been prepared in accordance with the stated basis of

preparation, being the recognition and measurement principles contained in Australian

Accounting Standards and the company’s adopted accounting policies. The Historical Financial

Information of Discovery has been extracted from the financial report for the half year ended 31

December 2014, which was reviewed by Moore Stephens Chartered Accountants in accordance

with the Australian Auditing Standards. Moore Stephens Chartered Accountants issued an

unmodified review conclusion on the half year financial report.

The Historical Financial Information of Casino Canberra has been extracted from the financial

report for the year ended 31 December 2014, which was audited by the BDO Audit Pty Ltd in

accordance with the Australian Auditing Standards. BDO Audit Pty Ltd issued an unmodified audit

opinion on the annual financial report.

Pro Forma Historical Financial Information

You have requested BDO to review the following pro forma historical financial information

(together the ‘Pro Forma Historical Financial Information’) of Discovery included in the

Prospectus:

the pro forma historical Statement of Financial Position as at 31 December 2014; and

the pro forma historical Statement of Changes in Equity as at 31 December 2014.

The Pro Forma Historical Financial Information has been derived from the historical financial

information of Discovery, after adjusting for the effects of the subsequent events described in

Section 6 of this Report and the pro forma adjustments described in Section 7 of this Report.

The stated basis of preparation is the recognition and measurement principles contained in

Australian Accounting Standards applied to the historical financial information and the events or

transactions to which the pro forma adjustments relate, as described in Section 7 of this Report,

4

as if those events or transactions had occurred as at the date of the historical financial

information. Due to its nature, the Pro Forma Historical Financial Information does not represent

the company’s actual or prospective financial position or financial performance.

The Pro Forma Historical Financial Information has been compiled by Discovery to illustrate the

impact of the events or transactions described in Section 6 and Section 7 of the Report on

Discovery’s financial position as at 31 December 2014. As part of this process, information about

Discovery’s financial position has been extracted by Discovery from the Company’s financial

statements for the half year ended 31 December 2014.

The Pro Forma Historical Financial Information incorporates the completion of the acquisition

whereby the Company will issue a total of 163,546,925 new ordinary shares to Aquis Canberra

Holdings (Aus) Pty Ltd in consideration for a 100% interest in Aquis Canberra, the holding

company of the operating entity, Casino Canberra (‘the Acquisition’). Under the terms of the

Transaction, the consideration shares will be issued in two tranches, comprising:

(a) 149,421,874 shares to be issued immediately on completion of the sale of Aquis

Canberra; and

(b) a further 14,125,051 shares to be issued on:

i. the date that the Company successfully submits its ‘Formal Redevelopment

Proposal’ (which shall be defined as any proposal for the development of the

Canberra Casino to the Australian Capital Territory (‘ACT’) Gambling and Racing

Commission, ACT Chief Minister, ACT Minister for Gaming and Racing or other

relevant minister, official or department of the ACT government where such a

proposal contains architectural diagrams of the proposed finished development

and timelines to completion of the development) (provided that the Company’s

30 day Volume Weighted Average Price (‘VWAP’) ending on the date

immediately preceding submission of the Formal Redevelopment Proposal is

equal to or greater than $0.25); or

ii. if, at the time of submission of the Formal Redevelopment Proposal the

Company’s 30 day VWAP is less than $0.25, such later date on which the

Company’s 30 day VWAP is equal to or greater than $0.25, provided such date is

within 12 months of the date of submission of the Formal Redevelopment

Proposal.

3. Directors’ responsibility

The directors of Discovery are responsible for the preparation and presentation of the Historical

Financial Information and Pro Forma Historical Financial Information, including the selection and

determination of pro forma adjustments made to the Historical Financial Information and

included in the Pro Forma Historical Financial Information. This includes responsibility for such

internal controls as the directors determine are necessary to enable the preparation of Historical

Financial Information and Pro Forma Historical Financial Information are free from material

misstatement, whether due to fraud or error.

4. Our responsibility

Our responsibility is to express limited assurance conclusions on the Historical Financial

Information and the Pro Forma Historical Financial Information. We have conducted our

engagement in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance

Engagements involving Corporate Fundraisings and/or Prospective Financial Information.

5

Our limited assurance procedures consisted of making enquiries, primarily of persons responsible

for financial and accounting matters, and applying analytical and other review procedures. A

limited assurance engagement is substantially less in scope than an audit conducted in

accordance with Australian Auditing Standards and consequently does not enable us to obtain

reasonable assurance that we would become aware of all significant matters that might be

identified in a reasonable assurance engagement. Accordingly, we do not express an audit

opinion.

Our engagement did not involve updating or re-issuing any previously issued audit or limited

assurance reports on any financial information used as a source of the financial information.

5. Conclusion

Historical Financial Information

Based on our limited assurance engagement, which is not an audit, nothing has come to our

attention that causes us to believe that the Historical Financial Information, as described in the

Appendices to this Report, and comprising:

the historical Statements of Profit or Loss and Other Comprehensive Income for the half

year ended 31 December 2014 and the years ended 30 June 2014 and 30 June 2013 for

Discovery;

the historical Statements of Profit or Loss and Other Comprehensive Income for the

years ended 31 December 2014, 31 December 2013 and 31 December 2012 for Casino

Canberra;

the historical Statement of Financial Position as at 31 December 2014 of Discovery,

Aquis Canberra and Casino Canberra; and

the historical Statement of Changes in Equity as at 31 December 2014 of Discovery,

Aquis Canberra and Casino Canberra.

is not presented fairly, in all material respects, in accordance with the stated basis of

preparation, as described in Section 2 of this Report.

Pro Forma Historical Financial information

Based on our limited assurance engagement, which is not an audit, nothing has come to our

attention that causes us to believe that the Pro Forma Historical Financial Information as

described in the Appendices to this Report, and comprising:

the pro forma historical Statement of Financial Position of Discovery as at 31 December

2014; and

the pro forma historical Statement of Changes in Equity of Discovery as at 31 December

2014;

is not presented fairly, in all material respects, in accordance with the stated basis of

preparation, as described in Section 2 of this Report.

6. Subsequent Events

The pro-forma statement of financial position reflects the following events that have occurred

subsequent to the period ended 31 December 2014:

During the period Aquis Canberra paid $6 million to Casinos Austria International Limited

for the acquisition of all the issued share capital in Casino Canberra. The $6 million paid

by Aquis Canberra was provided by Aquis Canberra Holding (Aus) Pty Ltd;

6

On 12 February 2015, Aquis Canberra drew down a further $4.5 million of the loan

facility provided by Aquis Canberra Holdings (Aus) Pty Ltd (‘Aquis Loan’). Aquis Canberra

provided the cash to Casino Canberra which was used to prepay the casino license fees

for 5 years under Casino Control (License Fee) Determination 2015 totaling $4.5 million;

On 12 February 2015, Casino Canberra entered into a Loan Agreement with Newberth

Limited for an amount of $2 million to be used for general working capital purposes

(‘Newberth Loan’). Casino Canberra has since drawn down the full $2 million;

As at 31 December 2014, Casino Canberra had deferred tax assets of approximately $3.05

million. The majority of this balance relates to temporary differences that are

attributable to property, plant and equipment which can only be recognised to the

extent that it is probable that taxable profits will be available against which the

deductible temporary differences can be utilised. Given that sufficient information is not

available at this point in time regarding the future profitability of Casino Canberra, we

do not have reasonable grounds to assume that future taxable profits will be available

against which the deductible temporary differences can be utilised. Therefore, the

deferred tax assets have been written off;

Certain amendments to the terms regarding repayment of both the Aquis Loan and

Newberth Loan have been made, these are as follows:

i. The maturity date will be extended to the date which is 5 years from the date of

the Company re-listing on the ASX;

ii. From the date of re-listing on the ASX the Aquis Loan and the Newberth Loan will

bear interest at a rate of 8% per annum which will accrue monthly and will be

capitalised on each loan. The interest will accumulate and be repaid when the

loans are repaid;

iii. The outstanding amount under the Aquis Loan and Newberth Loan may be repaid

in any of the following ways:

a) at the sole election of the lender by conversion into Shares at an issue price

of $0.20 per Share, provided that the entire amount outstanding must be

converted at once and conversion must not result in the lender and its

associates having a voting power in the Company in excess of 89.59%;

b) at the sole election of the Company, repaid in cash at any time prior to the

maturity date;

c) at the sole election of the Company no later than 5 Business Days prior to the

maturity date, by conversion into Shares at an issue price of $0.20 per Share;

d) if the Company has not exercised any of the conversion rights above, then

the Company must repay the outstanding amount under the Aquis Loan and

the Newberth Loan on either:

i. the maturity date, provided that the VWAP of the Company’s Shares

in the 30 day period ending on the day immediately prior to the

maturity date is equal to or greater than $0.25; or

ii. 5 Business Days after both of the following conditions are satisfied:

- The lender issues a repayment notice to the Company; and

- the VWAP of the Company’s Shares in the 30 day periodending on the day immediately prior to the giving of arepayment notice is equal to or greater than $0.25;

7

As at the date of this Report the Company’s only requirement to repay the Aquis Loan

and Newberth Loan in cash will occur if the VWAP of the Company’s Shares is equal to or

greater than $0.25. The current share trading price is well below this and we are unable

to determine if this condition will be met in the future thus requiring repayment in cash.

As a result of the above change in the terms of repayment we have derecognised the full

amount outstanding under Aquis Loan and Newberth Loan as debt and recognised the

outstanding amount as equity. This treatment has been determined for the purposes of

the pro-forma adjustments as at 31 December 2014, however will require re-

determination as at the successful Acquisition date and subsequent reporting dates which

may result in changes to this treatment;

Casino Canberra has also been provided a non-convertible loan by Newberth for an

amount of $700,000 to be used for general working capital purposes. This amount will

bear interest at a rate of 8% per annum which will accrue monthly and will be capitalized

into the loan on the last day of each month. Payment is required within 6 months of

written demand of the lender; and

Newberth Ltd has agreed to provide the Company with additional debt funding of up to

$20 million for its working capital requirements in the two year period following

reinstatement to trading on the ASX (to the extent such requirements cannot be met out

of the Company’s operating cash flows). Under this facility, interest is payable on the

balance drawn down at a rate equal to the then applicable BBSY rate plus a margin of 2%

per annum, which will be capitalised into the outstanding balance. Newberth can

require repayment on 3 months’ written notice, provided that repayment is only

required to the extent it does not result in an insolvency event occurring in respect of

the Company. As at the date of this Report, the Company has not made any draw downs

on this facility.

Apart from the matters dealt with in this Report, and having regard to the scope of this Report

and the information provided by the Directors, to the best of our knowledge and belief no other

material transaction or event outside of the ordinary business of Discovery not described above,

has come to our attention that would require comment on, or adjustment to, the information

referred to in our Report or that would cause such information to be misleading or deceptive.

7. Assumptions Adopted in Compiling the Pro-forma Statementof Financial Position

The pro forma historical Statement of Financial Position is shown in Appendix 2. This has been

prepared based on the financial statements as at 31 December 2014, the subsequent events set

out in Section 6, and the following transactions and events relating to the issue of Shares under

this Prospectus:

The issue of 10 million Shares at an offer price of $0.20 each to raise $2 million before

costs based on the minimum subscription or the issue of 15 million Shares at an offer

price of $0.20 each to raise $3 million before costs based on the maximum subscription,

pursuant to the Prospectus;

Costs of the Offer are estimated to be $214,769 based on the minimum subscription or

$215,737 based on the maximum subscription, which are to be offset against contributed

equity;

The Company will change its name from Discovery Resources Limited to Aquis

Entertainment Limited;

8

The issue of a total of 163,546,925 new ordinary shares to Aquis Canberra Holdings (Aus)

Pty Ltd (over two tranches) in consideration for a 100% interest in Aquis Canberra, the

holding company of Casino Canberra;

Under the terms of the Solarwind Sale Agreement, Discovery has agreed to dispose of its

interest in its 100% owned subsidiary, Solarwind Investments Pty Ltd, which holds the

rights and titles to the Namibian exploration assets for total consideration of $1; and

Upon completion of the Acquisition, the Company has agreed to issue a total of 250,000

Share to Tom Pickett and Tony Adcock in consideration of them retiring as Directors. The

Company has also agreed to issue Josh Puckridge a total of 1 million Shares as a success

fee in consideration for his assistance in implementing the Acquisition. These shares have

a deemed value of $0.20 per share for a total value of $300,000.

8. Independence

BDO is a member of BDO International Ltd. BDO does not have any interest in the outcome of

the Offer other than in connection with the preparation of this Report and participation in due

diligence procedures, for which professional fees will be received. For the year ended 31

December 2014, BDO Audit Pty Ltd was the appointed auditor of Canberra Casino Limited

however since this date they have been removed as auditor. BDO also provides Discovery with

certain other professional services for which normal professional fees are received.

9. Disclosures

This Report has been prepared, and included in the Prospectus, to provide investors with general

information only and does not take into account the objectives, financial situation or needs of

any specific investor. It is not intended to be a substitute for professional advice and potential

investors should not make specific investment decisions in reliance on the information contained

in this Report. Before acting or relying on any information, potential investors should consider

whether it is appropriate for their objectives, financial situation or needs.

Without modifying our conclusions, we draw attention to Section 2 of this Report, which

describes the purpose of the financial information, being for inclusion in the Prospectus. As a

result, the financial information may not be suitable for use for another purpose.

BDO has consented to the inclusion of this Report in the Prospectus in the form and context in

which it is included. At the date of this Report this consent has not been withdrawn. However,

BDO has not authorised the issue of the Prospectus. Accordingly, BDO makes no representation

regarding, and takes no responsibility for, any other statements or material in or omissions from

the Prospectus.

Yours faithfully

BDO Corporate Finance (WA) Pty Ltd

Adam Myers

Director

9

APPENDIX 1

DISCOVERY RESOURCES LIMITED

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

This consolidated statement of profit or loss and other comprehensive income shows the

historical financial performance of Company and is to be read in conjunction with the notes to

and forming part of the historical financial information set out in Appendix 4 and the prior year

financial information set out in Appendix 5 and Appendix 6. Past performance is not a guide to

future performance.

Reviewed for the

half year ended

31-Dec-14

$

Revenue 26,280

Employee benefits expense (104,979)

Administration expense (115,638)

Exploration expense (9,252)

Loss before income tax expense (203,589)

Income tax expense -

Loss for the period (203,589)

Other comprehensive income

Items that may be reclassified to profit or loss:

Net gain on translation of foreign operations 9

Total comprehensive loss for the period (203,580)

10

APPENDIX 2


CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION

# The cash and cash equivalents balance above does not account for working capital spent during the period from 1

January 2015 until completion of the Offer. From 1 January 2015 to 31 May 2015, the Company and Casino Canberra

have spent approximately $1.40 million of cash on; working capital of the Company and Casino Canberra and expenses

related to the Acquisition and the Offer. The estimated working capital requirement for the Company and Casino

Canberra combined until completion of the Offer is estimated to be approximately $270,000 per month.

The above consolidated pro-forma consolidated statement of financial position after the Offer is as

per the statement of financial position before the Offer adjusted for any subsequent events and

the transactions relating to the issue of shares pursuant to this Prospectus. The statement of

financial position is to be read in conjunction with the notes to and forming part of the historical

financial information set out in Appendix 4 and the prior year financial information set out in

Appendix 5 and Appendix 6.

Discovery Aquis Canberra Casino Canberra

Reviewed as Reviewed as Audited as Subsequent

at 31-Dec-14 at 31-Dec-14 at 31-Dec-14 events $2 million $3 million $2 million $3 million

Notes $ $ $ $ $ $ $ $

CURRENT ASSETS

Cash and cash equivalents#

2 1,497,629 6,000,001 5,071,461 (3,300,000) 1,785,231 2,784,263 11,054,322 12,053,354

Trade and other receivables 10,690 - 29,968 - - - 40,658 40,658

Prepayments 3 5,108 - - 4,500,000 - - 4,505,108 4,505,108

Inventories - - 137,537 - - - 137,537 137,537

Income tax receivable - - 23,694 - - - 23,694 23,694

Other current assets - - 250,475 - - - 250,475 250,475

TOTAL CURRENT ASSETS 1,513,427 6,000,001 5,513,135 1,200,000 1,785,231 2,784,263 16,011,794 17,010,826

NON CURRENT ASSETS

Exploration and evaluation assets 4 93,964 - - - (93,964) (93,964) - -

Property, plant and equipment - - 3,134,023 - - - 3,134,023 3,134,023

Intangible assets - - 1,970,717 - - - 1,970,717 1,970,717

Deferred tax assets 5 - - 3,045,155 (3,045,155) - - - -

Investment in subsidiary 6 - 3,250,000 - (3,250,000) - - - -

TOTAL NON CURRENT ASSETS 93,964 3,250,000 8,149,895 (6,295,155) (93,964) (93,964) 5,104,740 5,104,740

TOTAL ASSETS 1,607,391 9,250,001 13,663,030 (5,095,155) 1,691,267 2,690,299 21,116,534 22,115,566

CURRENT LIABILITIES

Trade and other payables 10,045 - 1,565,727 - - - 1,575,772 1,575,772

Provisions - - 613,421 - - - 613,421 613,421

Borrowings 7 - - - 700,000 - - 700,000 700,000

TOTAL CURRENT LIABILITIES 10,045 - 2,179,148 700,000 - - 2,889,193 2,889,193

NON CURRENT LIABILITIES

Provisions - - 52,346 - - - 52,346 52,346

Borrowings 8 - 9,250,000 - (9,250,000) - - - -

TOTAL NON CURRENT LIABILITIES - 9,250,000 52,346 (9,250,000) - - 52,346 52,346

TOTAL LIABILITIES 10,045 9,250,000 2,231,494 (8,550,000) - - 2,941,539 2,941,539

NET ASSETS 1,597,346 1 11,431,536 3,454,845 1,691,267 2,690,299 18,174,995 19,174,027

EQUITY

Issued capital 9 2,727,776 1 46,000,000 (30,250,000) 2,701,262 3,700,294 21,179,039 22,178,071

Other contributed equity 10 - - 3,250,000 (3,250,000) - - - -

Reserves 11 141,712 - - - (141,712) (141,712) - -

Accumulated losses 12 (1,272,142) - (37,818,464) 36,954,845 (868,283) (868,283) (3,004,044) (3,004,044)

TOTAL EQUITY 1,597,346 1 11,431,536 3,454,845 1,691,267 2,690,299 18,174,995 19,174,027

Proforma adjustments Proforma after Offer

11

APPENDIX 3


CONSOLIDATED PRO FORMA STATEMENT OF CHANGES IN EQUITY

The above consolidated pro forma statement of changes in equity is to be read in conjunction with

the notes to and forming part of the historical financial information set out in Appendix 4 and the

prior year financial information set out in Appendix 5 and Appendix 6.

Discovery Aquis Canberra Casino Canberra

Reviewed as at Reviewed as at Audited as at Subsequent

31-Dec-14 31-Dec-14 31-Dec-14 events $2 million $3 million $2 million $3 million

Notes $ $ $ $ $ $ $ $

Opening balance (1,068,562) - (43,296,151) - - - (44,364,713) (44,364,713)

Comprehensive income for the period

Profit/(Loss) for the period 12 (203,580) - 5,477,687 36,954,845 (868,283) (868,283) 41,360,669 41,360,669

Total comprehensive income for the period (1,272,142) - (37,818,464) 36,954,845 (868,283) (868,283) (3,004,044) (3,004,044)

Transactions with equity holders in their

capacity as equity holders

Issued capital 9 2,727,776 1 46,000,000 (30,250,000) 2,701,262 3,700,294 21,179,039 22,178,071

Other contributed equity 10 - - 3,250,000 (3,250,000) - - - -

Reserves 11 141,712 - - - (141,712) (141,712) - -

Total transactions with equity holders 2,869,488 1 49,250,000 (33,500,000) 2,559,550 3,558,582 21,179,039 22,178,071

Balance 1,597,346 1 11,431,536 3,454,845 1,691,267 2,690,299 18,174,995 19,174,027

Proforma adjustments Proforma after Offer

12

APPENDIX 4


NOTES TO AND FORMING PART OF THE HISTORICAL FINANCIAL INFORMATION

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in the preparation of the historical financial

information included in this Report have been set out below.

Basis of preparation of historical financial information

The historical financial information has been prepared in accordance with the recognition and

measurement, but not all the disclosure requirements of the Australian equivalents to

International Financial Reporting Standards (‘AIFRS’), other authoritative pronouncements of the

Australian Accounting Standards Board, Australian Accounting Interpretations and the

Corporations Act 2001.

The financial information has also been prepared on a historical cost basis, except for derivatives

and available-for-sale financial assets that have been measured at fair value. The carrying values

of recognised assets and liabilities that are hedged are adjusted to record changes in the fair

value attributable to the risks that are being hedged. Non-current assets and disposal group’s

held-for-sale are measured at the lower of carrying amounts and fair value less costs to sell.

Going Concern

The historical financial information has been prepared on a going concern basis, which

contemplates the continuity of normal business activity and the realisation of assets and the

settlement of liabilities in the normal course of business.

The ability of the Company to continue as a going concern is dependent on the success of the

fundraising under the Prospectus. The Directors believe that the Company will continue as a

going concern. As a result the financial information has been prepared on a going concern basis.

However should the fundraising under the Prospectus be unsuccessful, the entity may not be able

to continue as a going concern. No adjustments have been made relating to the recoverability

and classification of liabilities that might be necessary should the Company not continue as a

going concern.

Reporting Basis and Conventions

The report is also prepared on an accrual basis and is based on historic costs and does not take

into account changing money values or, except where specifically stated, current valuations of

non-current assets.

The following is a summary of the material accounting policies adopted by the company in the

preparation of the financial report. The accounting policies have been consistently applied,

unless otherwise stated.

13

a) Share capital

Ordinary shares are classified as equity.

b) Property, plant and equipment

Buildings and plant and equipment are stated at historical cost less depreciation. Historical cost

includes expenditure that is directly attributable to the acquisition of the items.

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 in profit or loss as incurred.

Gains and losses on disposals are determined by comparing proceeds from disposal with the

carrying amount and are recognised net within other income in profit or loss.

Depreciation is calculated using the straight line method to allocate their cost or revalue

amounts, net of their residual values, over their estimated useful lives, as follows:

- Buildings and Leasehold improvements 40 years

- Plant and equipment 3-20 years

The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each

financial year-end.

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.

c) Intangible assets

Licences acquired are amortised over the life of the Casino Licence.

The premium for the grant of the Casino Licence is amortised on a straight line basis over ninety-

nine years, since November 1992.

Super tax payments in relation to the Development Agreement under which the Casino Canberra

licence was granted form part of the licence fee consideration. These payments are amortised

on a straight line basis over the period of the licence.

d) Inventories

Inventories are stated at the lower of cost and net realisable value.

i. Consumable stores – costs assigned to items of gaming supplies stocks on the basis

of first in first out.

ii. Goods for resale – costs assigned on a weighted average cost basis.

e) Impairment of assets

The carrying amounts of the Company’s assets are reviewed at each financial year-end to

determine whether there is any indication of impairment. If any such indication exists, the

asset’s recoverable amount is estimated.

An impairment loss is recognised whenever the carrying amount of an asset or its cash generating

unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss unless an

asset has previously been revalued, in which case the impairment loss is recognised as a reversal

to the extent of that previous revaluation with any excess recognised through profit or loss.

14

The recoverable amount of other assets is the greater of their net fair value and value in use. In

assessing value in use, the estimated future cash flows are discounted to their present value

using a pre-tax discount rate that reflects current market assessments of the time value of

money and the risks specific to the asset. For an asset that does not generate largely

independent cash inflows, the recoverable amount is determined for the cash-generating unit to

which the asset belongs.

An impairment loss is reversed if there has been a change in the estimates used to determine the

recoverable amount.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not

exceed the carrying amount that would have been determined, net of depreciation or

amortisation, if no impairment loss had been recognised.

f) Employee benefits

Wages and salaries, annual leave and sick leave – liabilities for wages and salaries, including non-

monetary benefits, annual leave and accumulating sick leave expected to be settled within 12

months of the reporting date are recognised in other payables in respect of employees’ services

up to the reporting date and are measured at the amounts expected to be paid when the

liabilities are settled.

Long service leave – the liability for long service leave is recognised in the provision for

employee benefits and measured as the present value of expected future payments to be made

in respect of services provided by employees up to the reporting date using the projected unit

credit method, Consideration is given to expected future wage and salary levels, experience of

employee departures and periods of service, Expected future payments are discounted using

market yields at the reporting date on national government bonds with terms to maturity and

currency that match, as closely as possible, the estimated future cash outflows.

g) Provisions

A provision is recognised if, as a result of a past event, the Company has a present legal or

constructive obligation that can be estimated reliably, and it is probable that an outflow of

economic benefits will be required to settle the obligation. Provisions are determined by

discounting the expected future cash flows at pre-tax rate that reflects current market

assessments of the time value of money and the risk specific to the liability.

h) Provisions

Revenue is measured at the fair value of the consideration received or receivable. Amounts

disclosed as revenue are net of returns and taxes paid. Revenue is recognised for the major

business activities as follows:

i. Gaming – revenue is the win, net of GST, from gaming activities, which is the

difference between gaming wins and losses.

ii. Food and beverage – revenues are recognised when the services have been

provided.

i) Finance income and expenses

Finance income comprises interest income on funds invested. Interest income is recognised as it

accrues in profit or loss. Finance expenses comprise interest expense on borrowings calculated

using the effective interest method.

Foreign currency gains and losses are reported on a net basis.

15

j) Income tax

The income tax expense or revenue for the period is the tax payable on the current period’s

taxable income based on the national income tax rate adjusted by changes in deferred tax assets

and liabilities attributable to temporary differences between the tax bases of assets and

liabilities and their carrying amounts in the financial statements.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates

expected to apply when the assets are recovered or liabilities are settled. The relevant tax rates

are applied to the cumulative amounts of deductible and taxable temporary differences to

measure the deferred tax asset or liability.

Deferred tax assets are recognised for deductible temporary differences only if it is probable

that future taxable amounts will be available to utilise those temporary differences and losses.

Casino Canberra was consolidated for tax purposes under the Tax Consolidation System with

Casinos Austria International Limited as the head entity until the 22nd of December 2014. During

this period current tax expense/income, deferred tax liabilities and deferred tax assets arising

from temporary differences are recognised in the separate financial statements of the members

of the tax-consolidated group using the ‘separate taxpayer within group’ approach by reference

to the carrying amounts in the separate financial statements of each entity. Each company in the

group contributed to the income tax payable in proportion to their contribution to the taxable

profit of the tax consolidated group and to allow the payment by the Head Entity to the tax

authorities.

On the 22nd of December 2014 Casino Canberra left the income tax consolidated group, and

became a stand-alone entity for tax purposes.

k) 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 Australia Tax Office (‘ATO’). In these

circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of

an item of the expense.

Receivables and payables are stated with the amount of GST included. The net amount of GST

recoverable from, or payable to, the ATO is included as a current asset or liability in the balance

sheet.

Cash flows are included in the statement of cash glows on a gross basis. The GST components of

cash flows arising from investing and financing activities which are recoverable from, or payable

to, the ATO are classified as operating cash flows.

l) Financial Instruments

Non-derivative financial instruments

The Company initially recognises trade and other receivables or other payables on the date that

they are originated, all other financial instruments are recognised initially on the trade date at

which the Company becomes a party to the contractual provisions of the instrument,

The Company derecognises a financial instrument when the contractual rights to the cash flows

from the asset or liability expire, or it transfers the rights to receive the contractual cash flows

on the financial asset or liability in a transaction in which substantially all the risks and rewards

of ownership of the financial asset or liability are transferred.

Financial assets and liabilities are offset and the net amount presented in the statement of

financial position when, and only when, the Company has a legal right to offset the amounts and

16

intends either to settle on a net basis or to realise the asset and settle the liability

simultaneously.

The Company has the following non-derivative financial instruments: trade and other

receivables, cash and cash equivalents, trade and payables and non-interest bearing liabilities.

Cash and cash equivalents include as on hand and deposits held at call with financial institutions.

Trade and other receivables are recognised initially at fair value and subsequently measured at

amortised cost, less provision for doubtful debts and are due for settlement 30 days from

invoicing. Collectability of trade receivables is reviewed on an ongoing basis. The company has

no significant concentrations of credit risk. The company has policies in place to ensure that

sales of products and services are made to customers with an appropriate credit history. Debts

which are known to be uncollectible are written off. A provision for doubtful receivables is

established when there is objective evidence that the company will not be able to collect all

amounts due according to the original terms of receivables. The amount of the provision is

recognised kin the income statement.

Trade and other payables represent liabilities for goods and services provided to the company

prior to the end of the year which are unpaid. The amounts are unsecured and are usually paid

within 30 days of recognition. Trade and other payables are stated at cost.

m) Determination of fair values

A number of the Company’s accounting policies and disclosures require the determination of fair

value, for both financial and non-financial assets and liabilities. Fair values have been

determined for measurement and/or disclosure purposes based on the following methods. When

applicable further information about the assumptions made in determining fair values is

disclosed in the notes specific to that asset or liability.

Property, plant and equipment

The fair value of property, plant and equipment is based on market values. The market values of

property is the estimated amount for which a property could be exchanged on the date of

valuation between a willing buyer and a willing seller in an arm’s length transaction after proper

marketing wherein the parties had each acted knowledgeably, and willingly. The market value of

items of plant, equipment and fixtures and fittings is based on the market approach and cost

approaches using quoted market prices for similar items when available and replacement when

appropriate.

Current receivables

Due to the short-term nature of the Company’s current receivables, their carrying value is

assumed to approximate their fair value.

Current payables

Due to the short-term nature of the Company’s current payables, their carrying value is assumed

to approximate their fair value.

n) Accounting estimates and judgements

In the process of applying the accounting policies, management has made certain judgements or

estimations which have an effect on the amounts recognised in the financial information.

The carrying amounts of certain assets and liabilities are often determined based on estimates

and assumptions of future events. The key estimates and assumptions that have a significant risk

17

causing a material adjustment to the carrying amounts of certain assets and liabilities within the

next annual reporting period are:

Valuation of share based payment transactions

The valuation of share-based payment transactions is measured by reference to the fair value of

the equity instruments at the date at which they are granted. The fair value is determined using

the Black Scholes model taking into account the terms and conditions upon which the

instruments were granted.

Taxation

The Company is subject to income taxes in Australia. Significant judgement is required when

determining the Company’s provision for income taxes. The Company estimates its tax liabilities

based on the Company’s understanding of the tax law.

# The cash and cash equivalents balance above does not account for working capital spent during the period from 1

January 2015 until completion of the Offer. From 1 January 2015 to 31 May 2015, the Company and Casino Canberra

have spent approximately $1.40 million of cash on; working capital of the Company and Casino Canberra and expenses

related to the Acquisition and the Offer. The estimated working capital requirement for the Company and Casino

Canberra combined until completion of the Offer is estimated to be approximately $270,000 per month.

DISCOVERY POST ACQUISITION AND OFFER Reviewed

31-Dec-14 $2 million $3 million

NOTE 2. CASH AND CASH EQUIVALENTS $ $ $

Cash and cash equivalents# 1,497,629 11,054,322 12,053,354

Reviewed balance of Discovery at 31 December 2014 1,497,629 1,497,629

Reviewed balance of Aquis Canberra at 31 December 2014 6,000,001 6,000,001

Audited balance of Casino Canberra at 31 December 2014 5,071,461 5,071,461

Subsequent events:

Cash payment by Aquis Canberra in consideration for acquisition of Casino Canberra (6,000,000) (6,000,000)

Additional funds drawn down under Aquis Loan 4,500,000 4,500,000

Funds drawn down under Newberth Loan 2,000,000 2,000,000

Prepayment of licence fees for Casino Canberra (4,500,000) (4,500,000)

Additional non-convertible loan provided by Newberth 700,000 700,000

(3,300,000) (3,300,000)

Pro-forma adjustments:

Proceeds from shares issued under the Offer 2,000,000 3,000,000

Capital raising costs (214,769) (215,737)

1,785,231 2,784,263

Pro-forma Balance 11,054,322 12,053,354

Proforma after Offer

18

DISCOVERY POST ACQUISITION AND OFFER Reviewed Pro forma

31-Dec-14 after Offer

NOTE 3. PREPAYMENTS $ $

Prepayments 5,108 4,505,108

Reviewed balance of Discovery at 31 December 2014 5,108

Reviewed balance of Aquis Canberra at 31 December 2014 -

Audited balance of Casino Canberra at 31 December 2014 -

Subsequent events:

Prepayment of licence fees for Casino Canberra 4,500,000

4,500,000

Pro-forma Balance 4,505,108



NOTE 4. EXPLORATION AND EVALUATION ASSETS $ $

Exploration and evaluation assets 93,964 -





Disposal of Namibian mining tenements (93,964)

(93,964)

Pro-forma Balance -



NOTE 5. DEFERRED TAX ASSETS $ $

Deferred tax assets - -

Reviewed balance of Discovery at 31 December 2014 -


Audited balance of Casino Canberra at 31 December 2014 3,045,155

Subsequent events:

Write down of deferred tax assets (3,045,155)

(3,045,155)

Pro-forma Balance -

19



NOTE 6. INVESTMENTS IN SUBSIDIARY $ $

Investments in subsidiary - -


Reviewed balance of Aquis Canberra at 31 December 2014 3,250,000


Subsequent events:

Elimination of investment in Casino Canberra by Aquis Canberra upon consolidation (3,250,000)

(3,250,000)

Pro-forma Balance -



NOTE 7. CURRENT BORROWINGS $ $

Current borrowings - 700,000




Subsequent events:

Additional non-convertible loan provided by Newberth 700,000

700,000

Pro-forma Balance 700,000



NOTE 8. NON CURRENT BORROWINGS $ $

Non-current borrowings - -


Reviewed balance of Aquis Canberra at 31 December 2014 9,250,000


Subsequent events:

Additional funds drawn down under Aquis Loan 4,500,000

Funds drawn down under Newberth Loan 2,000,000

Transfer of Aquis Loan and Newberth Loan from debt to equity (15,750,000)

(9,250,000)

Pro-forma Balance -

20

DISCOVERY POST ACQUISITION AND OFFER

$2 million $3 million

NOTE 9. ISSUED CAPITAL $ $

Issued capital 21,179,039 22,178,071

Number of

shares (Min)

Number of

shares (Max) $ $

Fully paid ordinary share capital of Discovery as at 31 December 2014 25,719,176 25,719,176 2,727,776 2,727,776

Fully paid ordinary share capital of Aquis Canberra as at 31 December 2014 1 1 1 1

Fully paid ordinary share capital of Casino Canberra as at 31 December 2014 46,000,000 46,000,000 46,000,000 46,000,000

Subsequent events:

Elimination of Casino Canberra's issued capital upon consolidation (46,000,000) (46,000,000) (46,000,000) (46,000,000)

Transfer of Aquis Loan and Newberth Loan from debt to equity - - 15,750,000 15,750,000

(46,000,000) (46,000,000) (30,250,000) (30,250,000)


Proceeds from shares issued under the Offer 10,000,000 15,000,000 2,000,000 3,000,000

Capital raising costs - - (214,769) (215,737)

Issue of ordinary shares for the Acquisition of Casino Canberra 163,546,925 163,546,925 3,343,807 3,343,807

Issue of ordinary shares to retiring Directors and Josh Puckridge 1,500,000 1,500,000 300,000 300,000

Elimination of Discovery's issued capital on Acquisition (Note 13) - - (2,727,776) (2,727,776)

175,046,925 180,046,925 2,701,262 3,700,294

Pro-forma Balance 200,766,102 205,766,102 21,179,039 22,178,071

2,727,776

Proforma after OfferReviewed

31-Dec-14

$



NOTE 10. OTHER CONTRIBUTED EQUITY $ $

Other contributed equity - -



Audited balance of Casino Canberra at 31 December 2014 3,250,000

Subsequent events:

Elimination of investment in Casino Canberra by Aquis Canberra upon consolidation (3,250,000)

(3,250,000)

Pro-forma Balance -

21

NOTE 13: ACQUISITION ACCOUNTING

Provisional accounting for the Acquisition

A summary of the details with respect to the Acquisition as included in our Report is set out

below. These details have been determined for the purpose of the pro-forma adjustments as at

31 December 2014, and will require re-determination based on the identifiable assets and

liabilities as at the successful acquisition date, which may result in changes to the value as

disclosed below.

Under the acquisition, Discovery acquires all the shares in Aquis Canberra by issuing a total of

163,546,925 ordinary shares in Discovery to Aquis Canberra shareholders, giving Aquis Canberra

shareholders a controlling interest in Discovery and equating to a controlling interest in the



NOTE 11. RESERVES $ $

Accumulated losses - -





Elimination of Discovery's reserves on Acquisition (Note 13) (141,712)

(141,712)

Pro-forma Balance -



NOTE 12. ACCUMULATED LOSSES $ $

Accumulated losses (1,272,142) (3,004,044)

Reviewed balance of Discovery at 31 December 2014 (1,272,142)


Audited balance of Casino Canberra at 31 December 2014 (37,818,464)

Subsequent events:

Elimination of Casino Canberra's accumulated losses upon consolidation 37,818,464

Profit on acquisition of Casino Canberra 2,181,536

Write down of deferred tax assets (3,045,155)

36,954,845


Disposal of Namibian mining tenements (93,964)

Elimination of Discovery's accumulated losses on Acquisition (Note 13) 1,272,142

Amount recognised as ASX listing expense on Acquisition (1,746,461)

Shares issued to retiring Directors and Josh Puckridge (300,000)

(868,283)

Pro-forma Balance (3,004,044)

22

combined entity following the Acquisition. Aquis Canberra has thus been deemed the acquirer

for accounting purposes as it will own approximately 86.41% (163,546,925 / 189,266,101) of the

consolidated entity (prior to the shares issued in relation to the Offer). The acquisition of Aquis

Canberra by Discovery is not deemed to be a business combination, as Discovery is not

considered to be a business under AASB 3 Business Combinations.

As such the consolidation of these two companies is on the basis of the continuation of Aquis

Canberra with no fair value adjustments, whereby Aquis Canberra is deemed to be the

accounting parent. Therefore the most appropriate treatment for the transaction is to account

for it under AASB 2 Share Based Payments, whereby Aquis Canberra is deemed to have issued

shares to Discovery shareholders in exchange for the net assets held by Discovery.

In this instance, the value of the Discovery shares provided has been determined as the notional

number of equity instruments that the shareholders of Aquis Canberra would have had to issue to

Discovery to give the owners of Discovery the same percentage ownership in the combined

entity. We have deemed this to be $3,343,807.

The pre-acquisition equity balances of Discovery are eliminated against this increase in Share

Capital upon consolidation and the balance is deemed to be the amount paid for the ASX listing

status of Discovery, being $1,746,461.

The net assets acquired, and the amount recognised as an ASX listing expense, are as follows:

NOTE 14: RELATED PARTY DISCLOSURES

Transactions with Related Parties and Directors Interests are disclosed in the Prospectus.

NOTE 15: COMMITMENTS AND CONTINGENCIES

At the date of the report no material commitments or contingent liabilities exist that we are

aware of, other than those disclosed in the Prospectus.

NOTE 13. ACQUISITION

Net assets acquired:

Cash and cash equivalents 1,497,629

Trade and other receivables 10,690

Prepayments 5,108

Exploration and evaluation assets 93,964

Trade and other payables (10,045)

Net assets of Discovery as at 31 December 2014 1,597,346

Fair value of Discovery consideration shares 3,343,807

Total net assets acquired 1,597,346

Amount recognised as ASX listing expense upon Acquisition 1,746,461

Acquiree's carrying

amount before

Acquisition ($)

23

APPENDIX 5


CONSOLIDATED HISTORICAL FINANCIAL INFORMATION

Audited as at Audited as at

30-Jun-14 30-Jun-13

$ $

CURRENT ASSETS

Cash and cash equivalents 1,711,203 2,045,851

Trade and other receivables 6,960 9,371

Prepayments 3,719 3,719

TOTAL CURRENT ASSETS 1,721,882 2,058,941

NON CURRENT ASSETS

Exploration and evaluation expenses 93,964 93,964

TOTAL NON CURRENT ASSETS 93,964 93,964

TOTAL ASSETS 1,815,846 2,152,905

CURRENT LIABILITIES

Trade and other payables 14,920 17,688

TOTAL CURRENT LIABILITIES 14,920 17,688

TOTAL LIABILITIES 14,920 17,688

NET ASSETS 1,800,926 2,135,217

EQUITY

Issued capital 2,727,776 2,727,776

Reserves 141,703 77,926

Accumulated losses (1,068,553) (670,485)

TOTAL EQUITY 1,800,926 2,135,217

Historical Consolidated Statement of Financial Position

Audited for the Audited for the

year ended year ended

30-Jun-14 30-Jun-13

$ $

Revenue 60,450 74,791

Employee and consultants expense (220,004) (177,000)

Exploration expense (36,140) (46,821)

Corporate finance and administrative expense (202,374) (139,395)

Loss before income tax expense (398,068) (288,425)

Income tax expense - -

Loss for the year (398,068) (288,425)

Other comprehensive income

Items that may be reclassified to profit or loss:

Net gain on translation of foreign operations 6,064 4,898

Total comprehensive loss for the year, net of tax (392,004) (283,527)

Historical Consolidated Statement of Profit or Loss and

Other Comprehensive Income

24

APPENDIX 6

CASINO CANBERRA LIMITED

HISTORICAL FINANCIAL INFORMATION

Audited as at Audited as at

Historical Statement of Financ ial Position 31-Dec-13 31-Dec-12

$ $

CURRENT ASSETS

Cash and cash equivalents 2,093,017 3,114,359

Trade and other receivables 123,117 20,432

Inventories 202,438 210,384

Other current assets 333,598 219,620

TOTAL CURRENT ASSETS 2,752,170 3,564,795

NON CURRENT ASSETS

Property, plant and equipment 3,498,458 3,894,354

Intangible assets 1,996,352 3,552,983

Deferred tax assets 3,042,954 3,124,569

TOTAL NON CURRENT ASSETS 8,537,764 10,571,906

TOTAL ASSETS 11,289,934 14,136,701

CURRENT LIABILITIES

Trade and other payables 2,622,447 3,111,719

Provisions 563,145 455,584

TOTAL CURRENT LIABILITIES 3,185,592 3,567,303

NON CURRENT LIABILITIES

Provisions 45,943 91,864

Non-interest bearing liabilities 5,354,550 5,662,967

TOTAL NON CURRENT LIABILITIES 5,400,493 5,754,831

TOTAL LIABILITIES 8,586,085 9,322,134

NET ASSETS 2,703,849 4,814,567

EQUITY

Issued capital 46,000,000 46,000,000

Accumulated losses (43,296,151) (41,185,433)

TOTAL EQUITY 2,703,849 4,814,567

25

APPENDIX 6 (CONTINUED)

CASINO CANBERRA LIMITED

HISTORICAL FINANCIAL INFORMATION

Audited for the Audited for the Audited for the

Historical Statement of Profit or Loss and Other year ended year ended year ended

Comprehensive Income 31-Dec-14 31-Dec-13 31-Dec-12

$ $ $

Revenue and other income

Revenue 15,927,650 17,762,070 17,792,483

Debt forgiveness from CAIL 6,700,000 - -

Other income 17,613 30,365 38,595

Total revenue and other income 22,645,263 17,792,435 17,831,078

Expenses

Employee benefits expense (11,585,922) (12,664,294) (12,513,455)

Casino tax (1,731,370) (1,931,449) (1,919,036)

Amortisation (25,635) (45,046) (115,207)

Impairment - (1,511,585) (5,540,110)

Depreciation (426,687) (478,493) (450,581)

Repairs and maintenance (241,322) (163,581) (138,993)

Utilities (339,301) (368,055) (371,278)

General insurance (69,843) (68,521) (69,996)

Licence fees (876,724) (854,061) (839,757)

Printing and stationary (26,478) (33,764) (40,040)

Other operating expenses (1,860,991) (2,011,106) (2,067,908)

Profit/(loss) before income tax expense 5,460,990 (2,337,520) (6,235,283)

Income tax benefit 16,697 226,802 614,662

Profit/(loss) after income tax expense 5,477,687 (2,110,718) (5,620,621)


3230-06/1325644_1 76

10. CORPORATE GOVERNANCE

10.1 ASX Corporate Governance Council Principles and Recommendations

The Company plans to adopt comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Incoming Directors are committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs.

To the extent applicable, commensurate with the Company’s size and nature, the Company will adopt The Corporate Governance Principles and

Recommendations (3rd Edition) as published by ASX Corporate Governance Council (Recommendations).

The Incoming Directors will seek, where appropriate, to provide accountability levels that meet or exceed the Recommendations, which are not prescriptions, but guidelines. The Company’s main corporate governance policies and practices that will be adopted from completion of the Offer are outlined below and further details can be obtained from the Company website at http://www.discoveryresources.com.au .

10.2 Board of Directors

The Board is responsible for corporate governance of the Company. The Incoming Directors will develop strategies for the Company, review strategic objectives and monitor performance against those objectives. The goals of the corporate governance processes are to:

(a) maintain and increase Shareholder value;

(b) ensure a prudential and ethical basis for the Company’s conduct and activities; and

(c) ensure compliance with the Company’s legal and regulatory objectives.

Consistent with these goals, the Incoming Directors will assume the following responsibilities:

(a) developing initiatives for profit and asset growth;

(b) reviewing the corporate, commercial and financial performance of the Company on a regular basis;

(c) acting on behalf of, and being accountable to, the Shareholders; and

(d) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully-informed basis.

In light of the Company’s size and nature, the Incoming Directors consider that the proposed composition of the Board is a cost effective and practical method


3230-06/1325644_1 77

of directing and managing the Company. If the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

10.3 Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting. However, subject thereto, the Company is committed to the following principles:

(a) the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and

(b) the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.

Following Settlement, the Board will consist of 6 members. The Company will adopt a Nominations Committee Charter and will appoint a Nominations and Remuneration Committee.

Where a casual vacancy arises during the year, the Incoming Directors will have procedures to select the most suitable candidate with the appropriate experience and expertise to ensure a balanced and effective Board. Any Director appointed during the year to fill a casual vacancy or as an addition to the Board, holds office until the next general meeting and is then eligible for re-election by the Shareholders.

Each Incoming Director has confirmed to the Company that he or she anticipates being available to perform his or her duties as a non-executive director or executive director without constraint from other commitments.

The Incoming Directors consider an independent Director to be a non-executive director who is free of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, his or her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its security holders generally. The Incoming Directors will consider the materiality of any given relationship on a case-by-case basis and reviews the independence of each Director in light of interests disclosed to the Board from time to time.

The Board Charter proposed to be adopted by the Incoming Directors sets out guidelines of materiality for the purpose of determining independence of Directors in accordance with the Recommendations and has adopted a definition of independence that is based on that set out in the Recommendations.

The Incoming Directors will consider whether there are any factors or considerations which may mean that a Director’s interest, position, association or relationship might influence, or reasonably be perceived to influence, the capacity of the Director to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its Shareholders generally.


3230-06/1325644_1 78

10.4 Board Charter

The proposed Board Charter to be adopted by the Board sets out the responsibilities of the Board in greater detail. It provides that the Board should comprise Directors with the appropriate mix of skills, experience, expertise and diversity which are relevant to the Company’s businesses and the Board’s responsibilities. The Board Charter allows the Board to delegate powers and responsibilities to committees established by the Board. The Board retains ultimate accountability to Shareholders in discharging its duties.

10.5 Identification and management of risk

The Incoming Directors intend to establish a risk management committee which is responsible for overseeing the risk management function. It is proposed that the risk management committee will be responsible for ensuring the risks and opportunities are identified on a timely basis.

The Board will be responsible for overseeing the establishment of and approving risk management strategies, policies, procedures and systems of the Company. The Company’s management is responsible for establishing the Company’s risk management framework. The Company will regularly undertake reviews of its risk management procedures to ensure that it complies with its legal obligations, including assisting the Chief Executive Officer or Chief Financial Officer to provide required declarations.

10.6 Ethical standards

The Incoming Directors are committed to the establishment and maintenance of appropriate ethical standards. Accordingly, the Incoming Directors intend to adopt a Code of Conduct which sets out the way the Company conducts business. The Company will carry on business honestly and fairly, acting only in ways that reflect well on the Company and in compliance with all laws and regulations.

The Incoming Directors also propose to adopt a policy document which will outline employees’ obligations of compliance with the Code of Conduct, and explains how the code interacts with the Company’s other corporate governance policies.

It is proposed that responsibilities incorporated in the Code of Conduct will include protection of the Company’s business, using the Company’s resources in an appropriate manner, protecting confidential information and avoiding conflicts of interest.

10.7 Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

10.8 Remuneration arrangements

The total maximum remuneration of Non-Executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and


3230-06/1325644_1 79

the ASX Listing Rules, as applicable. The determination of Non-Executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each Non-Executive Director. The current amount (as determined in September 2011) has been set at an amount not to exceed $150,000 per annum. The Company intends to increase this limit to accommodate the additional non-executive directors to be appointed to the Board.

Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The Incoming Directors intend to review and approve the remuneration policy to enable the Company to attract and retain Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors’ time, commitment and responsibility.

The proposed role of the Remuneration and Nomination Committee is to review and make recommendations to the Board on remuneration arrangements and policies related to the Directors, Chief Executive Officer and other members of senior management and to ensure that the remuneration policies and practices are consistent with the Company’s strategic goals and human resources objectives. In addition, it is proposed that the Committee will be responsible for reviewing and making recommendations in relation to the composition and performance of the Board and its committees and ensuring that adequate succession plans are in place (including for the recruitment and appointment of Directors and senior management). Independent advice may be sought by the Remuneration and Nomination Committee where appropriate.

The Remuneration and Nomination Committee will meet as often as is required by its Charter or other policy approved by the Board to govern the operation of the Remuneration and Nomination Committee. Following each meeting, the Remuneration and Nomination Committee will report to the Board on any matter that should be brought to the Board’s attention and on any recommendation that requires Board approval.

10.9 Trading policy

The Incoming Directors intend to adopt a Securities Trading Policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the Managing Director). The Securities Trading Policy is intended to explain the types of conduct in relation to dealings in Shares that are prohibited under the Corporations Act and to establish procedures in relation to such persons’ dealing in the Shares.

Under the terms of the policy, buying or selling Shares will not be permitted at any time by any person who possesses inside information in a manner contrary to the Corporations Act or where short-term or speculative trading is involved. The policy also generally provides that written notification to the Chairman (or in the case of the Chairman, the Managing Director) must be satisfied prior to trading.


3230-06/1325644_1 80

10.10 External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

10.11 Audit committee

The Company will have an Audit and Risk Management Committee which fulfils the Company’s corporate governance and monitoring responsibilities in relation to the Company’s risks associated with the integrity of the financial reporting, internal control systems and the independence of the external audit function.

The Committee will be responsible for approving the services that the Company’s external auditor may provide. The external auditor:

(a) must be independent of the Company and the Directors and senior executives. To ensure this, the Company requires a formal report from its external auditor on an annual basis setting out the relationships that may affect its independence; and

(b) may not provide services to the Company that may impair, or appear to impair, the external auditor’s judgement or independence in respect of the Company.

10.12 Diversity Policy

The Incoming Directors intend to adopt a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives.

10.13 Departures from Recommendations

Following re-admission to the Official List of ASX, the Company will be required to report any departures from the Recommendations in its annual financial report. The Company’s compliance and departures from the Recommendations as at the date of this Prospectus are set out below.


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RECOMMENDATIONS (3RD EDITION) COMPLY EXPLANATION

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1

A listed entity should have and disclose a charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the Board and those delegated to management.

Yes

The Company has a Board Charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the Board and those delegated to management. A copy of the Charter can be viewed on the Company’s website.

Recommendation 1.2

A listed entity should:

(a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director; and

(b) provide security holders with all material information relevant to a decision on whether or not to elect or re-elect a Director.

Yes

The Company:

• undertakes appropriate checks including character references, criminal history and insolvency checks before appointing or putting forward to security holders a candidate for election, as a Director; and

• ensures that security holders are provided with all material information relevant to a decision on whether or not to elect or re-elect a Director. The information is included in this Prospectus and will be contained in the Company’s Annual Reports, Notices of Meeting and website.

Recommendation 1.3

A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.

Yes

The Company either has or at the time of readmission to the official list following completion of the Offer will have written agreements with each Director and senior executive setting out the terms of their appointment.

Recommendation 1.4

The company secretary of a listed entity should be

Yes

The Board Charter establishes that the Company Secretary is


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accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

accountable directly to the Board through the Chair on all matters to do with the proper functioning of the Board.

Recommendation 1.5


(a) have a diversity policy which includes requirements for the Board or a relevant committee of the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

(b) disclose that policy or a summary or it; and

(c) disclose as at the end of each reporting period:

(i) the measurable objectives for achieving gender diversity set by the Board in accordance with the entity’s diversity policy and its progress towards achieving them; and

(ii) either:

(i) the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or

(ii) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act.

Yes - Partly

Yes

Yes

Aquis Entertainment acknowledges the positive outcomes that can be achieved through a diverse workforce and recognises and utilises the diverse skills and talent from its directors, officers and employees. To this end the Company has developed a diversity policy which can be viewed on the Company’s website.

The Remuneration & Nomination Committee will be responsible for reviewing and making recommendations to the Board on the effectiveness of the Diversity Policy. If the Committee considers necessary, it will advise the Board on the establishment of measurable objectives set to achieve gender diversity to enable the Board to annually assess and report the Company’s progress in achievement of its objectives. If developed, the measureable objectives will be included in either the Annual Corporate Governance Statement or the Company’s Annual Report. Further the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation will be disclosed on an annual basis.


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Recommendation 1.6


(a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and

(b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Yes

yes

The Board Charter establishes the requirement and process to conduct an annual evaluation of the performance of the Board, its committees and individual Directors. The Remuneration & Nomination Committee will be responsible for the conduct of the evaluation.

It is the Board’s intention to report whether a performance evaluation was undertaken in each reporting period in accordance with that process.

Recommendation 1.7


(a) have and disclose a process for periodically evaluating the performance of its senior executives; and

(b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Yes

yes

The Board is responsible for reviewing the performance of senior management against strategies established by the Board.

The Board will disclose annually whether a performance evaluation was undertaken in the reporting period in accordance with the process outlined above.

Principle 2: Structure the Board to add value

Recommendation 2.1

The Board of a listed entity should:

(a) have a nomination committee which:

(i) has at least three members, a majority of whom are independent Directors; and

(ii) is chaired by an independent Director,

Yes

The Remuneration and Nomination Committee has three members the majority of whom are independent Directors. The Committee is chaired by an independent Director.

The names of the Committee Members are as follows:

• Alex Chow (Chair)


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and disclose:

(iii) the charter of the committee;

(iv) the members of the committee; and

(v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.

• Russell Shields • Raymond Or

A copy of the Committee Charter may be viewed on the Company website.

The qualifications and experience of the members of the Committee are set out on the Company’s website, Annual Reports and this prospectus. The number of times the committee met throughout a period and the individual attendances of the members at those meetings will be disclosed annually in the Annual Report.

Recommendation 2.2

A listed entity should have and disclose a Board skill matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership.

Yes

The Remuneration and Nomination Committee will be tasked with developing a Board Skills Matrix to assist in identifying the experience, skills, expertise and diversity required for the Board to discharge its mandate to maintain the necessary mix of expertise.

Recommendation 2.3

A listed entity should disclose:

(a) the names of the Directors considered by the Board to be independent Directors;

Yes

The names of the Directors considered to be independent are as follows:

• Mr Alex Chow

• Mr Russell Shields

The names of the Directors who are not considered independent


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(b) if a Director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (3rd Edition), but the Board is of the opinion that it does not compromise the independence of the Director, the nature of the interest, position, association or relationship in question and an explanation of why the Board is of that opinion; and

(c) the length of service of each Director

Yes

Yes

are:

• Mr Tony Fung

• Mr Justin Fung

• Mr Geoff Andres

• Mr Raymond Or

All Directors will be appointed at the EGM on 10 July 2015

Recommendation 2.4

A majority of the Board of a listed entity should be independent Directors.

No

At the time of readmission to the official list following completion of the Offer, the Board will comprise 6 members, 2 of whom are independent and 4 of whom are non independent Directors.

The Company considers this to be an appropriate balance given its proposed majority shareholder and the importance to the company at this time to have 2 Executive Directors, who are not considered independent.

Recommendation 2.5

The Chair of the Board of a listed entity should be an independent Director and, in particular, should not be the same person as the CEO of the entity.

No

The Chair of the Board will be Mr Tony Fung who is also the owner of the majority shareholder and therefore is not independent. Mr Fung is a highly experienced Director and Chairman. The Company considers that, reflective of the majority shareholding, the Board will function more effectively with Mr Fung as Chairman.

Recommendation 2.6

A listed entity should have a program for inducting new

Yes

The Company has an induction program for new Directors and


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Directors and providing appropriate professional development opportunities for continuing Directors to develop and maintain the skills and knowledge needed to perform their role as a Director effectively.

encourages ongoing professional development of directors and senior management

Principle 3: Act ethically and responsibly

Recommendation 3.1


(a) have a code of conduct for its Directors, senior executives and employees; and

(b) disclose that code or a summary of it.

Yes

The Company has a Code of Conduct for its Directors, senior executives and employees. A copy of the Code of Conduct may be viewed on the Company’s website.

Principle 4: Safeguard integrity in financial reporting

Recommendation 4.1


(a) have an audit committee which:

(i) has at least three members, all of whom are non-executive Directors and a majority of whom are independent Directors; and

(ii) is chaired by an independent Director, who is not the Chair of the Board,

and disclose:


(iv) the relevant qualifications and experience of the members of the committee; and

(v) in relation to each reporting period, the number

Yes

The Audit and Risk Management Committee has three members the majority of whom are independent Directors. The Committee is chaired by an independent Director.


• Russell Shields (Chair) • Geoffry Andres • Alex Chow

A copy of the Committee Charter may be viewed on the Company website. The qualifications and experience of the members of the Committee are set out on the Company’s website, Annual Reports and this prospectus. The number of


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of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

times the committee met throughout a period and the individual attendances of the members at those meetings will be disclosed annually in the Annual Report.

Recommendation 4.2

The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Yes

The Audit and Risk Management Charter requires the CEO and CFO to provide to the Board prior to the Company’s financial statements being approved, a declaration that the financial records have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Recommendation 4.3

A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

Yes

The Shareholder Communications Policy of the Company states that the external auditor will attend the AGM and is available to answer questions from security holders relevant to the audit.

Principle 5: Make timely and balanced disclosure


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Recommendation 5.1


(a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and

(b) disclose that policy or a summary of it.

Yes

The Company has a Disclosure Policy which sets out the process by which the Company complies with its continuous disclosure obligations under the Listing Rules.

A copy of the Policy may be viewed on the Company’s website.

Principle 6: Respect the rights of security holders

Recommendation 6.1

A listed entity should provide information about itself and its governance to investors via its website.

Yes

The Company’s Corporate Governance Statement, Charters and Corporate Governance Policies are included on its website.

Recommendation 6.2

A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.

Yes

The Company has a Shareholder Communication policy which is aimed at to facilitating effective two-way communication with investors. A copy of the Policy can be viewed on the Company’s website.

Recommendation 6.3

A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.

Yes

The Shareholder Communications Policy sets out the Company’s policies and processes it has in place to facilitate and encourage participation at meetings of security holders.

Recommendation 6.4

A listed entity should give security holders the option to receive communications from, and send communications

Yes

The Shareholder Communications Policy establishes the Company’s commitment to receive communications from, and


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to, the entity and its security registry electronically.

send communications to, the entity and its security registry electronically.

Principle 7: Recognise and manage risk

Recommendation 7.1


(a) have a committee or committees to oversee risk, each of which:



and disclose:




(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.

The Audit and Risk Management Committee has three members the majority of whom are independent Directors. The Committee is chaired by an independent Director. A copy of the Committee Charter may be viewed on the Company website.


• Russell Shields (Chair) • Geoffry Andres • Alex Chow


Recommendation 7.2

The Board or a committee of the Board should:

(a) review the entity’s risk management framework with

Yes

The Audit and Risk Management Committee Charter tasks the Committee with the responsibility for reviewing and monitoring


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management at least annually to satisfy itself that it continues to be sound; and

(b) disclose in relation to each reporting period, whether such a review has taken place.

the Company’s risk management framework to provide assurance that major business risks are identified, consistently assessed and appropriately addressed. The Charter requires the Committee to undertake a review of the Company’s risk management framework with management (at least once annually) to satisfy itself that Aquis Entertainment’s risk management framework continues to be sound, to determine whether there have been any changes in the material business risks the entity faces and to ensure that they remain with the risk appetite set by the Board.

The Charter requires the Committee to ensure that the Board discloses whether such a review has taken place in the Company annual report.

Recommendation 7.3

A listed entity should disclose:

(a) if it has an internal audit function, how the function is structured and what role it performs; or

(b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

No

The Company does not, at this stage, have an Internal Audit function. The Board is of the view that he Company’s’ size and scale does not currently support an independent internal audit function. The Board from time to time may utilise external parties to undertake internal audit control reviews.

The Audit and Risk Management Committee Charter sets out the processes the Committee employs to oversee the Company’s risk management framework. The Company’s proposed operational subsidiary, Casino Canberra Limited, also maintains a robust risk management framework related to all operational matters as required under the relevant casino legislation. This includes the maintenance of a risk register identifying relevant operational risks and recording proposed solutions and risk management procedures where appropriate.

Recommendation 7.4


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A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

Yes The Company’s exposure to economic, environmental and social sustainability risks and the way it manages or intends to manage mitigate those risks is set out in this prospectus.

Principle 8: Remunerate fairly and responsibly

Recommendation 8.1


(a) have a remuneration committee which:



and disclose:




(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

Yes

The Remuneration and Nomination Committee has three members the majority of whom are independent Directors. The Committee is chaired by an independent Director.


• Alex Chow(Chair) • Russell Shields • Raymond Or

A copy of the Committee Charter may be viewed on the Company website.


Recommendation 8.2

A listed entity should separately disclose its policies and

Yes

The Remuneration and Nomination Committee is tasked with


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practices regarding the remuneration of non-executive Directors and the remuneration of executive Directors and other senior executives and ensure that the different roles and responsibilities of non-executive Directors compared to executive Directors and other senior executives are reflected in the level and composition of their remuneration.

developing policies and practices regarding the remuneration of non-executive Directors and the remuneration of executive Directors and other senior executives and ensure that the different roles and responsibilities of non-executive Directors compared to executive Directors and other senior executives are reflected in the level and composition of their remuneration.

These policies and practices will be disclosed in the Company’s Annual Report.

Recommendation 8.3

A listed entity which has an equity-based remuneration scheme should:

(a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

(b) disclose that policy or a summary of it.

Yes

At the time of readmission to the official list following completion of the Offer the Company does not have an equity–based remuneration scheme.

The Company’s Securities Trading Policy prohibits participants in any such scheme (should one be implemented) from entering into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme.

A copy of the Securities Trading Policy can be viewed on the Company’s website.


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11. MATERIAL CONTRACTS

11.1 Share Purchase Agreement

The SPA was executed on 16 April 2015. Subsequently, the parties agreed certain amendments as announced on 10 June 2015. The material terms of the SPA (as amended) are as follows:

(a) (Conditions Precedent): Settlement of the Acquisition is subject to the satisfaction (or waiver) of the following remaining conditions precedent, on or before 31 July 2015:

(i) (Material Adverse Change): no material adverse change occurring in relation to the Company or Aquis Canberra Holdings (including any related body corporate of Aquis Canberra Holdings) other than those incurred in connection with the Acquisition;

(ii) (Casino Licensing Approvals): the following license approvals being obtained:

(A) approval required from the Minister for Racing and Gaming for the ACT (or his or her delegate) to allow for the change of control of the Casino Licence which will occur as a result of the Transaction and of each influential person connected with the Company in relation to the Casino Licence;

(B) approvals of the Commissioner of Fair Trading ACT and any other Government Agency which may be required under the Liquor Act 2010 (ACT) which may be required to allow the change of ownership which will occur as a result of the Acquisition; and

(C) any other approval, consent, authorisation, registration, filing, lodgement, permit, franchise, agreement, notarisation, certificate, permission, licence, direction, declaration, authority, waiver, modification or exemption which is required under the Casino Control Act 2006 (ACT) in connection with the Acquisition;

(iii) (No Regulatory Action): no regulatory action is taken prior to the date that all of the conditions are satisfied (or waived) that would have a material adverse effect on the Acquisition;

(iv) (Subscription Agreement): the Company entering into the Subscription Agreement (refer to Section 11.8 for a summary of the Subscription Agreement);

(v) (ASX Approval): ASX granting the Company conditional approval for its Shares to be reinstated to trading on the ASX following Settlement of the Acquisition;

(vi) (Shareholder Approvals): the Company obtaining all necessary shareholder approvals pursuant to the ASX Listing Rules,


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Corporations Act or any other law to allow the Company to lawfully proceed with the Acquisition, being the Essential Resolutions (such Resolutions having been passed on 10 July 2015);

(vii) (Company Warranties): there is no material breach of the Company’s warranties prior to the date that all of the Conditions are satisfied (or waived) and the Directors certifying that the Company’s warranties are true and accurate at the date of the SPA and at Settlement;

(viii) (Conduct of the Company): there is no material breach by the Company or its related bodies corporate of its relevant pre-completion obligations before Settlement of the Acquisition; and

(ix) (Disposal of Namibian Exploration Assets): the Company completing the sale of Solarwind (refer to Section 11.7 for a summary of the Solarwind Sale Agreement);

(b) (Consideration): in consideration of the sale of 100% of the issued share capital of Aquis Canberra, the Company will issue to Aquis Canberra Holdings 163,546,925 Shares (Consideration Shares) on the following basis:

(i) where the Redevelopment Proposal is successfully submitted to the ACT Government prior to Settlement, 163,546,925 Shares at Settlement; or

(ii) where the Redevelopment Proposal has not been successfully submitted to the ACT Government prior to Settlement:

(A) 149,421,874 Shares on Settlement; and

(B) the remaining 14,125,051 Shares (Deferred Consideration Shares) within 3 Business Days of:

(I) successful submission of the Redevelopment Proposal, provided the 30 day volume weighted average price of the Company’s shares as at the date immediately prior to submission is at least A$0.25; or

(II) such later date (within 12 months of submission of the Redevelopment Proposal) on which the volume weighted average price of the Company’s Shares as at the date immediately prior to the date of issue is at least A$0.25;

(c) (Benefits to Directors): Subject to Shareholder approval (which is being sought at the General Meeting), the Company will make the following Share issues to the Existing Directors of the Company:

(i) 250,000 Shares (valued at $50,000 based on an issue price of $0.20) each to Messrs Tom Pickett and Tony Adcock in


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consideration for them resigning as Directors (Resignation Benefits); and

(ii) 1,000,000 Shares (valued at $200,000 based on an issue price of $0.20) to Mr Josh Puckridge in consideration for his assistance in implementing the Acquisition (Implementation Benefit),

in each case to be issued on the same date as the issue Deferred Consideration Shares and provided that, if:

(iii) the Shareholder approvals for the Resignation Benefits are not obtained, Messrs Adcock and Pickett (as applicable) will not be entitled to the Resignation Benefits; and

(iv) the Shareholder approvals for the Resignation Benefits are obtained but the right to the Resignation Benefits accrues outside of the periods permitted by the ASX Listing Rules, the Company will seek Shareholder approval under ASX Listing Rules 7.1 or 10.11 (as applicable) (Necessary Approvals) at a new Shareholder Meeting (Subsequent Shareholder Meeting) for the Resignation Benefits;

(v) the Necessary Approvals at the Subsequent Shareholder Meeting are not obtained, the Company has agreed to issue the Resignation Benefits to Messrs Adcock and Pickett by cash payments to the same value; and

(vi) Shareholder approval for the Implementation Benefit is not obtained, the Company has agreed to make the Implementation Benefit to Josh Puckridge by cash payment to the same value;

(d) (Board of the Company Support of the Transaction): the Board of Company recommending and confirming they will vote in favour of each of the Essential Resolutions;

(e) (Representations and Warranties): the SPA contains representations and warranties by the Company, Aquis Canberra Holdings and Aquis Canberra that are customary for an agreement of its type;

(f) (Conduct of business undertakings by Aquis Canberra Holdings): Aquis Canberra Holdings has agreed to certain restrictions in respect of the conduct of its and its subsidiaries’ businesses prior to Settlement which are customary for an agreement such as the SPA, including not doing the following without consent from the Company:

(i) entering into any material commitments, liabilities or obligations other than matters related to the Proposed Redevelopment of Casino Canberra as discussed in Section 6.2;

(ii) entering into any financial indebtedness other than:

(A) the Aquis Loan and the Newberth Loan described below in Section 11.2;


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(B) loans from Aquis Canberra Holdings or its related bodies corporate for working capital purposes up to $10,000,000; or

(C) loans from Aquis Canberra Holdings or its related bodies corporate for the purpose of the redevelopment work where Aquis Canberra Holdings has determined (acting reasonably) that such work is required to be undertaken as a matter of urgency;

(iii) no transaction affecting capital (eg reductions or consolidations of capital, buy-backs, issue of new securities); and

(iv) no declaration or payment of any dividend or other distribution of profit or capital;

(g) (Conduct of business undertakings by the Company): the Company has agreed to certain restrictions in respect of the conduct of its business which the Directors consider are customary for a transaction of this type, including restrictions on conducting any business other than progressing the Acquisition and disposal of Solarwind and restrictions on entering into any material commitments prior to Settlement.

11.2 Shareholder Loan Agreements and Loan Conversion Deed

Aquis Canberra has been granted a loan of $2,000,000 by Newberth Ltd, a wholly owned company of Mr Tony Fung (Newberth Loan) and a loan of $13,750,000 from Aquis Canberra Holdings (Aquis Loan) (together, the Shareholder Loans).

Upon Settlement of the Acquisition, the terms of the Shareholder Loans will be amended on terms agreed between the Company and Aquis Canberra Holdings, the Newberth Loan will be assigned to Aquis Canberra Holdings and the Company will enter into the Loan Conversion Deed. A summary of the revised Shareholder Loans are set out below:

(a) (Term): the Shareholder Loans shall mature on the date that is 5 years from the date the Company’s Shares are reinstated to trading on ASX following Settlement of the Acquisition (Maturity Date);

(b) (Interest): interest is payable on the balance of the Shareholder Loans at an interest rate of 8% per annum which will accrue monthly and will be capitalised into the Shareholder Loans on the last day of each month;

(c) (Repayment): the outstanding amount under the Shareholder Loans may be repaid in any of the following ways:

(i) at the sole election of Aquis Canberra Holdings by conversion into Shares at an issue price of $0.20 per Share, provided that the entire amount outstanding must be converted at once and conversion must not result in Aquis Canberra Holdings and its associates having a voting power in the Company in excess of 89.59% (Aquis Conversion Right);


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(ii) at the sole election of the Company, repaid in cash at any time prior to the Maturity Date;

(iii) at the sole election of the Company by notice no later than 5 Business Days prior to the Maturity Date, by conversion into Shares at an issue price of $0.20 per Share on the Maturity Date (Company Conversion Right); and

(iv) if the Company has not exercised the Conversion Right, then the Company must repay the outstanding amount under the Shareholder Loans on either:

(v) the Maturity Date, provided that the volume-weighted average price of the Company’s Shares in the 30 day period ending on the day immediately prior to the Maturity Date is equal to or greater than $0.25; or

(A) 5 Business Days after both of the following conditions are satisfied:

(I) Aquis Canberra Holdings issues a repayment notice to the Company; and

(II) the volume-weighted average price of the Company’s Shares in the 30 day period ending on the day immediately prior to the giving of a repayment notice is equal to or greater than $0.25;

(d) (Change of control and events of default): if there is a change of control in the Company or an event of default occurs, Aquis Canberra Holdings may require the outstanding amounts under the Shareholder Loans be repaid in cash immediately;

(e) (Shareholder Approvals): to the extent any Shareholder or regulatory approval is required for conversion of the Shareholder Loans into Shares, the Company must procure such approvals and if it does not do so within 2 months of Aquis Canberra Holdings exercising the Aquis Conversion Right prior to the Maturity Date or the Company exercising the Company Conversion Right on the Maturity Date, the Shareholder Loans become immediately repayable in cash;

(f) (Reconstruction): in the event of a reconstruction or reorganisation of the capital of the Company by way of consolidation, subdivision, reduction, return, scheme of arrangement or otherwise (but other than by way of a bonus issue, rights issue or other security issue), a proportionate adjustment will be made to the number and issue price of Shares to which Aquis Canberra Holdings is entitled upon conversion of the Shareholder Loans so that:

(i) the value of the right to convert the outstanding amount is not adversely affected by the reconstruction; and

(ii) Aquis Canberra Holdings is not conferred with any additional benefits which are not also conferred on the holders of Shares


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and the Shareholders will not receive a benefit that Aquis Canberra Holdings does not receive.

Any adjustment made following the reconstruction or reorganisation of capital must be in accordance with the ASX Listing Rules (and in particular ASX Listing Rules 7.21 and 7.22) and the Deed must be varied to the extent necessary to comply with the ASX Listing Rules (and in particular ASX Listing Rules 7.21 and 7.22) applying to a reorganisation of capital at the time of the reorganisation; and

(g) (Loan Conversion Deed): in addition to the Shareholder Loans the Company will also enter into the Loan Conversion Deed at Settlement of the Acquisition, which will give effect to the conversion provisions described above.

In addition to the above Shareholder Loans, in June 2015 Casino Canberra Limited has also been provided with a non-convertible loan by Newberth Ltd for an amount of $700,000 (Additional Newberth Loan). Consistent with the Shareholder Loans described above, interest is payable on the balance of the loan at an interest rate of 8% per annum which will accrue monthly and will be capitalised into the loan on the last day of each month. Payment is required within 6 months of written demand of the lender.

Newberth Ltd has agreed to provide the Company with additional debt funding of up to $20 million for its working capital requirements in the two year period following reinstatement to trading on the ASX (to the extent such requirements cannot be met out of the Company’s operating cash flows) (Working Capital Facility).

Under the Working Capital Facility, interest is payable on the balance drawn down under the Working Capital Facility at a rate equal to the then applicable BBSY rate plus a margin of 2% per annum, which will be capitalised into the outstanding balance. Newberth Ltd can require repayment on 3 months’ written notice, provided that repayment is only required to the extent it does not result in an insolvency event occurring in respect of the Company.

11.3 Casino Licence

Casino Canberra has been issued the Casino Licence pursuant to section 22 of the Casino Control Act (2006) (ACT). The Casino Licence has certain conditions attached to it (Licence Conditions).

Under the Licence Conditions, Casino Canberra must, amongst other things:

(a) only operate and offer gaming activities at the Casino authorised under legislation;

(b) comply with its obligations under the ACT Government Deed;

(c) maintain all systems and equipment in good order and engage persons of sufficient skill and experience, to ensure the Casino Business is fully operational in all respects, to the reasonable satisfaction of the Commission;


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(d) provide the Commission with access to various financial and operational records;

(e) ensure there are appropriate processes and procedures in place to ensure that a person engaged as an employee, agent or contractor of Casino Canberra will not compromise the operation of gaming activities undertaken at the Casino;

(f) advise the Commission of the occurrence of specified events, including a change of control of the Company; and

(g) not encumber the Casino Licence or otherwise use it as security.

Under the Licence Conditions, Casino Canberra may be required to cease an association with any officer, associate or related party, in the event they are deemed by the Commission to bring the Casino Business into disrepute or render Casino Canberra unsuitable to continue to hold the Casino Licence.

11.4 ACT Government Deed

On 23 December 2014, Casino Canberra entered into a deed with the Commission and the Australian Capital Territory (ACT Government Deed). Entry into the ACT Government Deed formed part of the Ministerial approval process for the change in ownership of Casino Canberra to Aquis Canberra Holdings.

The ACT Government Deed incorporates the Licence Conditions discussed above. In addition, Casino Canberra undertakes to, amongst other things:

(a) operate and promote the Casino Business to a reasonable standard commensurate with a well-run casino business;

(b) keep the Casino premises in good order and condition and with a standard of presentation, fit out and fittings commensurate with a well-run casino business;

(c) have, or ensure it has access to, sufficient financial resources and assets to enable compliance with its obligations referred to in paragraph (a) and (b);

(d) maintain in its accounts at all times a minimum of $3,000,000, which is not used in the day to day operations of the Casino Business; and

(e) pay to the Problem Gambling Assistance Fund the sum of $50,000 per annum, in monthly instalments.

11.5 Security Documents

Also as part of the approval process for the change of control of Casino Canberra to Aquis Canberra Holdings, Casino Canberra entered into the following documents with each of the Commission and the ACT Government (each a Secured Party):

(a) a general security deed (dated 23 December 2014) (GSD); and

(b) a mortgage (dated 28 January 2015) (the Mortgage).


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As part of the GSD, Casino Canberra has granted a security interest over all ‘PPSA Personal Property’ in favour of the Secured Party. The PPSA Personal Property includes all of Casino Canberra’s present and after-acquired property which Casino Canberra can grant a security interest in, including current and future property and the rights or power to transfer rights in that property, and proceeds (Secured Property).

Similarly, as part of the Mortgage, Casino Canberra granted a charge over Volume 1255 Folio 94 Block 16 Section 65 District/Division City (Secured Land).

The charge of the Secured Land by Casino Canberra pursuant to the Mortgage is to secure payment of all outstanding funds and damages (actual or contingent) which are due or will become due by Casino Canberra in respect of:

(a) the Casino Licence; and

(b) the ACT Government Deed,

(the Secured Money).

The grant of the security interest over the Secured Property pursuant to the GSD is to secure payment of the Secured Money and, in addition, to secure performance of all of Casino Canberra’s other obligations to each of the Secured Parties.

The GSD prohibits Casino Canberra from dealing with any Secured Property without the consent of each Secured Party. However, Casino Canberra is not restricted from withdrawing or transferring money, or creating or allowing, disposing or parting with possession of another interest in a ‘Revolving Asset’ (i.e. inventory, negotiable instruments, machinery, plant or equipment with a value less than $1,000 and money), so long as it is in the ordinary course of Casino Canberra’s ordinary business and, in the case of money withdrawals or transfers, not prohibited by a provision in a ‘Transaction Document’ (which includes the Casino Licence and the ACT Government Deed). These rights are subject to Casino Canberra not breaching the GSD or committing an ‘Event of Default’ under it.

As part of the general undertakings in the Mortgage, there is a broad prohibition on Casino Canberra from dealing with the Secured Land, except where there is a ‘Permitted Encumbrance’ (i.e. an encumbrance created with the consent of the Secured Party or a lien or statutory charge which arises by operation of law in the ordinary course of day to day business).

11.6 Project Management Agreement

Casino Canberra has entered into a Project Management Agreement with Aquis Developments, a wholly owned entity of Mr Tony Fung.

Under the Project Management Agreement, Casino Canberra appoints Aquis Developments as a non-exclusive project manager in relation to the redevelopment of the Casino described in Section 6.3(d) of this Prospectus.

As part of the project management services, Aquis Developments is appointed to:


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(a) assist with defining the scope and timing of the project;

(b) undertake community and stakeholder engagement;

(c) assist with negotiating the terms of the development with the ACT Government; and

(d) As the project progresses and terms are agreed with key stakeholders (including the ACT Government), provide further project management services to deliver the project within the scope, budget and timetable agreed.

Aquis Developments may not subcontract any of the services without the prior written consent of Casino Canberra.

In consideration for performance of the services, Casino Canberra pays Aquis Developments a monthly fee,paid in arrears, comprising:

(a) Aquis Developments’ costs incurred (as agreed between the parties in an approved services budget) in providing the services; and

(b) 10% margin on such costs.

Under the Project Management Agreement, Aquis Developments has an obligation to rectify any defects in the services and to coordinate and cooperate with other contractors performing works or services. Casino Canberra has the right to conduct reviews of the performance of the services and make recommendations to Aquis Developments, which must then be complied with. Casino Canberra has a right to vary (at its cost) or reduce the project management services.

Neither party is liable for any indirect loss under the contract and the liability of Aquis is limited to an amount equal to 100% of the fee.

11.7 Solarwind Sale Agreement

On 28 May 2015, the Company, African Mining and Solarwind entered into a conditional share sale agreement pursuant to which the Company agreed to sell 100% of the issued capital in Solarwind to African Mining for the consideration of $1 (Solarwind Sale Agreement). The material terms of the Solarwind Sale Agreement are as follows:

(a) (Conditions Precedent): settlement of the Solarwind Sale Agreement is conditional upon satisfaction or waiver of the following conditions on or before 31 July 2015 or such later date as agreed:

(i) African Mining providing a certificate from the Namibian Ministry of Mines and Energy confirming that Solarwind is in compliance with the Minerals (Prospecting and Mining) Act 1992 in respect of each of the tenements held by Solarwind; and

(ii) the Company obtaining all necessary shareholder approvals required by the Corporations Act and the ASX Listing Rules in relation to the sale of Solarwind (for which Shareholder approval is being sought at the General Meeting),


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(together, the Solarwind Conditions);

(b) (Settlement): settlement of the Solarwind Agreement shall take place at on the date which is 5 Business Days after satisfaction or waiver of the Solarwind Conditions;

(c) (Representations and Warranties): the Solarwind Agreement contains representations and warranties by the parties typical for an agreement of this nature; and

(d) (Indemnity): on and from the date of settlement under the Solarwind Sale Agreement, African Mining will indemnify the Company in respect of any liabilities of Solarwind, including liabilities incurred prior to, or after, settlement of the Solarwind Sale.

11.8 Subscription Agreement

On 26 June 2015, the Company entered into a subscription agreement with Aquis Canberra Holdings pursuant to which it conditionally agreed to take up the first $2,000,000 worth of Shares (10,000,000 Shares) (Aquis Placement Shares) offered under this Prospectus (Subscription Agreement). The material terms of the Subscription Agreement are set out below:

(a) (Conditions Precedent): the parties’ obligations under the Subscription Agreement are conditional upon the satisfaction or waiver of all conditions precedent under the SPA (refer to Section 11.1(a) for further details);

(b) (Subscription): Aquis Canberra Holdings (or its nominee) must subscribe and pay for the Aquis Placement Shares within 5 business days of satisfaction of the conditions precedent; and

(c) (Termination): either party may terminate the Subscription Agreement in the event that:

(i) a warranty given by the other party cease to be true and accurate;

(ii) a material breach by the other party which is incapable of remedy, or if capable of remedy, is not remedied by the defaulting party within 5 Business Days of receiving written notice from the non-defaulting party specifying the breach and stating an intention to terminate the agreement; or

(iii) the conditions precedent are not satisfied by 31 July 2015.

11.9 Letters of appointment

(a) Existing Directors

Josh Puckridge is an Executive Director and Chief Executive Officer of the Company. The roles and responsibilities of the Position related to continuing exploration operations on Namibian projects, assessing new investments for Discovery and liaising with key shareholder groups.


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Mr Puckridge is eligible for a salary of $8,330.00 per month plus GST . Mr Puckridge was appointment was for a minimum commitment of 20 hours per week averaged over a 6 month term, which commenced on 11 November 2013. On 9 May 2014, the Company extended Mr Puckridge’s employment on the same terms.

Mr Puckridge will resign as a Director upon Settlement occurring. Mr Puckridge will be eligible to the Implementation Benefit following Settlement (refer to Section 11.1(c) for further details).

(b) Incoming Directors

Although not yet executed, the Company is in the process of finalising Director appointment letters for the appointment of each of the Incoming Directors.

Pursuant to their respective appointment letters, Mr Alex Chow and Mr Russell Shields will be paid $80,000 each per annum as Non-Executive Directors of the Company. In addition, Mr Shields will be paid $20,000 per annum where he chairs a board committee, and $5,000 per annum where he is a member of a committee. To the extent these payments to non-executive directors exceed the current cap on payments to Non-Executive Directors of $150,000 per annum, the Company will seek Shareholder approval at its next annual general meeting prior to making such payments.

11.10 Executive Services Agreements

(a) Mr Geoff Andres

Geoffry Andres is Casino Canberra’s Chief Executive Officer. Under his employment contract, Mr Andres is eligible for a salary of US$750,000 per annum and bonus of up to 75% of that salary at the Board’s discretion, subject to meeting certain key performance indicators. Mr Andres is also eligible for certain other accommodation, travel and health and travel insurance benefits under the terms of his employment contract. Mr Andres may be entitled to certain equity incentives as agreed between him and the Company, however no such incentive scheme has been agreed as at the date of this Prospectus.

At any time during the term, either party may terminate this agreement by providing the other party with 12 months’ notice in writing.

(b) Justin Fung

Justin Fung is the Managing Director of Casino Canberra. Under his employment contract, Mr Fung is eligible for a salary of $280,000 per annum. Mr Fung’s employment contract does not contemplate any equity incentive scheme. Either party may terminate Mr Fung’s employment agreement by providing the other party with 3 months’ notice in writing.

(c) Jessica Mellor


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Jessica Mellor is the Executive Vice President, Strategy and Project Development, of Casino Canberra. Under her employment contract, Ms Mellor is eligible for a salary of $280,000 per annum. Ms Mellor’s employment contract does not contemplate any equity incentive scheme. Either party may terminate Ms Mellor’s employment agreement by providing the other party with 6 months’ notice in writing.

11.11 Deeds of indemnity, insurance and access - Existing Directors and Incoming Directors

The Company is in the process of finalising deeds of indemnity, insurance and access with each of its Incoming Directors, which will be on customary terms and conditions, and will enter into such deeds with the Incoming Directors following their appointments. For existing directors, the Company has previously entered into deeds of indemnity, insurance and access. Under these deeds, the Company agrees to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company or a related body corporate (subject to customary exceptions). The Company is also required to maintain insurance policies for the benefit of the relevant officer and must also allow the officers to inspect Board papers and other documents provided to the Board in certain circumstances.


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12. ADDITIONAL MATERIAL INFORMATION

12.1 Suspension and Re-admission to ASX

As the Company is currently a mineral exploration company, the Acquisition, if successfully completed, will represent a significant change in the nature and scale of the Company’s operations to a gaming and entertainment company.

ASX has advised that this change in the nature and scale of the Company’s activities will require:

(a) the approval of Shareholders; and

(b) the Company to re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules.

In accordance with ASX guidelines, it will be necessary for the Company to apply for a trading halt in its Shares from the beginning of trading on the date of the General Meeting.

If Shareholder approval to the change in nature and scale of the Company’s activities as a result of the Acquisition is obtained, then subject to the passing of each other Essential Resolution (which was obtained on 10 July 2015, see below for further details), the Company is required to apply for voluntary suspension of the Shares with effect from the close of the General Meeting, which has now occurred. The Shares will not be reinstated to Official Quotation until the Company has re-complied with Chapters 1 and 2 of the ASX Listing Rules and is re-admitted by ASX to the Official List.

Some of the key requirements of Chapters 1 and 2 of the Listing Rules are:

(a) the Company must satisfy the shareholder spread requirements relating to the minimum number of Shareholders and the minimum value of the shareholdings of those Shareholders;

(b) the Company must satisfy the “assets test” as set out in ASX Listing Rule 1.3; and

(c) the issue price of Shares must be at least 20 cents and the exercise price of Options must be at least 20 cents.

It is expected that the conduct of the Offer (including oversubscriptions of up to a further 5,000,000 Shares at $0.20 per Share to raise an additional $1,000,000 if required by ASX) pursuant to this Prospectus will enable the Company to satisfy the above requirements.

Applicants should be aware that ASX will not re-admit or admit any Shares to Official Quotation until the Company re-complies with Chapters 1 and 2 of the Listing Rules and is re-admitted by ASX to the Official List. In the event that the Company does not receive conditional approval for re-admission to the Official List, the Company will not proceed with the Offer and will repay all Application monies received by it in connection with this Prospectus (without interest).

If Shareholder approval to the change in nature and scale of the Company’s activities is not obtained, the Offer will not proceed, the trading halt will end


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after the results of the General Meeting have been announced to the market and trading in Shares will thereupon re-commence.

12.2 Shareholder Approval of Essential Resolutions

The Company has called the General Meeting primarily for the purpose of seeking the approval of Shareholders to a number of resolutions required to implement the Acquisition.

It is a condition to completion of the Offer under this Prospectus, as well as the Acquisition, that each of the following resolutions is approved by Shareholders:

(a) the significant change in the nature or scale of the Company’s activities to become a technology company, for which Shareholder approval is required under ASX Listing Rule 11.1.2 ;

(b) the issue of Shares under the Offer;

(c) the issue to Aquis Canberra Holdings (or its nominees) of the Consideration Shares and further Shares to be issued upon conversion under the Shareholder Loans;

(d) the change of name of the Company to “Aquis Entertainment Limited”;

(e) election of the Incoming Directors;

(f) replacement of the Constitution; and

(g) the disposal of the Company’s wholly owned subsidiary, Solarwind,

(each, an Essential Resolution).

All of the Essential Resolutions were approved by Shareholders at the General Meeting.

12.3 Disposal of Solarwind

Subject to Shareholder approval being obtained at the General Meeting, the Company will dispose of its interest in Solarwind pursuant to the Solarwind Sale Agreement which was entered into by the Company and African Mining on 28 May 2015. Completion of this transaction is anticipated prior to Settlement of the Acquisition.

The Solarwind Sale Agreement is summarised in Section 11.7.

12.4 Change of Name

It is proposed that, subject to Shareholder approval being obtained, the Company will change its name to “Aquis Entertainment Limited” on Settlement of the Acquisition, which in the Company’s opinion will be better suited to the Company’s new strategic direction.

An overview of the Company’s business following Settlement of the Acquisition is set out in Section 6.


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12.5 Litigation

As at the date of this Prospectus, neither the Company or Aquis is involved in any material legal proceedings and the Existing Directors and Incoming Directors are not aware of any legal proceedings pending or threatened against the Company or Aquis.

12.6 Rights and liabilities attaching to Shares (including Shares to be issued under the Offer)

The Company is required to adopt a new Constitution as a result of the Acquisition in order for the Constitution to comply with the requirements of the ACT gaming regulations. Shareholder approval is being sought at the General Meeting to approve the new Constitution.

The following is a summary of the more significant rights and restrictions that will attach to Shares following the Shareholder approval of the Constitution at the General Meeting and includes a summary of the Casino legislation specific provisions contained in the Constitution.

This summary is not intended to be exhaustive and is qualified by the fuller terms of the Constitution. This summary does not constitute a definitive statement of the rights and liabilities of Shareholders.

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.

General

(a) Voting at a general meeting

At a general meeting of the Company, every Shareholder present in person or by proxy, representative or attorney has one vote on a show of hands and, on a poll, one vote for each Share held.

On a poll, every member (or his or her proxy, attorney or representative) is entitled to one vote for each fully paid Share held and in respect of each partly paid Share, entitled to a fraction of a vote equivalent to the proportion which the amount paid up (excluding any amount credited as paid up) on that partly paid Share bears to the total issue price of that Share. Amounts paid in advance of a call are ignored when calculating the proportion.

(b) Meetings of members

Each Shareholder is entitled to receive notice of, 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 Constitution, the Corporations Act and the ASX Listing Rules.

(c) Dividends

Subject to the Constitution, the Corporations Act and the terms of issue of the Shares, the Board may from time to time:


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(i) resolve to pay any interim, special or final dividends as, in their judgement, the financial position of the Company justifies;

(ii) fix the amount, time and method of payment of the dividends; and

(iii) determine that a dividend is payable to the holders of one class of shares to the exclusion of any other class.

A dividend may only be paid in accordance with the Corporations Act.

(d) Transfer of Shares

Subject to the Constitution (including the casino legislation specific provisions described below) and the rights or restrictions attached to any Shares, Shares may be transferred by:

(i) a proper ASX Settlement and Transfer Corporation (ASTC) transfer, which is in the form required or permitted by the Corporations Act or the ASX Settlement Rules; or

(ii) a written instrument of transfer in any usual form or in any other form that the directors approve.

The Board may refuse to register a transfer of Shares:

(i) if permitted to do so under the Constitution, the ASX Listing Rules or the ASX Settlement Operating Rules;

(ii) on which the Company has a lien or which are subject to forfeiture; or

(iii) if empowered to do so under provisions inserted specifically for the purposes of the requirements of relevant casino legislation, as detailed below.

The Board must refuse to register a transfer of Shares if the registration of the transfer would result in a breach of, or failure to observe, the provisions of any applicable law, the ASX Listing Rules or the terms of issue of the Shares.

(e) Issue of further Shares

Subject to the Constitution (including the casino legislation specific provisions described below), the Corporations Act, the ASX Listing Rules and ASX Settlement Operating Rules and any rights and restrictions attached to a class of shares, the Board has full discretion to issue additional shares or other equity securities and determine the terms of such issue.

(f) Winding up

If the Company is wound up, then:

(i) subject to the Constitution and any special resolution or preferential rights or restrictions attached to a class of Shares,


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any surplus must be divided among the Shareholders of the Company in the proportions which the amount paid and payable (including amounts credited) on the Shares of a member is of the total amount paid and payable (including amounts credited) on the shares of all members of the Company; and

(ii) the liquidator may, with the sanction of a special resolution of the Company:

(A) divide the surplus assets of the Company remaining after payment of its debts among the Company’s Shareholders in proportion to the number of Shares held by them (with partly paid Shares counted as fractions of fully paid Shares); and

(B) for that purpose, fix the value of assets and determine how the division is to be carried out between the Shareholders and different classes of Shareholders.

(g) Variation of class rights

Subject to the Corporations Act and the terms of issue of a class of shares, wherever the capital of the Company is divided into different classes of shares, the rights attaching to any class of shares may be varied or cancelled:

(i) with the consent in writing of the holders of not less than 75% of the issued shares included in that class; or

(ii) the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class.

In either case, in accordance with the Corporations Act, the holders of not less than 10% of the votes in the class of shares, the rights of which have been varied or cancelled, may apply to a court of competent jurisdiction to exercise its discretion to set aside such variation or cancellation.

(h) Amendment

The Constitution can only be amended by special resolution passed by at least three-quarters of the votes cast by Shareholders present (in person or by proxy) and entitled to vote on the resolution at a general meeting of the Company.

Casino legislation specific provisions

(a) Background

The purpose of the provisions of the Constitution specific to the Casino Business is to impose certain restrictions and prohibitions which are to apply as a result of Casino Canberra (which will be a subsidiary of the Company) being subject to the ACT gaming regulation regime. The Company has also sought to ensure consistency with the Queensland gaming regulation regime, given its desire to pursue opportunities in


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Queensland in the future. Under these provisions, Shareholders should acknowledge that:

(i) the exercise of the powers given to the directors pursuant to these provisions may cause individual shareholders disadvantage;

(ii) such disadvantage may be necessary to enable the enforcement of these provisions; and

(iii) they have no right of action against the directors or the Company for any loss or disadvantage incurred by them as a result, whether direct or indirect, of the directors exercising its powers pursuant to these provisions.

(b) Restrictions on Shareholders

There are certain restrictions on shareholdings in the Company reflected in the Company’s Proposed Constitution (specifically contained in Schedule 2 of the Proposed Constitution) which arise under legislation or are due to the requirements of regulatory authorities.

For so long as the Company is licensed to conduct the Casino Business (the Casino Canberra Ownership Period), a person’s interest in the Company cannot be more than 5% unless he or she is an ‘eligible person’ within the meaning of the Casino Control Act 2006 (ACT).

In addition, where the Company obtains a casino licence in Queensland, for as long as the Company holds such a Casino Licence (the Relevant Queensland Casino Ownership Period), a person’s interest in the Company cannot be more than 5% without the written approval of the relevant Queensland Minister responsible for gaming activities (Queensland Minister).

In the ACT, the Gaming Minister also has the power, in his or her discretion, to determine that any person who holds 5% or more of the Company is not an ‘eligible person’ to hold those Shares under the Casino Control Act.

In Queensland, if the Company acquires a Queensland casino, the Queensland Minister will have the power, in his or her discretion, to determine that any person who holds 5% or more of the Company is not a suitable person to be associated or connected with the ownership, administration or management of the operations or business of a Queensland Casino.

There are also provisions affecting the ability to own and vote Shares for Shareholders who are not Australian citizens and who have been convicted of relevant offences involving fines of over $5,000, offences involving fraud or dishonesty or offences with a maximum period of least five years imprisonment.

To assist the Company to administer compliance with the shareholding restrictions, the Board may, from time to time, require a Shareholder to provide a statutory declaration with information as to other persons who


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have a relevant interest in, or certain types of derivative interest in the Shares held by that Shareholder within a specified time period.

If a Shareholder fails to provide the required information within the specified time, the Company may suspend their voting rights and require that the Shareholder provide the required information within 14 days. If the Shareholder still fails to comply, the Company may then suspend the Shareholder’s dividend and voting rights and require that those Shares are disposed of.

(c) Compulsory Disposition of Shares

If either:

(i) a relevant casino regulatory authority determines in its discretion that a Shareholder or an associate of that Shareholder is not approved or eligible under the relevant regulatory requirements and serves a notice on that Shareholder requiring the disposal of its Shares; or

(ii) the Company becomes aware that a person’s voting power exceeds the voting power limits referred to above without the approval of the Queensland Minister during the Relevant Queensland Casino Ownership Period (in which case it must serve a notice on the holder of any relevant Shares to dispose of all of the Shares held by that Shareholder),

the Shareholder must then dispose of those Shares within 30 days of receiving the notice from the regulatory authority or the Company (as the case may be). From when the notice is issued until the Shares are sold, all dividend and voting rights attaching to those Shares will be suspended.

If the Shareholder does not dispose of the Shares as required:

(i) the Company is empowered to dispose of the relevant Shares at fair market value, determined in accordance with the Constitution, or at the best price the Company is able to obtain from third parties it is able to ascertain, using its reasonable endeavours; and

(ii) the Company is appointed attorney by the Shareholder to do all things necessary to give effect to the sale.

Fair Market Value

The meaning of fair market value for the purpose of the above provisions will be the greater of:

(i) the value that the Company agrees should be placed on all but not some of the Shares held by the disqualified shareholder and which are to be disposed of on the basis of what a hypothetical, prudent, willing, but not anxious purchaser would be prepared to pay to a willing, but not anxious vendor in circumstances where both the purchaser and vendor are fully


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informed of all publicly available operational and financial details. The Company will have regard to such factors as it believes are necessary to determine the fair market value but will give particular consideration to the future maintainable earnings of the Company, the nature and timing of future cash inflows and outflows and the discount factor to be applied to those cashflows, the price and quantity at which Shares have been traded recently and since the Company has been listed and the number of Shares to be sold; and

(ii) the amount determined in accordance with the following formula:

��

��

��

×�� ℎ"�� #��$% &� �$

��'(% )�"*%�%�$+ℎ"��ℎ�*$��

For these purposes, Shareholders' Funds means, in relation to the Company, the aggregate of:

(i) the amount paid up or credited as paid up on the issued Share capital of the Company (excluding the amount paid up or credited as paid up on any Shares or other security issued by the Company which give an entitlement to the holder to require their repurchase or redemption by the Company); and

(ii) the amount standing to the credit (or debit) of the capital and revenue reserves of the Company (including but not limited to amounts standing to the credit of capital reserves and revenue reserves and retained profits or losses),

less the value of all intangible assets (including goodwill, trade names, patents, future income tax benefits, underwriting and formation expenses interest in any gaming or casino licence).

The Company will have 14 days following the expiry of the period in which the Shareholder is given to dispose of Shares as required under these provisions to determine the fair market value of the Shares.

If the Company fails to determine the fair market value, then that fair market value must be determined by the Company's auditor on the same basis outlined above following a request to the Company's auditor by the Company or the Shareholder. The auditor will have 14 days within which to determine the fair market value following receipt of a request from the Company or the Shareholder. The determination of the auditor, who will act as expert and not as arbitrator, will be final and binding on the Company and the Shareholder. The cost of such determination must be borne by the disqualified shareholder.

(d) Other Restrictions on the Company and Board

Additionally the Proposed Constitution contains provisions whereby during the Casino Canberra Ownership Period and the Relevant Queensland Casino Ownership Period, the Company cannot:

(i) appoint any person as a Director or alternate Director;


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(ii) alter or amend certain entrenched provisions of the Proposed Constitution;

(iii) appoint any person as auditor of the Company (or in the case of Queensland, appoint any person as auditor other than one of the 4 major Australian accounting firms); or

(iv) knowingly permit a contravention of the provisions described above or register any transfer of Shares which would contravene those provisions,

without first being approved by the gaming regulatory authorities.

12.7 Terms of Existing Options

A summary of the terms and conditions of the Options currently on issue are set out below:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.10 (Exercise Price)

(c) Expiry Date

Each Option will expire at 5.00pm (WST) on the date which is 3 years from the date of issue (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise


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Within 15 Business Days after the later of the following:

(i) the Exercise Date; and

(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues


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There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Unquoted

The Company will not apply for quotation of the Options on ASX.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

12.8 Interests of Directors

Other than as set out elsewhere in this Prospectus, no Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer;

(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director:

(d) as an inducement to become, or to qualify as, a Director; or

(e) for services provided in connection with:

(i) the formation or promotion of the Company; or

(ii) the Offer.

12.9 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no:

(a) 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; or


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(b) promoter of the Company;

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(c) the formation or promotion of the Company;

(d) any property acquired or proposed to be acquired by the Company in connection with:

(iii) its formation or promotion; or

(iv) the Offer; or

(e) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons for services provided in connection with:

(f) the formation or promotion of the Company; or

(g) the Offer.

BDO Corporate Finance (WA) Pty Ltd has acted as Investigating Accountant of the Company and has prepared the Investigating Accountant’s Report which is included in Section 9 of this Prospectus. The Company estimates it will pay BDO Corporate Finance (WA) Pty Ltd a total of $10,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, BDO Corporate Finance (WA) Pty Ltd has received $24,660 from the Company for their services which includes costs for preparing an Independent Expert’s Report for Shareholders in respect of the Acquisition.

Steinepreis Paganin has acted as the solicitors to the Company. The Company estimates it will pay Steinepreis Paganin $100,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has received fees of $117,433.30 (excluding GST) from the Company for legal services. It should also be noted that Mr Peter Wall, a Partner at Steinepreis Paganin, was previously a Non-Executive Director of the Company, who resigned from the Board on 8 November 2013. He received $42,000 for the financial year ending 30 June 2013 and received $14,000 for the financial year ending 30 June 2014 (prior to his resignation) in directors’ fees.

12.10 Consents

Other than as set out below, each of the parties referred to in this Section 12.10:

(a) does not make, or purport to make, any statement in this Prospectus, nor is any statement in this Prospectus based on any statement by the relevant party;

(b) 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 the party; and


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(c) did not authorise or cause the issue of all or any part of this Prospectus.

BDO Corporate Finance (WA) Pty Ltd has given its written consent to being named as Investigating Accountant of the Company in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 9 of this Prospectus in the form and context in which the information and report are included. BDO Corporate Finance (WA) Pty Ltd has not withdrawn its written consent prior to lodgement of this Prospectus with ASIC.

Steinepreis Paganin has given and has not, before lodgement of this Prospectus with ASIC, withdrawn its consent to be named in this Prospectus as Australian lawyers to the Company in relation to the Offer.

12.11 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately $215,737 (if the Maximum Subscription is raised under the Offer and no Options are exercised).

The table below sets out the items that the expenses of the offer (assuming both Minimum Subscription and Maximum Subscription) are expected to be applied towards:

Item of Expenditure $2,000,000 Minimum Subscription

($)

$3,000,000 Maximum Subscription

($)

ASIC fees 2,290 2,290

ASX fees1 90,479 91,447

Legal, accounting and due diligence fees

110,000 110,000

Printing and Distribution 12,000 12,000

TOTAL $214,769 $215,737

Notes:

1. This assumes that the Redevelopment Proposal is successfully submitted prior to Settlement. Where the Redevelopment Proposal has not been submitted at Settlement, the issue of 14,125,051 Shares will be deferred until the Redevelopment Proposal is successfully submitted and the 30 day volume weighted average price of Shares in the Company is A$0.25 prior to submission.

12.12 Continuous disclosure obligations

The Company is a “disclosing entity” (as defined in Section 111AC of the Corporations Act) and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will continue to be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

Price sensitive information will be publicly released through ASX before it is disclosed to Shareholders and market participants. Distribution of other


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information to Shareholders and market participants will also be managed through disclosure to the ASX. In addition, the Company will post this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

12.13 Electronic Prospectus

The Corporations Act allows distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form.

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 the Company will send you, for free, 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 http://www.discoveryresources.com.au/.

The Company reserves the right not to accept an Application 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.

12.14 Financial Forecasts

Given the current status of the Company’s operations and the significant changes anticipated (including the Proposed Redevelopment), and the need for regulatory approvals (the status and timing of which are inherently uncertain) the Incoming Directors do not consider it appropriate to forecast future earnings.

Accordingly, any forecast or projection information 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 on a reasonable basis.

12.15 Governing law

The Offer and the contracts formed on return of an Application Form are governed by the laws applicable in Western Australia, Australia. Each person who applies for Securities pursuant to this Prospectus submits to the non-exclusive jurisdiction of the courts of Western Australia, Australia, and the relevant appellate courts.


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13. DETAILS OF THE OFFER

13.1 Offer

The Offer is for up to 10,000,000 Shares at an issue price of $0.20 per Share to raise up to $2,000,000 with a provision to accept oversubscriptions of up to a further 5,000,000 Shares at $0.20 per Share to raise an additional $1,000,000.

All Shares issued under this Prospectus will be fully paid and will rank equally with all other Shares then currently on issue. A summary of the material rights and liabilities attaching to the Shares is set out in Section 12.6.

(a) Minimum subscription

The Offer is subject to a minimum subscription of 10,000,000 Shares to raise at least $2,000,000.

If the Minimum Subscription has not been raised within 4 months after the date of this Prospectus, the Company will not issue any Shares and will repay all Application monies for the Shares applied for under the Offer within the timeframe prescribed under the Corporations Act, without interest.

Under the terms of the SPA and Subscription Agreement, Aquis Canberra Holdings has agreed to subscribe for 10,000,000 Shares under the Offer, being the Minimum Subscription. Accordingly, it is anticipated that the Minimum Subscription will be raised under the Offer.

The Offer is not underwritten.

(b) Minimum application amount

Applications under the Offer must be for a minimum of $2,000 worth of Shares (100,000 Shares) and thereafter, in multiples of $200 worth of Shares (10,000 Shares).

(c) Eligible participants

To participate in the Offer, you must be a resident of Australia. See Section 13.8 for further details.

Under the terms of the SPA and the Subscription Agreement, the Company has agreed to allocate the first 10,000,000 Shares under the Offer to Aquis Canberra Holdings.

Where the Company accepts oversubscriptions, the Shares to be issued under the oversubscriptions will be issued at the absolute discretion of the Directors.

The Directors confirm that no Shares issued under the oversubscriptions will be allocated to Aquis Canberra Holdings or any of its associates.


(d) Quotation and trading


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The Company has made an application to ASX for quotation of all Shares issued under the Offer. See Section 13.6 for further details.

No Shares issued pursuant to the Offer will be subject to any escrow requirement by the ASX.

13.2 Purpose of the Offer

The primary purpose of the Offer is to:

(a) assist the Company to meet the re-admission requirements of ASX under Chapters 1 and 2 of the ASX Listing Rules (see Section 12.1 for further details); and

(b) to provide the Company with additional funding for initial and preliminary scoping work, progressing matters required to obtain the relevant and planning approvals in respect of the Proposed Redevelopment, evaluating new gaming and entertainment opportunities and provide the Company with further working capital.

The Company intends on applying the funds raised under the Offer along with its current cash reserves post-Acquisition in the manner detailed in Section 6.10.

13.3 Taxation

The acquisition and disposal of Securities will have tax consequences, which will differ depending on the individual financial affairs of each investor.

It is not possible to provide a comprehensive summary of the possible taxation positions of all potential Applicants. As such, all potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Securities from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

13.4 Applications

Applications for Shares under the Offer must be made using the relevant Application Form.

By completing an Application Form, each Applicant in the Offer will be taken to have represented, warranted, agreed and acknowledged as follows:

(a) that all details and statements made by them are complete and accurate;

(b) that they have personally received the Application Form together with a complete and unaltered copy of the Prospectus;

(c) they agree to become a member of the Company and to be bound by the terms of the Constitution and the terms and conditions of the Offer;

(d) they understand that the Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any State


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of the United States and may not be offered, sold or resold in the United States except in transactions exempt from, or not subject to, registration requirements of the US Securities Act and applicable US State securities laws;

(e) they are not in the US;

(f) they have not sent and will not send the Prospectus or any other material relating to the Offer to any person in the US; and

(g) they will not offer or sell the Shares in the US or in any other jurisdiction outside Australia except in transactions exempt from, or not subject to, registration requirements of the US Securities Act and in compliance with all applicable laws in the jurisdiction in which Shares are offered and sold.

As set out at Section 13.1(c), the Company has agreed to allocate the first 10,000,000 Shares under the Offer to Aquis Canberra Holdings. Where the Company accepts oversubscriptions, the Shares to be issued under the oversubscriptions will be issued at the absolute discretion of the Directors.


Completed Application Forms must be mailed or delivered to the address set out on the Application Form, with sufficient time to be received by or on behalf of the Company by no later than 5.00pm (WST) on the Closing Date, which is currently scheduled to occur on 24 July 2015.

Applications under the Offer must be accompanied by payment in full in Australian currency by cheque, direct debit or BPAY® in accordance with the instructions set out in the Application Form.

The Offer is conditional on certain matters, as discussed in Section 2.4. Where no issue is made under the Offer, Application monies will be refunded (without interest) to the Applicants as soon as practicable after the Closing Date.

The Company reserves the right to close the Offer early.

If you require assistance in completing an Application Form, please contact the Share Registry on +61 8 9324 2099.

13.5 Issue of Shares and Allocation Policy

(a) General

Subject to the Minimum Subscription being achieved and the satisfaction of each of the Conditions (see Section 2.4), the issue of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date and in accordance with the timetable set out in Section 3.

(b) Offer

Under the terms of the SPA and the Subscription Agreement, the allocation of 10,000,000 Shares under the Offer will be placed to Aquis


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Canberra Holdings. Where oversubscriptions are accepted, the allocation of the additional 5,000,000 Shares will be determined by the Board in their absolute discretion.


The Directors confirm that no Shares issued under the oversubscriptions will be allocated to Aquis Canberra Holdings or any of its associates.

The Board reserves the right to reject any Application or to allocate any Applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or where no issue is made, surplus Application monies will be refunded (without interest) to the Applicant as soon as practicable after the Closing Date.

The Company’s decision on the number of Shares to be allocated to an Applicant will be final.

(c) Acceptance of Applications

A completed Application Form is an offer by you to the Company to apply for the amount of Shares specified in the Application Form on the terms and conditions set out in this Prospectus (including any supplementary or replacement document) and the Application Form. To the extent permitted by law, an Application by an Applicant is irrevocable.

An Application may be accepted in respect of the full amount, or any amount lower than that specified in the Application Form, without further notice to the Applicant. Acceptance of an Application will give rise to a binding contract on allocation of Shares to successful Applicants.

(d) Defects in Applications

If an Application Form is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Application Form to be valid. The Company’s decision to treat an Application as valid, or how to construe, amend or complete it, will be final.

(e) Interest

Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all Application monies will be held by the Company in trust for 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.

(f) Discretion regarding the Offer

The Company reserves the right to close the Offer or any part of it early, extend the Offer or any part of it, accept late Applications or bids either generally or in particular cases, reject any Application or bid, or allocate


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to any Applicant or bidder fewer Shares than the amount applied or bid for. Applications received under the Offer are irrevocable and may not be varied or withdrawn except as required by law.

13.6 Quotation of Shares

The Company has applied for Official Quotation of all Shares issued under this Prospectus. However, Applicants should be aware that ASX will not commence Official Quotation of any Shares until the Company has re-complied with Chapters 1 and 2 of the ASX Listing Rules and has received the approval of ASX to be re-admitted to the Official List (see Section 12.1). As such, the Shares may not be able to be traded for some time after the close of the Offer.

If the Shares are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of this Prospectus, or such period as varied by the ASIC, or if ASX otherwise rejects the Company’s application for re-admission to the Official List (see Section 12.1), the Company will not issue any Shares and will repay all Application monies for the Shares within the time prescribed under the Corporations Act, without interest. In those circumstances the Company will not proceed with the Acquisition.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

13.7 Clearing House Electronic Sub-Register System and Issuer Sponsorship

The Company participates in the Clearing House Electronic Sub-register System (CHESS). ASX Settlement Pty Ltd, a wholly owned subsidiary of ASX, operates CHESS. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with holding statements (similar to a bank account statement) that set out the number of Securities issued to them under this Prospectus. The holding statements will also advise holders of their Holder Identification Number (if the holder is broker sponsored) or Security Holder Reference Number (if the holder is issuer sponsored) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of Securities can be transferred without having to rely upon paper documentation. Further, monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month. Shareholders may request a holding statement at any other time, however a charge may be made for such additional statements.

13.8 General

This Prospectus does not, and is not intended to, constitute an offer of, or invitation to apply for, Shares in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or invitation. 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


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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 otherwise permit an offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia. Persons who are resident in countries other than Australia should not apply for Shares under the Offer.

Where this Prospectus has been dispatched to persons in jurisdictions outside of Australia, in which the securities legislation or regulation requires registration or any analogous treatment, this Prospectus is provided for information purposes only. Other than Australia, this Prospectus has not been and will not be registered under any such legislation or regulation or in any such jurisdiction.

The Offer does not and will not constitute an offer of Securities in the US. Furthermore, no person ordinarily resident in the US is or will become permitted to submit an Application Form. The Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any State or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States, except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US State securities laws. This Prospectus may not be released or distributed in the United States. If the Company believes that any Applicant is ordinarily resident in the US, or is acting on behalf of a person or entity that is ordinarily a resident of the US, the Company will reject that Applicant’s application.

13.9 Enquiries

If you have any queries in relation to the Offer, please contact Annalette Wilbers, the Company Secretary on +61 8 9226 0326.


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14. 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 Existing Director and Incoming Director has consented, and as at the date of this Prospectus has not withdrawn his consent, to the lodgement of this Prospectus with the ASIC.

_______________________________ Josh Puckridge Executive Director For and on behalf of Discovery Resources Limited


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15. GLOSSARY AND INTERPRETATION

15.1 Definitions

Unless the context requires otherwise, where the following terms are used in this Prospectus, they have the following meanings:

$ means an Australian dollar.

Acquisition means the purchase of 100% of the issued capital in Aquis by the Company in accordance with the SPA.

ACT Government Deed has the meaning given in Section 11.4.

Additional Newberth Loan has the meaning given in Section 11.2.

African Mining means African Mining Capital 3 Pty Ltd.

Applicant means a person who has submitted an Application Form.

Application means an application for Shares made on an Application Form.

Application Form means an application form attached to or accompanying this Prospectus relating to the Offer.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the official listing rules of ASX.

ASX Settlement Operating Rules means the operating rules of the ASX Settlement Facility (as defined in Rule 1.1.1 and Rule 1.1.2 of the ASX Settlement Operating Rules) in accordance with Rule 1.2 which govern, inter alia, the administration of the CHESS subregisters.

Aquis Canberra means Aquis Canberra Pty Ltd (ACN 167 935 506).

Aquis Canberra Holdings means Aquis Canberra Holdings (Aus) Pty Ltd (ACN 167 934 992).

Aquis Group means Aquis Canberra Holdings and its Related Bodies Corporate.

Aquis Loan has the meaning given in Section 11.2.

Board means the board of Directors as constituted from time to time.

Casino means the casino operated by Aquis Canberra’s wholly owned subsidiary Casino Canberra at 21 Binara St, Canberra ACT.

Casino Business means the business of Aquis Canberra as summarised in Section 6.3(b).

Casino Canberra means Casino Canberra Limited (ACN 051 204 114).


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Casino Licence means the licence issued pursuant to the Casino Control Act 2006 (ACT) which permits the operation of the Casino.

CHESS has the meaning given in Section 13.7.

Closing Date means the closing date of the Offer as set out in the indicative timetable in Section 3 of this Prospectus (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Commission means the ACT Gambling and Racing Commission.

Company means Discovery Resources Limited (ACN 147 411 881) to be renamed “Aquis Entertainment Limited” subject to shareholder approval of the Essential Resolutions at the General Meeting and is inclusive of Aquis Canberra where the context requires.

Conditions means the conditions to the Offer set out in Section 2.4 of this Prospectus.

Consideration Shares has the meaning given in Section 11.1(b).

Constitution means the constitution of the Company (as amended or replaced from time to time) and following settlement of the Acquisition will be as described in Section 12.6.

Corporations Act means the Corporations Act 2001 (Cth).

Deferred Consideration Shares has the meaning given in Section 11.1(b).

Directors means the directors of the Company appointed from time to time.

Essential Resolutions means those Shareholder resolutions referred to in Section 12.2 of this Prospectus to be considered at the General Meeting, as described in further detail in the Notice of Meeting.

Existing Directors means the directors of the Company as at the date of this Prospectus.

General Meeting means the general meeting of the Company to be held on 10 July 2015, which seeks Shareholder approval for the matters set out in the Notice of Meeting (including the Essential Resolutions).

Implementation Benefit has the meaning given in Section 11.1(c).

Incoming Directors means Mr Tony Fung, Mr Raymond Or Ching-Fai, Mr Justin Fung, Mr Geoff Andres, Mr Alex Chow and Mr Russell Shields.

Licence Conditions has the meaning given in Section 11.3.

Loan Conversion Deed means the deed to be entered into by the Company with Aquis Canberra Holdings, Aquis Canberra and Casino Canberra on Settlement on the terms set out in Section 11.2.

Maturity Date has the meaning given in Section 11.2.


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Maximum Subscription means where the Minimum Subscription is achieved and the full over-subscriptions of an additional 5,000,000 Shares are accepted to raise a total of $3,000,000.

Minimum Subscription means the Company receiving Valid Applications for 10,000,000 Shares to raise $2,000,000.

Newberth Loan has the meaning given in Section 11.2.

Notice of Meeting means the Notice of General Meeting and Explanatory Statement of the Company dated 10 June 2015 in relation to the General Meeting.

Offer means the offer with a minimum subscription of 10,000,000 Shares at an issue price of $0.20 per Share to raise $2,000,000, with the provision to accept oversubscriptions of an additional 5,000,000 Shares at an issue price of $0.20 per Share to raise an additional $1,000,000, pursuant to this Prospectus.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules.

Option means an option to acquire a Share.

Project Management Agreement has the meaning given in Section 11.6.

Proposed Redevelopment means the proposed redevelopment of the Casino as set out in Section 6.3(d).

Prospectus means this prospectus.

Public Authority means any government or governmental, semi-governmental, administrative, statutory, fiscal, or judicial body, entity, authority, agency, tribunal, department, commission, office, instrumentality, agency or organisation (including any minister or delegate of any of the foregoing), any self-regulatory organisation established under statute and any recognised securities exchange (including without limitation ASX), in each case whether in Australia or elsewhere.

Recommendations has the meaning given in Section 10.1.

Redevelopment Proposal means a final proposal for the development of the Casino to the Commission and the ACT government where such a proposal contains architectural diagrams of the proposed finished development and timelines to completion of the development.

Related Bodies Corporate has the meaning given to that term under section 9 of the Corporations Act.

Resignation Benefits has the meaning given in Section 11.1(c).

Section means a section of this Prospectus.

Securities means all securities of the Company, including a Share or an Option (as the context requires).


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Settlement means settlement of the Acquisition in accordance with the terms of the SPA.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of one or more Shares.

Shareholder Loans means the Aquis Loan and the Newberth Loan.

Share Registry means Automic Registry Services Limited (ABN 14 127 175 946).

Solarwind means Solarwind Investments (Pty) Ltd (a company incorporated in Namibia).

Solarwind Sale Agreement has the meaning given in Section 11.7.

SPA has the meaning given in Section 11.1.

Subscription Agreement has the meaning given in Section 11.8.

US means the United States of America.

US Securities Act means the United States Securities Act of 1933, as amended.

Valid Application means a valid and complete Application to subscribe for Shares under the Offer, accompanied by the appropriate Application money in full.

WST means Western Standard Time as observed in Perth, Western Australia.

15.2 Interpretation

Unless the contrary intention appears, the following rules apply in interpreting this Prospectus:

(a) words or phrases defined in the Corporations Act have the same meaning in this Prospectus;

(b) a reference to legislation, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(c) the singular includes the plural and vice versa;

(d) the word “person” includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any government agency;

(e) a reference to Australian dollars, AUD, $ or dollars is to the lawful currency of the Commonwealth of Australia; and

(f) a reference to time is to WST.