ASX:MKG

Initial Public Offering (IPO)

January 2018

Raising up to AUD $ 6,000,000

Details of the Offer

Offer

The offer (the Offer) contained in this prospectus (this Prospectus) is an invitation to acquire up to 25,000,000 Shares in Mako Gold Limited ACN 606 241 829 (Mako Gold, the Company, we or us) at an issue price of $ 0.20 each to raise a minimum of $ 5,000,000, with provision for oversubscriptions of a further 5,000,000 Shares to raise an additional $ 1,000,000, with 1 attaching listed Option exercisable at $ 0.30 on or before 3 years from Official Quotation for every 2 Shares subscribed for. Each Option is exercisable into 1 Share. This Prospectus is issued by the Company for the purposes of Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act).

Lodgement and Listing

This Prospectus is dated 19 January 2018 and a copy of this Prospectus was lodged with the Australian Securities and Investments Commission (ASIC) on that date. The Company will apply to the Australian Securities Exchange (ASX) for admission of the Company to the official list of the ASX (the Official List) within seven days after the date of this Prospectus. The fact that the ASX may admit the Company to its Official List is not to be taken in any way as an indication of the merits of the Shares and Options, the Offer or the Company. ASIC, the ASX and their officers take no responsibility for the contents of this Prospectus or the merit of the investment to which this Prospectus relates.

Expiry Date

No Shares or Options will be allotted or issued on the basis of this Prospectus after 13 months from the date of this Prospectus.

No Offer Where Offer Would be Illegal

This Prospectus does not constitute a public offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Shares and Options or the Offer, or to otherwise permit a public offering of the Shares and Options in any jurisdiction outside Australia.

There may be legal restrictions related to the distribution of this Prospectus (including in electronic form) outside Australia, and therefore any person who resides outside Australia, and who receives this Prospectus outside Australia, should seek advice on, and observe, any such restrictions. Any person who has a registered address in any country outside of Australia, and who receives this Prospectus may only apply for Shares and Options if that person is able to reasonably demonstrate to the satisfaction of the Company that they may participate in the Offer relying on a relevant exception from, or are not otherwise subject to, the lodgement, filing, registration or other requirements of any applicable securities laws in the jurisdiction in which they have such registered address.

The Company will not offer to sell, nor solicit an offer to purchase, any securities in any jurisdiction where such offer, sale or solicitation may be unlawful. Any failure to comply with these restrictions may constitute violation of applicable securities laws.

This document does not constitute an offer of new ordinary Shares or Options of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the Shares and Options may not be offered or sold, in any country outside Australia except to the extent permitted below.

Disclaimer

No person should rely on any information that is not contained in this Prospectus for making a decision as to whether to acquire Shares and Options under the Offer. No person is authorised by the Company or the Lead Manager to give any information or make any representation in connection with the Offer that is not contained in this Prospectus. Any information or representation that is not contained in this Prospectus may not be relied on as having been authorised by the Company, its Directors or any other person in connection with the Offer. The Company's business, financial condition, results of operations and prospects may have changed since the date of this Prospectus.

This Prospectus may contain forward-looking statements concerning the Company's business, operations, financial performance and condition, as well as the Company"s plans, objectives and expectations for its business, operations and financial performance and condition. Any statements contained in this Prospectus that are not of historical facts may be deemed to be forward-looking statements. You can identify these statements by words such as "aim", "anticipate", "assume", "believe", "could", "due", "estimate", "expect", "goal", "intend", "may", "objective", "plan", "predict", "potential", "positioned", "should", "target", "will", "would" and other similar expressions that are predictions of or indicate future events and future trends.

These forward-looking statements are based on current expectations, estimates and projections about the Company's business and the industry in which the Company operates and Management's beliefs and assumptions. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond the Company's control. As a result, any or all of the Company's forward-looking statements in this Prospectus may turn out to be inaccurate. Factors that may cause such differences between forward-looking statements and actual performance include, but are not limited to, the risks described in Section 5 of this Prospectus.

You are urged to consider the risk factors carefully for evaluating the forward-looking statements and are cautioned not to place undue reliance on the forwardlooking statements. The forward-looking statements speak only as at the date of this Prospectus. Unless required by law, the Company does not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise. You should, however, review the information and risks the Company describes in the reports to be filed from time to time with the ASX after the date of this Prospectus.

This Prospectus contains industry data and forecasts that were obtained from industry publications, thirdparty market research and publicly available information. These publications generally state or imply that the information contained in them has been obtained from sources believed to be reliable, but the Company has not independently verified the accuracy or completeness of such information. In addition, where a source has been identified in this Prospectus as the source for providing specific information included in the Prospectus, the author of that information has not given their consent to this information being included in the Prospectus and has not authorised or caused the issue of the Prospectus.

This Prospectus also includes trademarks, trade names and service marks that are the property of other organisations.

Lead Manager:
Novus Capital Ltd
Level 24, 56 Pitt St.
Sydney NSW 2000 AUSTRALIA
AFSL: 238 168

For Further Information, you may contact the Lead Manager Novus Capital Ltd.

Gavan Farley - gavan.farley@novuscapital.com.au
Telephone: +61 420 520 300

Campbell Welch - campbell.welch@novuscapital.com.au
Telephone: +61 410 300 414

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