Orrex Resources : Replacement Prospectus

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Orrex Resources Limited (ABN 29 107 371 497)

20 Howard Street

Perth WA 6000

Tel: +61 8 6144 0590

Fax: +61 8 6144 0593

Orrex Resources Limited

ABN 29 107 371 497

(to be renamed "Nvoi Limited")

PROSPECTUS

For the offer of 83,333,333 Shares at an issue price of $0.06 each to raise $5,000,000 (before costs), with provision for oversubscriptions of a further 50,000,000 Shares (Public Offer).

This replacement prospectus is dated, and was lodged with ASIC on 2 June 2016 pursuant to section 719 of the Corporations Act (Prospectus) following the lodgement of a prospectus under section 718 of the Corporations Act.

This Prospectus also contains an offer of an aggregate total of 169,586,421 Shares to the Nvoi Shareholders (or their nominees) in consideration for the Nvoi Acquisition (Vendor Offer). Refer to Section 1.2 of this Prospectus for more information in respect of the Vendor Offer;

It is proposed that the Public Offer will close at 5pm (WST) on 1 July 2016. The Directors reserve the right to close the Public Offer earlier or to extend this date without prior notice. Applications must be received before that time.

This is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the Listing Rules and to satisfy ASX's requirements for re-quotation of the Shares on the Official List, following a change to the nature and scale of the Company's activities.

The Shares offered pursuant to this Prospectus should be regarded as speculative. Refer to Section 5 for a summary of the key risks associated with an investment in the Company.

Lead Manager Blackwood Capital Pty Ltd AFSL: 224221 Level 12, 139 Macquarie St Sydney NSW 2000 CORPORATE DIRECTORY

Directors

Mark Stowell (Non-Executive Chairman) Guy Lyons (Non-Executive Director) Jeremy Bond (Non-Executive Director) Proposed Directors

Andrew Dutton (Non-Executive Chairman) Tim Ebbeck (Non-Executive Director) Pamela Cass (Non-Executive Director)

Warwick Kirby (Group CEO)

Mark Rowlands (Senior Vice President Global Growth)

Company Secretary

Jonathan Asquith

Proposed Company Secretary

Andrew Bursill

Registered Office

Orrex Resources Limited 20 Howard Street

Perth WA 6000

Lead Manager

Blackwood Capital Pty Ltd AFSL 224221

Auditors

Stantons International Level 2, 1 Walker Avenue West Perth WA 6005

Investigating Accountant

RSM Financial Services Australia Pty Ltd Level 13, 60 Castlereagh Street

Sydney NSW 2000

Share Registry

Security Transfer Registrars Pty Ltd 770 Canning Highway

Applecross WA 6153

Lawyers

DLA Piper Australia Level 21

140 William Street

Melbourne VIC 3000

ASX Code

Current: ORX Proposed: NVO

Website

www.orrexresources.com proposed: www.nvoi.com.au

CONTENTS IMPORTANT NOTICE 4 LETTER FROM THE BOARD 8 KEY DETAILS OF THE PUBLIC OFFER AND VENDOR OFFER 9 INVESTMENT OVERVIEW ...................................................................................... 11 1. Details of Offers ......................................................................................... 21 2. Company, Nvoi Overview .......................................................................... 30 3. Board, Management and Corporate Governance.................................... 33 4. Material Contracts...................................................................................... 45 5. Risk Factors................................................................................................ 49 6. Rights Attaching to Securities and Summaries of the Employee Share Ownership................................................................................................... 57 7. Additional Information ............................................................................... 64 8. Authorisation.............................................................................................. 70 9. Glossary of Terms...................................................................................... 71

1. Audited Accounts of Nvoi Limited for years ended 30 June 2014, 2015 and half to 31 December 2015 .......................................................................... 75 11. Investigating Accountant's Report ........................................................... 76 IMPORTANT NOTICE

   This replacement prospectus is dated, and was lodged with ASIC on 2 June 2016 and replaces the prospectus dated 9 May 2016 lodged pursuant to section 718 of the Corporations Act. Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. The expiry date of this Prospectus is 5pm (WST) on the date which is 13 months after the date this Prospectus was lodged with ASIC. No Shares will be issued on the basis of this Prospectus after that expiry date.

   Application will be made to ASX within seven (7) days after the date of this Prospectus for Official Quotation of the Shares, the subject of the Offer other than Restricted Securities (refer to Section 1.13).

   No person or entity is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not contained in this Prospectus should not be relied on as having been made or authorised by the Company or the Directors in connection with the Offer.

   Before applying for Shares, potential investors should carefully read the Prospectus so they can make an informed assessment of:

   • the rights and liabilities attaching to the Shares;

   • the assets and liabilities of the Company; and

   • the Company's financial position and performance and prospects.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of the Offer should be considered speculative.

Change in Nature and Scale of Activities and Re-Compliance with Chapters 1 and 2 of the Listing Rules

The Company has entered into the Nvoi Acquisition Agreement pursuant to which it has agreed, subject to Shareholder approval and the satisfaction of certain other conditions, to acquire all of the issued shares and options in the capital of Nvoi. Refer to Section 2 for information on Nvoi and Section 4.1 for further details of the terms and conditions on which the Nvoi Acquisition are to be completed.

The Nvoi Acquisition and the Public Offer involve a significant change in the nature and scale of the Company's activities which required approval of Shareholders under Chapter 11 of the Listing Rules. At the General Meeting, Shareholders considered and approved, among other things, the Nvoi Acquisition, the issue of Shares pursuant to the Offer and the change in nature and scale of the Company's activities.

The Company must also comply with ASX's requirements for re-quotation of the Shares on the Official List, which includes re-complying with Chapters 1 and 2 of the Listing Rules. This Prospectus is issued to assist the Company to meet these requirements and to facilitate the Offer. The Public Offer under this Prospectus is conditional on the satisfaction of certain conditions. Refer to Section 1.6 for further details.

Trading in Shares was suspended on 4 May 2016, the day of the General Meeting, and will be suspended until the Company satisfies the requirements of Chapters 1 and 2 of the Listing Rules.

There is a risk that the Company may not be able to meet the requirements of ASX for re-quotation of the Shares on the Official List. In the event the conditions to the Offer are not satisfied or the Company does not receive conditional approval for re-quotation of the Shares on the Official List on terms which the Company believes are capable of satisfaction, the Company will not proceed with the Public Offer or the Nvoi Acquisition and will repay all Application Monies (without interest) in accordance with the provisions of the Corporations Act.

Electronic Prospectus and Public Offer Application Forms

This Prospectus will generally be made available in electronic form by being posted on the Company's website at www.orrexresources.com. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus and a Public Offer Application Form (free of charge) from the Company's registered office during the period of the Public Offer by contacting the Company. Contact details for the Company are detailed in the Corporate Directory. The Public Offer constituted by this Prospectus in electronic form is only available to persons receiving an electronic version of this Prospectus and the Public Offer Application Form within Australia.

Applications under the Public Offer will only be accepted on a Public Offer Application Form attached to, or accompanying, this Prospectus or in its paper copy form as downloaded in its entirety from