Raisebook

Australian Company Servicing the Growing Industrial Clean Up Market
OneAtom 12 Ltd
OneAtom 12 Ltd
NSX:O12

One of the biggest issues afflicting the environment today is the wastewater discharge from industrial production and acid mine drainage.

Common acid waste treatments such as neutralisation, crystallisation, thermal decomposition and solvent extraction all suffer from high energy consumption, costly maintenance and disposal issues that can cause serious environmental problems.

OneAtom 12 Limited (the Company) was formed to commercialise a series of membrane technologies in the growing global water treatment space.

The emphasis has been to match commercially available technologies with markets and with that in mind its first plant is progressing in China.

Raise Amount
$3,000,000
Offer Price
$0.0800
Closes
Aug 8, 2018

OneAtom 12 Limited’s first membrane aims to be a world leading acid separation membrane aimed at the Industrial Treatment market in the People’s Republic of China.

The Company’s main focus is to manufacture commercial polymer ion-exchange membranes to treat industrial water by recovering valuable acidic waste and recycling this waste for re-use in industrial and mining processes utilising existing intellectual property developed at Monash University.

The company’s innovation does not end there, as its partnership with the Commonwealth Government Australian Research Council programme and Monash University is developing the next range of smart membrane technology using small amounts of graphene oxide to improve performance and begin to add selectivity to the membrane.

As the Company continues to develop its markets in China, it will continue to strategically assess new markets in the United States, Europe and Africa, and seek partners that will continue to de-risk its commercial and technical process so as to bring the best possible value to its shareholders.

The Public Offer

OneAtom 12 Limited (ACN 608 890 259) is is inviting investors to become a shareholder in the Company by offering up to 37,500,000 Shares at an issue price of $0.08 each to raise up to $3,000,000 (before costs).

The minimum subscription for the Offer is $2,500,000 (being 31,250,000 Shares issued at the Offer Price).

The Lead Manager of the Public Offer is Patersons Securities Limited.

The offer of the securities are made in, or accompanied by, a copy of the disclosure document which can be obtained by clicking on the "ACCESS DISCLOSURE DOCUMENT" button on this page.

Anyone who wants to acquire the securities will need to complete the application form that will be in or will accompany the Disclosure Document.

Before making an investment decision, potential investors should read the Disclosure Document entirely, and seek professional financial advice.

An investment in this product should be considered highly speculative. Given that the Company is incorporated in Australia but its business operations are in the PRC, there are certain geopolitical risks that should be considered. Section 6 of the Disclosure Document details the key risk factors which prospective investors should be aware of. It is recommended that prospective investors consider these risks carefully before deciding whether to invest in the Company.

Capital Structure at Admission

Application has been made for listing of the Company's securities offered by the Disclosure Document to the National Stock Exchange of Australia (NSX).

On the basis that the Company completes the Offers on the terms in this Prospectus, the Company's capital structure at Admission will be as follows:

Shares Min. Subscription % Max. Subscription %
On issue as at the date of this Prospectus 30,000,000 34 30,000,000 32
To be issued under the Public Offer 31,250,000 35 37,500,000 40
To be issued under the Convertible Note Offer 24,664,063 28 24,664,063 26
To be issued to a Director 2,500,000 3 2,500,000 3
Total 88,414,063 100 94,664,063 100
Options Min. Subscription % Max. Subscription %
On issue as at the date of this Prospectus Nil 0 Nil 0
To be issued under the Convertible Note Offer 12,332,031 58 12,332,031 58
To be issued to promoters 9,000,000 42 9,000,000 42
Total 21,332,031 100 21,332,031 100
Performance Rights Min. Subscription % Max. Subscription %
Issued to Directors & Officers 40,000,000 100 40,000,000 100
Total 40,000,000 100 40,000,000 100

Note: Please see the Disclosure Document for further detailed information relating to capital structure.

Indicative Timetable

Event Date
Closing Date for the Offers 31 July 2018
Allotment Date 3 August 2018
Despatch of holding statements 3 August 2018
Expected date for quotation on the NSX 10 August 2018

Note: The dates shown in the table above are indicative only and may vary subject to the Corporations Act, the Listing Rules and other applicable laws. In particular, the Company reserves the right to vary the Closing Date without prior notice, which may have a consequential effect on the other dates.

Investment Overview

OneAtom 12 Limited is an Australian incorporated public company focussed on commercialising an advanced acid recovery membrane to service the growing industrial environmental clean-up market.

In August 2017, the Company entered into a joint venture agreement with two Chinese registered entities with relevant experience and contacts in the industry to advance the project in a cost effective and time efficient manner.

The Company holds a 60% interest in the JV Company via its wholly owned subsidiary OA12 (China) Pty Ltd.

The following diagram details the corporate structure of the Group:

The Company aims to establish commercial operations manufacturing ion-exchange membranes for the treatment of industrial acidic wastewater in China, through the JV Company, in the three to nine months following the date of this Prospectus.

Since the Company was incorporated in October 2015, the JV Company has signed 4 non-binding letter of intents for potential sales contracts totalling 200,000 sqm.

The JV Company aims to expand production capacity once binding sales contracts are signed and new customers have been identified.

Company and Business Overview

In February 2017, the Company signed a Commercialisation Agreement with Monash University to exclusively use patented intellectual property in the field for use of membranes to separate acid from wastewater.

In April 2017, the Company signed an Australian Research Council Industrial Transformation Research hub agreement (Hub Project Agreement) with Monash University pursuant to which the Company is:

  • developing and commercialising existing background intellectual property held by Monash University, based on a novel way to manufacture ion-exchange membranes; and
  • adding graphene to a polymer ion-exchange membrane technology owned and developed by Monash University,

(together, the Hub Project).

Technology

Background

The Company has an exclusive licence to use patented intellectual property to manufacture ion-exchange membranes to separate acid from waste water through diffusion dialysis (DD).

DD is known as one of the most cost-effective separation technologies for acid recovery.

DD acid recovery using ion-exchange membranes is a unique and potentially breakthrough opportunity.

How an ion-exchange membrane works:

The DD technology has unique advantages, including environmental benignity and low energy consumption.

The background technology has been proven for many years in the field due to operational simplicity, compatibility with small or large plants and economic advantages in terms of capital and operational costs.

For detailed information on how the technology works, please refer to Section 2.4 of the Disclosure Document.

Advantages of the Ion-Exchange Membrane Technology

The potential competitive advantages of the ion-exchange technology include:

  • Achieving the highest industry performance benchmarks in acid permeability and salt rejection;
  • Long-term stability including high chemical and thermal stabilities to satisfy the demands of many production processes, membrane shows a high proton dialysis coefficient and a high separation factor of acid recovery 4 and 5 times greater than that of corresponding values in leading commercial membranes;
  • Demonstrated 7 times faster separation of acids and salt rejection than leading commercial membranes;
  • 3 times increase in acid purity than leading commercial membranes; and
  • Ready for scale-up manufacturing for low-cost, rapid recovery of acid with high purity for many industrial processes including mining waste water treatment.

In the Company's view, the fact that the Company's membrane module requires replacement every 12-24 months presents no cost disadvantage for consumers as it is a standard requirement in other commercial membrane modules.

The Company's current membrane material has a clear edge in performance compared to the other leading commercial membranes in acid recovery.

Planned Development

The membrane being commercialised in China is without graphene which has been a material of interest to the Company.

The ongoing research and development under the Company's participation in the Research Hub for Nanoscience-Based Construction Material Manufacturing has shown great promise and the research team at Monash University, with funding support from the Australian Government, is currently developing an initial range of graphene-based membranes.

The research program is testing the use of graphene to enhance the performance of the ion-exchange membrane.

The graphene adds functionality by fixing graphene nano-sheets to the membranes.

This added functionality has potential to recover valuable commodities from mining tailings and the recycle of reagents used in various industrial processes.

The success of this graphene-based membrane research is anticipated to enable the Company to extract minerals including lithium, copper and gold from industrial waste products and will focus on both local Australian and global opportunities.

Recovering precious metals from mining processors and from recycling lithium ion batteries will be the Company's focus in time.

Initial Market - China

Background

The Company chose China as the initial location to setup operations and commercialise the advanced ion-exchange membrane technology for the following reasons:

  • The current significant environmental problem with waste acid in China (refer to Section 3.2 of the Disclosure Document);
  • The Chinese Central Government has been proactive in tackling the issues caused from industry with a $440 billion program to clean up the sources and impacts from industrial wastewater;
  • China is renowned as a global hub for membrane research, and is host to a wealth of knowledge, not just technical but also in manufacturing the material and in filtration system design;
  • China is a low operating cost environment, with labour costs and utility costs significantly lower than in a country such as Australia; and
  • The Company identified that partners with chemical industry and manufacturing expertise plus with networks of potential customers were available in China to assist with the speed to market of the product.

Potential Chinese Market

Based on the above, the Company identified China as a significant market for membranes that treat acidic waste.

At present in China, the use of ion-exchange membrane to treat waste acid is an advanced technology.

The Company's research has indicated its product's superior performance compared to existing commercial membranes and the Company's view is that considering 50% waste acid will be treated by ion membrane dialysis process, the potential market of this membrane will potentially reach 2.5 million square meters per year.

The Company considers its proposed project to be feasible, and will help improve the current situation in China regarding pollution from acidic waste, resulting in substantial economic and social benefits.

Development Objectives

The membrane is now ready for scale-up manufacturing for low cost, rapid recovery of acid with high purity for many industrial processes including mining waste water treatment.

The initial plant design is for 100,000m2 of annual production of membrane material.

The Company plans to complete production of initial batches of ion-membrane powder by early August 2018, with subsequent casting into ion-membrane sheets and production process testing expected to be completed late August 2018.

Proceeds of the Public Offer

The proceeds of the Public Offer will be utilised to enable the Company to pay:

  • Costs associated with completing a manufacturing facility in China;
  • Further development costs in relation to its graphene enhanced membrane in association with Monash University;
  • Corporate costs and overheads; and
  • General working capital and costs of the Offers.
This deal closed on August 08, 2018