Prospectus

IMPORTANT NOTICE

BEFORE DOWNLOADING, PRINTING OR VIEWING THE PROSPECTUS, PLEASE CAREFULLY READ THIS INFORMATION.

1. OFFER

The Offer contained in this Prospectus is an invitation to acquire fully paid ordinary shares (Shares) in Cott Oil and Gas Ltd (to be renamed, "EHR Resources Limited") ACN 160 017 390 (Company) at $0.07 per Share.

2. LODGEMENT

This Prospectus is dated 30 May 2017 and a copy was lodged with ASIC on that date. None of ASIC, the ASX or their respective officers take any responsibility for the content of this Prospectus or for the merits of the investment to which this Prospectus relates.

Application will be made to ASX within seven days of the date of this Prospectus for the quotation of Shares the subject of the Offer.

3. EXPIRY DATE

The expiry date of the Prospectus is 13 months after the date of this Prospectus.

4. NOTE TO APPLICANTS

This document is important and requires your immediate attention. It should be read in its entirety. You may wish to consult your professional adviser about its contents. It is important that you read this Prospectus carefully and in full before deciding whether to invest in the Company. In particular, in considering the prospects of the Company, you should consider the risk factors that could affect the financial performance of the Company.

The information contained in this Prospectus is not financial product advice and does not take into account the investment objectives, financial situation or particular needs of any prospective investor.

You should carefully consider these risks in light of your investment objectives, financial situation and particular needs (including financial and taxation issues) and seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding whether to invest in the Company. Some of the risk factors that should be considered by prospective investors are set out in Section 3. There may be risks in addition to these that should be considered in light of your personal circumstances.

Except as required by law and only to the extent required, no person named in this Prospectus, nor any other person guarantees the performance of the Company, the repayment of capital by the Company or the payment of a return on the Shares acquired pursuant to this Prospectus.

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

5. OFFER ONLY MADE WHERE LAWFUL TO DO SO

This Prospectus does not constitute an offer or invitation to apply for Shares in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation. No action has been taken to register or qualify the Shares or the Offer, or otherwise to permit a public offering of the Shares, in any jurisdiction outside Australia.The taxation treatment of Australian securities may not be the same as those for securities in foreign jurisdictions.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and any person who comes into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

6. DISCLAIMER

Various statements in this Prospectus may be in the nature of forward looking statements, including statements of current intentions, statements of opinion and predictions as to future events. You should be aware that such statements are not statements of fact and there can be no certainty of outcome in relation to the matters to which the statements relate.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, 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 that could cause actual events or outcomes to differ materially from the events or outcomes expressed or anticipated in these statements. Many of these statements are beyond the control of the Company and the Directors of the Company.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and any variation may be materially positive or negative.

The Directors cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

The Company has no intention of updating or revising forward-looking statements, or publishing prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied upon as having been authorised by the Company or the Directors. No document or information included on the Company's website is incorporated into this Prospectus by reference.

7. EXPOSURE PERIOD

The Prospectus is subject to an exposure period of 7 days from the date of lodgement of the Prospectus with ASIC. This exposure period may be extended by ASIC for a further period of 7 days. The purpose of the exposure period is to allow this Prospectus to be examined by market participants prior to the acceptance of Applications. If this Prospectus is found to be deficient, Applications received during the exposure period will be dealt with in accordance with section 724 of the Corporations Act.

Any Applications received during the exposure period will not be processed until after the expiry of the exposure period. No preference will be conferred on Applications received during the exposure period.

8. ELECTRONIC PROSPECTUS

The Offer constituted by this Prospectus in electronic form is available only to Australian residents accessing the website in Australia.

Persons who access the electronic version of this Prospectus should ensure that they download and read the entire Prospectus.  If unsure about the completeness of this Prospectus received electronically, or a print out of it, you should contact the Company. A paper copy of the Prospectus will be made available for Australian residents free of charge by contacting the Share Registry, on 1300 288 664 (from within Australia) or +61 2 9698 5414 (from outside Australia), between 8:30am and 5:00pm AEST.

Applications for Shares under this Prospectus may only be made on either a printed copy of the Application Form attached to or accompanying this Prospectus or via the electronic application form attached to the electronic version of this Prospectus.

9. TIME

All references to time in the Prospectus refer to the time in Perth, Australia unless stated otherwise.

ACKNOWLEDGEMENT
The information on this website is provided for information purposes only and is subject to change without notice. Nothing contained on this website or in the Prospectus constitutes investment, legal, business, taxation or other advice. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.

By clicking the ‘I CONFIRM’ button below and accessing the Prospectus on this website, you acknowledge that you have read and accept the terms set out in this notice and represent, warrant and agree that:

1. you are a resident of Australia accessing this website from within Australia;
2. you are 18 years of age or over;
3. you are not a resident of the United States nor currently located in the United States;
4. you are not acting for the account nor benefit of a person in the United States or any other foreign person;
5. you will not make a copy of the Prospectus available to, or release or distribute a copy of the Prospectus to, or for the account or benefit of, any person in the United States or in any other place in which, or to any other person to whom, it would be unlawful to do so (Ineligible Persons); and
6. you are not acting as a nominee for, or otherwise for the account or benefit of, any Ineligible Persons.