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ASX Companies Announcements
Monday 13th February 2006
INFORMATION FOR SHAREHOLDERS
PRO-RATA NON RENOUNCEABLE RIGHTS ISSUE
As you may be aware, the Company will shortly be offering to you an opportunity to acquire more shares in the Company pursuant to a pro-rata non renounceable rights issue to shareholders of approximately 80,688,696 ordinary fully paid shares ("Shares") on the basis of one Share for every four Shares held by you at 5.00pm WST on 20 February 2006, at an issue price of 8 cents per Share, to raise approximately $6,455,095 ("Rights Issue"). For very 4 shares subscribed for the subscriber is entitled to receive one free option exercisable at $0.15 per share on or before 30 June 2009. This offer will be made pursuant to a Prospectus and if you wish to participate in the Rights Issue, you will need to complete the Entitlement and Acceptance Form that will accompany that Prospectus.
A copy of the Prospectus has been lodged with ASX and is available on the ASX website and the Company's website and will be despatched to persons holding shares as at the Record Date of 20 February 2006.
Pursuant to the Listing Rules of the Australian Stock Exchange Limited (“Listing Rules”), the Company is required to provide to you certain information before proceeding with the Rights Issue. This letter contains all the information required by Appendix 3B of the Listing Rules.
1. Up to a maximum of 80,688,696 Shares and 20,172,174 Options will be issued pursuant to the Rights Issue (assuming no existing options are exercised).
2. The Shares rank equally in all respects from the date of allotment with the existing class of quoted Shares.
3. The issue price of the Shares will be 8 cents each.
4. The Company will apply for quotation of the Shares and Options issued pursuant to the Rights Issue on the official list of the ASX.
5. The funds raised by the Rights Issue will be used to fund ongoing exploration activities and supplement working capital. Full details of the intended use of funds are set out in the Prospectus.
6. The securities will be entered into uncertificated holdings or dispatch of certificates on 13 March 2006.
7. The total number and class of all securities quoted on ASX (including the maximum number of Shares to be issued in the Rights Issue on an undiluted basis – ie. assuming none of the Company's options are exercised) is as follows:
Number
Class
402,832,230
Ordinary shares
20,172,174
Options
8. The following are the securities of the Company not quoted on ASX:
Options
Number
Class
Paid to
$ Unpaid
1,440,000
Ordinary partly paid shares
0.01 cents
11.99 cents
9,050,000
Ordinary partly paid shares
0.01 cents
4.99 cents
4,500,000
Ordinary partly paid shares
0.01 cents
9.999 cents
2,850,000
Ordinary partly paid shares
0.01 cents
10.999 cents
450,000
Ordinary partly paid shares
0.01 cents
12.999 cents
7,290,000
Ordinary partly paid shares
0.01 cents
8.99 cents
6,500,000
Ordinary partly paid shares
0.01 cents
6.49 cents
Options
Number
Class
Exercise Price
$ Contribution on Exercise
400,000
Options over ordinary shares expiring 26 January 2011.
10 cents
40,000
9. The Company currently has no dividend policy.
10. No shareholder approval for the Rights Issue is required.
11. The Rights Issue is non-renounceable.
12. The Shares in the Rights Issue will be offered on the basis of one Share for every four Shares held by the shareholder on 5.00pm WST on 20 February 2006.
13. The offer under the Rights Issue relates to ordinary fully paid shares in the capital of the Company.
14. The record date to determine entitlements is 20 February 2006.
15. Holdings on different registers (or subregisters) will be aggregated for calculating entitlements.
16. In determining the entitlement of shareholders, any fractional entitlement will be rounded down to the nearest whole number.
17. The Company will not be sending an offer under the Rights Issue to any security holders in the United States or Canada.
In compliance with Listing Rule 7.7.1 of the ASX Listing Rules, the Company has decided that it is unreasonable to make the offer to security holders in the United States and Canada having regard to each of the following:
• the number of security holders in the United States and Canada;
• the number and value of the securities to be offered to security holders in the United States and Canada; and
• the cost of complying with the legal requirements and requirements of regulatory authorities in the United States and Canada.
The Company will send to each of the security holders in the United States and Canada details of the offer and advise them that the Company will not be making the offer to them.
18. The closing date for receipt of acceptances is 5.00pm WST 10 March 2006.
19. The Rights Issue is not underwritten.
20. There is no broker to the Rights Issue.
21. Brokers will receive no handling fee for acceptances lodged by them on behalf of security holders.
22. The Prospectus for the Rights Issue and the accompanying Entitlement and Acceptance Form will be sent to you on 24 February 2006.
23. Existing option holders may participate in the Rights Issue upon exercise of their options. The Company will send a notice to option holders by no later than 15 March to notify option holders of their right to participate in the Rights Issue upon exercise of their options.
24. The latest date for despatch of certificates or entry of the securities into your security holdings is 20 March 2006.
The above information was provided to the ASX on 10th February 2006.
If you have any queries regarding your entitlement or participation in the upcoming Rights Issue, please do not hesitate to contact Peter Munachen or Ernie Myers on 08 9227 3260.
Yours sincerely
E A Myers
Company Secretary
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