2008 Announcements
13 May
ARX EXECUTES A HEADS OF AGREEMENT FOR A FARM-OUT OF THE CIBALIUNG GOLD PROJECT
Austindo Resources Corporation NL ("Austindo" or the "Company") is pleased to announce that it has entered into a binding Heads of Agreement with East Asia Minerals Corporation ("EAS") for a farm-out of the Cibaliung Gold Project in Indonesia ("Cibaliung" or the "Project").
The farm-out is conditional upon entering into a definitive Acquisition and Farm-In Agreement on or about 28 May 2008 as well as various approvals including, if necessary, Austindo shareholder approval. The key terms of the farm-out are summarised as follows:
- EAS to contribute US$35 million directly into the Project. For this contribution, EAS will earn a 71.8% interest in the Project, and become the Project manager.
- In addition, EAS is to assume responsibility for all debt obligations of the Project, which have an outstanding principal amount of US$15 million.
- The funds contributed by EAS will be applied to advance the Project to positive cash flow, estimated to occur in the 2nd half of 2009, and to near mine exploration with the aim of delineating further reserves and resources.
- In conjunction, the ANZ is to agree to delay commencement of delivery into the hedge book.
This result is the culmination of an extensive process that was announced in early March 2008 to secure a farm-in partner for the Project. Importantly, it provides Cibaliung with much needed funds to complete development and in due course capitalise on significant exploration potential near mine, with the intention to possibly increase mine life or throughput or both.
AUSTINDO'S STRATEGY FOR ADDING VALUE THROUGH FOCUS ON EXPLORATION IN INDONESIA
Following completion of the farm-out, Austindo will focus on its demonstrated exploration strengths in Indonesia with an emphasis on the discovery of high-grade epithermal gold-silver resources on the Company's other tenements in Java. The farm-out provides Austindo with an excellent opportunity to refocus and add value for shareholders by leveraging off its skill set and resultant asset portfolio, whilst significantly diversifying its risk profile and relieving it and its shareholders of the need to provide further significant capital for the Cibaliung Project. To further complete this transformation, Austindo is also currently seeking to change its name and consolidate the shares on issue at the upcoming Annual General Meeting.
Austindo's Managing Director Mr. John Carlile said "With Cibaliung substantially funded through to positive cash flow and under the operating management of EAS, Austindo is now in a position to redirect its core skills and experience to its other high quality exploration assets in Indonesia, whilst maintaining a significant interest in gold production at Cibaliung. The Company is looking forward to recommencing exploration activities, particularly at Trenggalek and Pekalongan, as well as pursuing new exploration opportunities with the objective of discovering and proving up new resources".
It is envisaged that, going forward, the revitalised Company will have:
- A significant (non-operator) interest in a gold mine nearing production, where it is estimated that no or minimal additional contributions will be required. Furthermore, the Project will benefit from the strong skills and vision of the new manager, EAS;
- A prospective exploration portfolio in Indonesia, including the Trenggalek and Pekalongan KPs, which will now become the focus of the Company. Austindo expects the current exploration portfolio, along with other potential prospects currently identified, to generate new project opportunities for the Company in the future;
- A strategic alliance with Anglo American Group to explore for large copper/gold porphyry deposits in the Province of West Papua in Indonesia. Together with Anglo, Austindo believes that these areas are highly prospective for large copper gold porphyry deposits;
- A new name, being Arc Exploration Limited; and
- Shares on issue of around 149.8 million, rather than the unworkable 7.5 billion at present, following a 50 for 1 consolidation.
Austindo believes that its current exploration portfolio has outstanding potential, and that there remains significant value to be unlocked for shareholders. The farm-out allows Austindo to redirect its efforts to unlocking this value, and provides the means by way of future cash flows from Cibaliung.

Trenggalek Project, East Java (ARX - 95%)
The Company commenced exploration work on the 17,586 ha tenement in mid-2006 and has conducted prospecting and mapping over the northern half of the tenement. The project area comprises prospective Oligocene-Miocene age volcano-sedimentary rocks similar to those at Cibaliung. Previous exploration in the late 1990's found high-grade float and traced it to narrow epithermal quartz vein outcrops at the Kojan, Buluroto and Sentul prospects. The very encouraging results from sampling of these veins together with results from vein-float found in our recent work suggest the presence of multiple high-grade quartz vein sources within the tenement.
The aim of future exploration is to test the known veins, locate additional veins indicated by float and then to drill test them at the earliest opportunity. All permitting necessary to allow drilling to proceed is in place.
Pekalongan Project, Central Java (ARX - 95%)
The Company commenced exploration work on the 5,618 ha tenement in early 2006 and has conducted prospecting and mapping over the eastern side of the tenement. Similar to Trenggalek, the project area comprises prospective volcano-sedimentary rocks.
Previous exploration in the 1990's found high-grade vein-gold float surrounded by zones of low-grade gold-silver-lead mineralisation in quartz stockwork at the Kuning Prospect. Exploration will continue to investigate the tenement for high-grade vein-gold targets and aim to advance the project to a scout drilling phase with subsequent follow up drilling if justified by results.
Aisasjur Project, Papua - Anglo Strategic Alliance (ARX - 20%)
The Company has a 20% interest in a strategic alliance with the Anglo American Group ("Anglo") to explore for large copper/gold porphyry deposits in Papua. The Company's interest is fully funded by Anglo through to a development decision.

The first project identified, Aisasjur, covers an area of 9,486 hectares on the Bird's Head peninsula of West Papua Province. The project area lies within one of Indonesia's young Tertiary volcano- plutonic arcs and is prospective for both porphyry copper-gold and epithermal gold mineralisation styles.
Eight holes were recently drilled by Anglo for a total of 3,347.9 m on the Aisasjur Prospect. Low-grade copper-gold mineralisation associated with broad zones of alteration and stockworking was intersected in one of the holes and indicates the presence of a blind porphyry system. The encouraging results of this program are the basis for a proposed follow-up drilling program. All exploration at Aisasjur is funded by Anglo.
ABOUT EAST ASIA MINERALS CORPORATION
East Asia Minerals is an Asian-based, Canadian mineral exploration company with gold and copper exploration properties in Indonesia, and uranium exploration properties in Mongolia. In Indonesia the Company has a 70 to 85% interest in six advanced gold and gold-copper properties located in Aceh Province, Sumatra, and Sangihe Island, North Sulawesi. The Company owns ten uranium properties, including the advanced Ingiin-Nars, Ulaan Nuur and Enger uranium projects, and a 75% interest in the Khok Adar copper oxide discovery in Mongolia. East Asia currently has 55,645,372 shares outstanding. Its shares are listed for trading on the TSX Venture Exchange under the symbol "EAS".
KEY TERMS OF THE CIBALIUNG FARM-OUT
The key terms to be contained in the definitive Acquisition and Farm-in Agreement, as detailed in the Heads of Agreement are contained below:
- EAS agrees to invest US$35 million cash to earn a 71.8% direct interest in the Project. Such payment is to be compose of three tranches, being:
- The first tranche of US$5 million, which will be paid upon execution of the Acquisition and Farm-in Agreement, subject to and conditional on the ANZ agreeing to a restructure of the debt and hedging. The first tranche is to be refundable in certain instances, including PT Antam TBK ("Antam") exercising its pre-emptive right and Austindo not receiving shareholder approval for the farm-out.
- The second tranche of US$20 million, which will be paid upon Completion, being the last date upon which the last condition precedent is satisfied.
- The third tranche of US$10 million, which will be paid on an as needs basis, but by no later than 31 December 2008. At Completion EAS will provide Austindo with an irrevocable and unconditional bank guarantee in respect of the payment of this third tranche. In the event the bank guarantee is not paid by the bank, EAS's interest in the Project will be reduced in proportion to its contribution.
- EAS to assume management responsibilities from the date of payment of the first tranche of US$5 million pursuant to the terms of the Acquisition and Farm-in Agreement.
- EAS to assume responsibility for all debt obligations of the Project as at the date of Completion. The debt is currently comprised of a primary facility of US$13 million and a US$2 million over-run facility.
- Austindo and EAS agree to negotiate with the ANZ, as the financier of the Project, to restructure the existing debt and hedging. In this regard, it is contemplated that ANZ would be requested to roll over the earlier hedge contracts on current market terms and delay any principal debt repayments scheduled to occur prior to positive cash flow.
- Conditions precedent to Completion include:
- Antam not exercising its pre-emptive right;
- All necessary approvals being obtained including Austindo shareholder approval if required by ASX;
- Existing shareholders in the Project joint venture vehicle consenting to the issue or transfer of shares to EAS; and
- No material adverse effect or material breach of the agreements.
- Conditions subsequent to Completion:
- Badan Koordinasi Penanaman Modal approval, being the entity responsible for laws in relation to foreign investment in Indonesia; and
- Executing an Amended Joint Venture Agreement over the Project.
- Parties to use best endeavours to achieve Completion within 45 days of execution of the Acquisition and Farm-in Agreement.
- Common representations and warranties will be provided by Austindo to EAS.
As part of the Heads of Agreement, Austindo and EAS have agreed to use best endeavours to execute an Acquisition and Farm-in Agreement by 28 May 2008. If a party terminates the Heads of Agreement, a break fee of US$875,000 will be payable, except in certain instances including if Antam executes its pre-emptive right or if title over the Projects can not be evidenced or is not in good standing. Additionally, EAS may terminate the Heads of Agreement without paying the break fee if it is dissatisfied with the base case financial model that is currently being revised for the purposes of restructuring the debt and hedging, as discussed above.
TIMETABLE
The indicative timetable of the farm-in is as follows:
| - Execution of binding Heads of Agreement |
13 May 2008 |
| - Execution of definitive Acquisition and Farm-in Agreement |
On or about 28 May 2008 |
| - Payment of first US$5 million tranche |
On or about 28 May 2008 |
| - Austindo shareholder meeting to approve farm-in1 |
Around 30 June 2008 |
| - Completion |
Around 15 July 2008 |
1. If required by the ASX
For further information please contact:
Andrew J. Cooke
Company Secretary
Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au
05 May
APPENDIX 3Y - CHANGE OF DIRECTOR'S INTEREST NOTICE - BRUCE WATSON
PDF File (148K)
05 May
APPENDIX 3Y - CHANGE OF DIRECTOR'S INTEREST NOTICE - JOHN CARLILE
PDF File (148K)
21 April
RIGHTS ISSUE COMPLETED RAISING $13.1 MILLION
Austindo Resources Corporation NL (“ARX” or the “Company”) is pleased to confirm the following details in respect of its Rights Issue which closed on 16 April 2008.
The Rights Issue was underwritten by Australia and New Zealand Banking Group Limited (ANZ) to the extent of $10,908,695.
The details of allotment of shares effected today are summarised as follows:

For further information please contact:
Andrew J. Cooke
Company Secretary
Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au
21 April
Notice of Annual General Meeting
and Explanatory Statement
2007 Annual Report:
http://www.austindoresources.com.au/2007AnnualReport.html
THIS IS AN IMPORTANT DOCUMENT
AND REQUIRES YOUR ATTENTION
This document does not take into account your individual
circumstances. If you are in doubt about how to deal with it, please
consult your financial or other professional adviser.
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10.30 a.m.
Tuesday, 20 May 2008
Oaks on Collins
480 Collins Street, Melbourne
Austindo Resources Corporation NL
ACN 002 678 640 |
Notice of Annual General Meeting
NOTICE is given that the Annual General Meeting of the Company will be held at Oaks on Collins, 480 Collins Street, Melbourne, Victoria at 10.30 a.m. on Tuesday, 20 May 2008.
ORDINARY BUSINESS
| 1. |
Receipt of the Company's Financial Report for the year ended 31 December 2007
Receipt of the Company's Financial Report and the Directors' Report and the Auditor's Report for the year ended 31 December 2007.
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| 2. |
Remuneration Report
To consider and, if thought fit, pass the following Resolution:
"That the Remuneration Report in the Company's Annual Report be adopted."
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| 3. |
Re-elect Mr Bruce Watson as a Director of the Company
To re-elect Mr Bruce Watson as a Director of the Company, who retires in accordance with the Constitution of the Company, and being eligible, offers himself for re-election.
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| 4. |
Re-elect Mr George Tahija as a Director of the Company
To re-elect Mr George Tahija as a Director of the Company, who retires in accordance with the Constitution of the Company, and being eligible, offers himself for re-election. |
SPECIAL BUSINESS
| 5. |
Approve a Consolidation of Capital
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:
"That for the purposes of section 254H of the Corporations Act 2001, and for all other purposes, every fifty (50) fully paid ordinary shares issued by the Company be consolidated into one (1) fully paid ordinary share of the Company and that the entitlements under all Convertible Notes and Options issued by the Company be consolidated on the same basis of 50 to 1."
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| 6. |
Approve a Change in the type of Company from NL to Limited
To consider and, if thought fit, pass the following resolution as a special resolution of the Company:
" That for the purposes of section 162(1) of the Corporations Act 2001, and for all other purposes, the Company change from a public no liability company to a public company limited by shares."
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| 7. |
Adopt a new Constitution
To consider and, if thought fit, pass the following resolution as a special resolution of the Company:
" That for the purposes of section 136 of the Corporations Act 2001, and for all other purposes, with effect on and from the date on which the change in the Company's type from a public no liability company to a public company limited by shares pursuant to section 162(1) of the Corporations Act 2001 (Cth) becomes effective, the Company's current Constitution be repealed and a new Constitution in the form of the Constitution marked with the letter "A" and tabled at this meeting and summarised in the Explanatory Statement annexed to and forming part of this Notice of Meeting be adopted."
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| 8. |
Approve a Change of Name to Arc Exploration Limited
To consider and, if thought fit, pass the following resolution as a special resolution of the Company:
"That for the purposes of section 157 of the Corporations Act 2001, and for all other purposes, with effect on and from the date on which the change in the Company's type from a public no liability company to a public company limited by shares pursuant to section 164(6) of the Corporations Act 2001 (Cth) becomes effective, the name of the Company be changed to Arc Exploration Limited."
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| 9. |
Approve the Grant of Options to Mr John Carlile (Managing Director)
To consider and, if thought fit, pass the following as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 of the Listing Rules of the Australian Securities Exchange and all other purposes, the Company be authorised to issue to Mr John Carlile a total of thirty two million (32,000,000) options (pre-consolidation) to purchase fully paid ordinary shares in the capital of the Company, on the terms and for the purposes set out in the Explanatory Memorandum annexed to and forming part of this Notice of Meeting."
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| 10. |
Approve the Grant of Options to Mr Bruce Watson (Non-Executive Director)
To consider and, if thought fit, pass the following as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 of the Listing Rules of the Australian Securities Exchange and all other purposes, the Company be authorised to issue to Mr Bruce Watson a total of sixteen million (16,000,000) options (pre-consolidation) to purchase fully paid ordinary shares in the capital of the Company, on the terms and for the purposes set out in the Explanatory Memorandum annexed to and forming part of this Notice of Meeting."
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| 11. |
Approve the Grant of Options to Mr George Tahija (Non-Executive Director)
To consider and, if thought fit, pass the following as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 of the Listing Rules of the Australian Securities Exchange and all other purposes, the Company be authorised to issue to Mr George Tahija a total of sixteen million (16,000,000) options (pre-consolidation) to purchase fully paid ordinary shares in the capital of the Company, on the terms and for the purposes set out in the Explanatory Memorandum annexed to and forming part of this Notice of Meeting."
The company will disregard any votes cast on Resolutions 9, 10 and 11 by:
- Mr John Carlile, Mr George Tahija and Mr Bruce Watson and any of their respective associates.
However, the Company need not disregard a vote if:
- it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
- it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
Dated at Sydney, on the 17thth day of April 2008
By order of the Board
Andrew J. Cooke
Company Secretary
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2007 Annual Report:
The 2007 Annual Report is available on the Company's Website:
www.austindoresources.com.au
and
http://www.austindoresources.com.au/2007Annual Report.html
Proxies
- A shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy or not more than two proxies to attended and vote instead of the shareholder.
- Where two proxies are appointed:
(i) a separate proxy Form, should be used to appoint each proxy;
(ii) the Proxy Form may specify the proportion, or the number, of votes that the proxy may exercise, and if it does not do so the proxy may exercise half of the votes.
- A shareholder can appoint any other person to be their proxy. A proxy need not be a shareholder of the Company. The proxy appointed can be described in the Proxy Form by an office held eg "the Chair of the Meeting".
- In the case of shareholders who are individuals, the Proxy Form must be signed:
(i) if the shares are held by one individual, by that shareholder;
(ii) if the shares are held in joint names, by any one of them.
- In the case of shareholders who are companies, the Proxy Form must be signed:
(i) if it has a sole director who is also sole secretary, by that director (and stating the fact next to, or under the signature on the Proxy Form);
(ii) in the case of any other company by either two directors or a director and secretary.
The use of the common seal of the company, in addition to those required signatures, is optional.
- If the person signing the Proxy Form is doing so under a power of attorney, or is an officer of a company outside those referred to above but authorised to sign the Proxy Form, the power of attorney or other authorisation (or a certified copy of it), as well as the Proxy form, must be received by the Company by the time and at the place specified below.
- A Proxy Form accompanies this notice. To be effective, Proxy Forms (duly completed and signed) must be received by the Company:
(i) by facsimile on +61 8 8236 2305or
(ii) at the Company's Share Registry :
Computershare Investor Services
GPO Box 242 Melbourne
Victoria 3001 Australia
no later than 48 hours before the time for the holding of the meeting.
SHAREHOLDERS WHO ARE ENTITLED TO VOTE
In accordance with the Corporations Act 2001 (Cth), the directors have determined that a person's entitlement to vote at the meeting will be the entitlement of that person set out in the register of members as at 7.00pm on 18 May 2008.
AUSTINDO RESOURCES CORPORATION NL
(ACN 002 678 640)
EXPLANATORY STATEMENT
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IMPORTANT NOTICE
This Explanatory Statement contains an explanation of, and information about, each of the resolutions to be considered at the Annual General Meeting. It is given to Austindo Resources Corporation NL's Shareholders to help them determine how to vote on the matters set out in the accompanying Notice of Meeting.
Shareholders should read this Explanatory Statement in full, because individual Sections may not give a comprehensive review of the proposals contemplated in this Explanatory Statement. This Explanatory Statement forms part of the accompanying Notice of Meeting and should be read with the Notice of Meeting.
Words or expressions used in the Notice of Meeting and in this Explanatory Statement are defined in the Glossary.
If you are in doubt about what to do in relation to the proposal, you should consult your financial or other professional adviser.
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ORDINARY BUSINESS
| 1. |
Financial Report - Year ended 31 December 2007
The Corporations Act requires the financial report (which includes the financial statements and the directors' declaration), the directors' report and the auditor's report to be laid before the Annual General Meeting. There is no requirement either in the Corporations Act or in the Constitution of the Company for Shareholders to approve the financial report, the directors' report or the auditor's report. Shareholders attending the Annual General Meeting will be given a reasonable opportunity to ask questions about, or make comments on, the financial report.
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| 2. |
Resolution 2 - Remuneration Report
The Directors' Report for the year ended 31 December 2007 contains a Remuneration Report which sets out the policy on remuneration of the directors of the Company and specified executives on the Company.
The Corporations Act requires that a resolution be put to the vote that the Remuneration Report be adopted. The Corporations Act expressly provides that the vote is advisory and does not bind the directors of the Company.
Shareholders attending the Annual General Meeting will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.
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| 3. |
Resolution 3 - Re-election of Bruce Watson
Mr Watson is the Managing Director of Cubic Corporate Advisory Pty. Limited and was previously Head, Corporate Advisory & Equities at Westpac Institutional Bank and prior to that a founding director of Grant Samuel & Associates Pty. Limited. Mr Watson has a diverse and comprehensive background across the Australian banking and investment community and a high level of technical capability within the core areas of legal and financial structuring. Mr Watson was also formerly a director of Austindo from 1998 until April 2001.
Mr Watson was appointed as a Director of the Company on 3 April 2005 and as Non-Executive Chairman on 23 June 2005. Mr Watson is also a member of the Audit Committee. He holds degrees in Commerce and Law.
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| 4. |
Resolution 4 - Re-election of George Tahija
Mr Tahija is the President Director of the Austindo Group of Indonesia and is also a Commissioner of Freeport Indonesia. His qualifications include a BSc. in Mechanical Engineering from Trisakti University, Jakarta, Indonesia and an MBA from the University of Virginia, USA. He has extensive involvement in the principal activities of the Austindo Group of Indonesia which include financial services, agribusiness and exploration and mining.
Mr Tahija was appointed as a Director of the Company on 3 March 1998. |
SPECIAL BUSINESS
| 5. |
Approve a Consolidation of Capital
Resolution 5 seeks to consolidate the Company's share capital in a ratio of 1 new share for every 50 existing fully paid ordinary shares. Following completion of the Rights Issue which closes on 16 April 2008 the Company will have in the order of 7,488,086,564 ordinary fully paid shares on issue. If Resolution 5 is passed, this will result in the number of issued securities of the Company reducing to approximately 149,761,731 ordinary fully paid shares and individual holdings will be consolidated accordingly. Convertible Notes and Options will be reduced on the same consolidation ratio of 1 for 50. For fractions, shares will be rounded up on or down to the nearest whole share.
This proposal requires shareholder approval by ordinary resolution in accordance with Section 254H of the Corporations Act.
Compared to its peers listed on the ASX, the Company currently has an abnormally high number of shares on issue relative to its market capitalisation. The Board believes that the share consolidation will establish a lower number of shares on issue and a share price that is more appropriate for a listed entity of its size.
As the consolidation applies equally to all shareholders (subject only to the rounding of fractions), ti will have no material effect on the percentage interest of each shareholder. Furthermore, the aggregate value of each shareholders proportional interest in the Company should not materially change as a result of the consolidation.
Theoretically, the per share market price of each share following the consolidation should increase by a factor of 50 times the current prevailing share price. In reality, the actual effect on the per share market price will depend on a range of factors and the market price following consolidation may be higher or lower than the theoretical post-consolidation price.
The timetable for the proposed consolidation is set out below. Subject to shareholder approval, the proposed consolidation will take effect from the date of the shareholder meeting, being 20 May 2008.
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Shareholder Meeting + Notify ASX of Result of Meeting.
Last day for trading of pre-consolidated shares.
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20 May 2008
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Trading in consolidated shares starts on a deferred settlement basis.
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21 May 2008
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Last day for Company to register transfers on a pre-consolidation basis
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27 May 2008
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First day for Company to send notice to each security holder advising details including number of shares held before and after consolidation
First day for Company to register holding on a post-consolidation basis and first day for issue of holding statements
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28 May 2008
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Deferred settlement trading of consolidated shares ends.
Last day for the Company to send notice to each security holder advising details including number of shares held before and after consolidation.
Last day for Company to register holding on a post-consolidation basis
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3 June 2008
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The Directors believe that the consolidation is fair and reasonable to the Company's shareholders as a whole, and that it will not prejudice the Company's ability to pay its creditors. The consolidation will have no tax implications for security holders whose securities have been consolidated.
The Board unanimously recommends that shareholders vote in favour of this resolution.
| 6. |
Approve a Change in the type of Company from NL to Limited
Since the abolition of par values for shares there is no benefit to the Company in continuing as a no liability Company.
Furthermore, limited liability companies are better understood by the investment community, both within Australia and particularly overseas and are generally better understood by third parties dealing with the company.
Accordingly, the Directors believe that it is appropriate for the Company to convert from a no liability company to a limited liability company and unanimously recommend that Shareholders vote in favour of this resolution.
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| 7. |
Adopt a New Constitution
In order for the Company to convert from a no liability company to a limited liability company it would be necessary for it to substantially amend its Constitution.
Rather than amending the Company's existing Constitution the Directors consider that it is appropriate to take this opportunity to adopt a new constitution which reflects current law and practice. A copy of the proposed new constitution may be viewed at the Company's website of www.arx.net.au and a copy will also be available for inspection at the meeting. A summary is attached to his Explanatory Statement as Attachment "A".
The Board unanimously recommends that Shareholders vote in favour of the Resolution.
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| 8. |
Approve a Change of Name to Arc Exploration Limited
The Company is seeking to identify a farm-in partner to participate in the final phase of developing the Cibaliung Gold Project. It is contemplated that the farm-in partner will effect the major portion of the remaining development expenditure through to positive cashflow for which the farm-in partner will earn a direct equity interest in the Cibaliung Gold Project.
As a consequence the Board considers that the Company's future growth and development will revolve around its exploration in Indonesia - and in particular for high-grade low-sulphidation epithermal gold-silver structures along the highly prospective Sunda-Banda magmatic arc that extends through Java.
As it is proposed that the Company will to consolidate its share capital and change its corporate structure as described above (refer resolutions 5, 6 and 7) and will focus on exploration rather than development, the Board considers it appropriate to relaunch the Company with a more appropriate name that relates more to its future in exploration.
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| 9. |
Resolutions 9, 10 & 11 - Approve the Grant of Options to the Managing Director and Non-Executive Directors.
The issue of options to Mr John Carlile (Managing Director) and to Mr Bruce Watson, and Mr George Tahija (non-executive directors) is designed to align the interests of these parties with those of the Company and its shareholders and is intended to provide incentive for each of them to further enhance the growth and value of the Company.
The Directors consider that the terms of the Options would be reasonable in the circumstances if the Company were dealing with the Directors at arms length.
Corporate Governance
The options to be issued to the Managing Director are in addition to the remuneration package payable by the Company to him. The ASX Corporate Governance Council Corporate Governance Principles and Recommendations (Box 8.1) recognise that most executive remuneration packages will involve a balance between fixed and incentive pay. The options granted to the Managing Directors constitute equity-based remuneration. The Board believes that these options are an effective tool to provide incentive to the Managing Director and to also promote the interests of the Company and its shareholders.
The options to be issued to the non-executive directors are in addition to the Directors Fees payable by the Company to each of them. The Board acknowledges that the issue of options to non-executive directors is a departure from the ASX Corporate Governance Corporate Governance Principles and Recommendations (Box 8.2). Nevertheless, the Board considers the issue of the options to non-executive directors to be an effective means to compensate non-executive directors more adequately at no cash cost to the Company, allowing it to constrain the levels of fees otherwise payable to non-executive directors and to attract suitably skilled and qualified persons to become and remain members of the Board, particularly in view of the increased responsibilities that arise as the Company advances the Cibaliung Gold Project towards gold production.
Options on identical terms have also been offered to management, senior executives and officers of the Company to also align the interests of these parties with those of the Company and its shareholders and to provide incentive for each of them to further enhance the growth and value of the Company. Accordingly, the Board considers that the terms of the Options would be reasonable in the circumstances if the Company were dealing with each Director at arms length.
Terms and Conditions of the Options
- Each option entitles the holder to subscribe for one ordinary share in the Company at a price of 1.0 cent being a 20% premium over the Volume Weighted Average Price of shares in the Company for the 10 days trading on the ASX prior to 13 March 2008 (being the date on which the details of the Options were determined).
- The options will be issued for no consideration.
- The options will have a grant date of 20 May 2008.
- The options will have an expiry date of 12 March 2013.
- The Company will not apply to the ASX for official quotation of the options but will apply for granting of official quotation of shares issued pursuant to exercise of the options.
- Shares issued on the exercise of the options will rank equally with the then existing issued ordinary shares in the Company.
- In the event of any reorganisation (including reconstruction, consolidation, subdivision, reduction or return) of the issued capital of the Company, the options will be reorganised as required by the ASX Listing Rules, but in all other respects the terms of exercise will remain the same. In the event of the Company effecting a Rights Issue at a discount the exercise price of the options shall be adjusted in accordance with ASX Listing Rules.
- Holders of options will not be entitled to participate in new issues of capital which may be offered to shareholders during the currency of the options without exercising their options.
- If a takeover bid is made for the shares of the Company then, at any time during the Takeover Period, the option holder may exercise each option at the exercise price, despite the fact that either it is then outside an exercise period specified in the option or a performance hurdle specified in the option has not yet been satisfied. "The Takeover Period" is from the start of the offer period until one month after the end of the offer period.
- If the Company elects to sell the underlying asset or a holding company relating to any of the projects referred to in the table of performance based triggers below, the option holder may exercise each option at the exercise price, despite the fact that either it is then outside an exercise or vesting period specified in the option. The period in which the options holder may exercise options is from the date that the agreement to sell is entered into until one month after the completion of the sale.
- The options for the Managing Director shall not vest until 14 January 2009, being 12 months from the Commencement Date specified in the Managing Directors Employment Agreement. The options for the Managing Director shall not expire by reason of the Managing Director ceasing employment after the initial term of his Employment Agreement or by reason of the Managing Director ceasing to be a Director of the Company for any reason. In the event that the Managing Director's employment is terminated without cause by the Company prior to the expiry of the initial term of his Employment Agreement then the options shall vest in full upon termination. In the event that the Managing Director's employment is terminated with cause by the Company prior to the expiry of the initial term of his Employment Contract then a pro-rata proportion of the options shall vest for the period that the Managing Director was employed relative to the initial term.
- 50% of the options for the Non-Executive Directors shall vest upon the Company achieving first gold pour from the Cibaliung Gold Project. The remaining 50% of options for Non-Executive Directors vest upon the Company achieving positive cash flow from the Cibaliung Gold Project. The options for the Non-Executive Directors shall expire by reason of them resigning as a Director of the Company. However, if following a change in control of the Company, or of the Cibaliung Gold Project (whereby a person (and its associates) acquires in excess of 30% of the Shares in the Company or of the Cibaliung Gold Project) the Options shall vest.
Directors Interests and Recommendations
Each of the Directors named in resolutions 9-11 has an interest in the outcome of the resolution in which they are named by reason of the benefit that they will receive if each relevant resolution is passed, and therefore declines to make a recommendation to shareholders in relation to that resolution.
Your Directors (other than John Carlile) recommend that members vote in favour of Resolution 9. Your Directors (other than Mr Watson) recommend that members vote in favour of Resolution 10. Your Directors (other than Mr Tahija) recommend that members vote in favour of Resolution 11.
Other Information that is reasonably required by the shareholders to make a decision and that is known to the Company or any of its Directors
If all of the Options to be issued under Resolutions 9-11 are exercised and no further shares are issued by the Company in the meantime, the total number of ordinary fully paid shares issued would increase by 64,000,000 to 7,552,086,564 (post Rights Issue and the newly issued shares would comprise 0.85% of the issued shares at that time and thus diluting the shareholding of existing shareholders by approximately 0.85% on an undiluted basis.
The following table sets out the current entitlement (both directly and indirectly) of the Directors to ordinary fully paid shares in the Company and their entitlement if they exercised all of the Options referred to in Resolutions 9-11, and no other shares are issued by the Company. The final column shows the % interest of Directors assuming that all of the listed ARXO options (with an exercise price of 1.5 cents) have also been exercised.
|
Director
|
No. of Shares
(current)
|
No. of Shares
(post resolutions
and post exercise)
|
% of
Issued Capital
(post resolutions
and post exercise)
|
% of
Issued Capital
(post resolutions
and post exercise)
+
Post exercise of all
listed ARXO Options
|
John Carlile
|
46,454,333
|
78,454,333
|
1.04%
|
0.99%
|
Bruce Watson
|
18,000,000
|
34,000,000
|
0.45%
|
0.43%
|
George Tahija
|
529,873,783
|
545,873,783
|
7.23%
|
6.87%
|
In addition, the following table sets out the current entitlement (both direct and indirect) of the Directors to existing options (both listed and unlisted) over fully paid shares in the Company.
Director
|
No. of Options
(current)
|
John Carlile
|
3,675,531
|
Bruce Watson
|
2,900,015
|
George Tahija
|
16,233,765
|
Details of other remuneration received by the Directors during the financial year ended 31 December 2007 and disclosed in the 2007 Annual Report are as follows:
2007
Name
|
Directors Fees
$
|
Superannuation
$
|
Options
(d)
$
|
Total
$
|
Bruce Watson (a)
|
45,000
|
4,050
|
7,310
|
56,360
|
John Carlile (b)
|
30,000
|
-
|
-
|
30,000
|
George Tahija (c)
|
-
|
-
|
-
|
-
|
(a) Consulting fees of $370,800 were paid or payable to Cubic Corporate Advisory Pty Limited, of which Mr Watson is Managing Director.
(b) Consulting fees of $24,163 were paid or payable to Mr Carlile.
(c) Mr Tahija has waived his entitlement to directors' fees, and no amounts were paid to Mr Tahija for the provision of his services during the year.
(d) The fair value of options at issue date was determined by the Directors having regard to an independent valuation completed by WHK Corporate Advisory Limited in accordance with AASB2 "". Share-based Payment
The lowest and highest price of shares in the Company in the past 12 months on the ASX was 0.7 cents on 2, 3 and 7 April 2008 and 2.1 cents on the 18 day of April 2007 respectively.
The closing price of shares in the Company on 15 April 2008, the last trading day before the Notice of Annual General Meeting and Explanatory Statement were finalised was 0.7 cents.
It is a requirement of ASIC that a dollar value be placed on the Options to be issued in these circumstances. The Binomial option price calculation method has been used to value the Options. In determining the value of the Options, the following inputs have been assumed:
|
Managing Director
|
Non-Executive
|
Consideration for grant
|
Nil
|
Nil
|
Vesting
|
14 January 2009
|
Tranche 1: - 50% upon gold production
Tranche 2: - 50% upon +ve cash flow
|
exercise price
|
$0.01
|
$0.01
|
grant date
|
20 May 2008
|
20 May 2008
|
expiry date
|
12 March 2013
|
12 March 2013
|
share price at grant date
|
$0.007
|
$0.007
|
expected price volatility of the company's shares
|
96.1%
|
96.1%
|
expected dividend yield
|
0.00%
|
0.00%
|
risk-free interest rate
|
6.8%
|
6.8%
|
probability rate
|
NA
|
Tranche 1: 50%
Tranche 2: 25%
|
Based on the above, the value of the Options to be issued are as follows:
Managing Director's Options: $0.004921
Non-Executive Director's Options:
Tranche 1 - $0.002461; and
Tranche 2 - $0.001230
Accordingly the total balance sheet impact attributable to the granting of these options is $216,524 over the 5 year term of the options.
From an economic and commercial point of view the Board considers that the potential cost and detriment to the Company resulting from the granting of these Options is nominal given that the Options are out of the money at the date of the issue and only vest upon the passage of time or the achievement of significant milestones in the Company's ongoing development. Furthermore, the Board considers it important to adequately compensate Executive Directors and non-executive directors in order to attract and retain such people with appropriate qualifications and skills to be able to contribute to the success of the Company.
In determining the number and terms of the options to be issued to each Director, consideration was given to the relevant experience and role of each Director, each Director's overall remuneration terms, the current market price of shares in the Company and the terms of the recent option packages granted to directors of other companies within the sector in which the Company operates.
ASX Listing Rules
ASX Listing Rule 10.11 provides that a company must not issue equity securities to a related party of the company, such as a director, without the company obtaining the approval by ordinary resolution of its shareholders. The Company is seeking approval of shareholders under ASX Listing Rule 10.11 to allow the Company to issue these options (up to a maximum of 64,000,000 options in aggregate) to Mr John Carlile, Mr Bruce Watson, Mr George Tahija. If shareholders approve the issue of options under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.
The Options will be issued for no cost and no funds will be raised from the issue of the options unless and until they are exercised. The amount of funds raised from the exercise of all of the options the subject of Resolutions 9 - 11 will amount to a total of approximately $640,000. If such options are exercised these funds will form part of the working capital of the Company.
No other shares or options have been issued to directors of the Company pursuant to any share or option incentive scheme in the past 12 months.
Subject to the approval of resolutions 9 - 11 the issue of a maximum of sixty four million (64,000,000) options, as referred to in these resolutions, will be issued to the Directors (effective as at the date of this meeting) as soon as practicable after the date of the meeting and in any event within one month.
ATTACHMENT A
SUMMARY OF PROPOSED NEW CONSTITUTION
The material provisions of Austindo Resources Corporation NL's ("ARX's") proposed Constitution are summarised below. As it is a summary, it is not exhaustive and should be qualified by the full terms of the Constitution, which is available for inspection on the Company's website (www.arx.net.au) and will be available for inspection at the meeting.
Shares of ARX
The Constitution provides that the Board may issue shares or share options. Any share may be issued with any preferred, deferred or other special right or restriction, whether in relation to dividend, voting, return of capital, or otherwise, as the Board decides.
The rights attaching to the Shares are:
- set out in the Constitution; and
- in certain circumstances, regulated by the Corporations Act, the Listing Rules, the ASTC Settlement Rules and the general law.
Voting rights
Subject to the Constitution and any rights or restrictions attaching to any share class, at any general meeting, each Shareholder in person, by proxy, by attorney or by representative, is entitled to one vote on a show of hands, and one vote for each Share held by the Shareholder on a poll.
General meeting and notices
The Board shall call and arrange to hold a general meeting on request in writing received by ARX from Shareholders with at least 5% of the votes that may be cast at the meeting or at least 100 Shareholders who are entitled to vote at the meeting. In the event that the Board fails to call the meeting, Shareholders with more than 50% of the votes of all the Shareholders requesting the meeting, may call the meeting.
The quorum for any general meeting is two Shareholders (including proxies). If there is no quorum present within twenty minutes after the specified time for the meeting, then:
- if the meeting was convened by a Shareholder under the Corporations Act, the meeting is dissolved; and
- in any other case, the meeting is adjourned to the next week at the same time and place, or to such other day, time and place as decided by the Board.
Each Shareholder, Director, legal representative and auditor are entitled to receive notice of and attend, and subject to the law and the Listing Rules, vote at general meetings of ARX.
Dividends
Subject to the Corporations Act and any special rights or restrictions attaching to any Shares, the Board may at any time determine a dividend from the profits of ARX on any share. ARX is not liable to pay any interest in relation to any dividend. Subject to the issue provisions of that share, dividends must be paid proportionately on and in compliance with the share payment amount of that share.
Dividend reinvestment
ARX may create any plan under which any Shareholder may elect that dividends on any shares held by that Shareholder shall be paid by the issue of shares.
Variation of class rights
Subject to the Corporations Act and the issue provisions of shares of that share class, the rights attaching to any share class may be varied or cancelled with the written consent of 75% of shareholders of that share class, or by a special resolution passed at a separate general meeting of the shareholders of that share class.
The creation or issue of new shares ranking equally with a class of shares already on issue with preferred or other special rights does not vary or cancel any class rights. But the issue of any shares or conversion of existing shares, to shares ranking in priority to existing preference shares will vary or cancel rights attaching to that existing preference share class.
Transfer of shares
Shareholders may transfer any shares by a written document in any form permitted by law decided by the Board, or any method of transferring shares recognised and permitted under the Corporations Act. All transfers must comply with Constitution, the Listing Rules, the ASTC Settlement Rules and the Corporations Act.
The Board may refuse to register any transfer of any shares, where voluntary or by operation of law, including circumstances where the transfer is not in registrable form, or the refusal is permitted by the Corporations Act.
Winding up
In the event of liquidation, the surplus assets of ARX, after the repayment of all paid-up capital, may be distributed among shareholders in proportion to the shares held by them.
Shareholding statements
ARX will issue share certificates to any Shareholder upon request and without payment by that Shareholder, in compliance with the Corporations Act, except where the paperless shares provision applies.
Directors - appointment and removal
The minimum number of Directors is three and the maximum is eight, with at least two Directors who ordinarily reside in Australia. Shareholders may appoint or remove the number of Directors at any time by resolution passed in general meeting.
Alternatively, Directors may also appoint a Director to fill a casual vacancy or as an additional Director. These Directors cease to be a Director at the end of the next annual meeting but may be eligible for election.
Directors - voting
There must be two Directors entitled to vote present at any meeting of Directors, or as otherwise decided by the Directors. Issues arising at a meeting of Directors will be decided by majority vote. The chairman of the meeting has a casting vote in the case of an equality of votes, in addition to the deliberative vote of the chair.
Directors - remuneration
The Directors are entitled to receive remuneration for their services, as decided by ARX in general meeting, not exceeding in aggregate any maximum amount approved by ARX in general meeting.
The Constitution provides for ARX to pay any travelling or other costs properly incurred by the Director in attending meetings and carrying out the business of ARX. Special or additional remuneration may also be paid to any Director who performs extra service, travels or resides overseas for the benefit of ARX.
Indemnities
ARX indemnifies any present or previous Director or secretary against any liability (including legal costs) resulting from any action by that officer acting in that capacity. ARX is not liable to indemnify any officer for action performed without good faith or with actual notice that the action was wrongful, or for any liability indemnified under any insurance agreement.
01 April
RIGHTS ISSUE
Notice given under Paragraph 2(f) Section 708AA of the Corporations Act 2001("Act").
Austindo Resources Corporation NL ("Austindo") is conducting a rights issue as defined in Section 9A of the Act of ordinary shares in the capital of Austindo without disclosure to investors under Part 6D.2 of the Act on the following terms and conditions:
- Type of offer - renounceable.
- Entitlements - issue of shares to Eligible Shareholders as at the Record Date.
- Offer Price - 0.7 cents per shares.
- Offer Ratio - 1 new share for every 3 shares held on the Record Date.
- Shortfall - Eligible Shareholders may apply for new shares out of any Shortfall.
Austindo states that, as at the date of this Notice, it has complied with:
(i) the provisions of Chapter 2M of the Act as they apply to the Austindo; and
(ii) Section 674 of the Act.
There is no information that is excluded information as at the date of this Notice.
The issue of Ordinary Shares pursuant to the rights issue may have an effect on control of the Company as the Offer is partially underwritten by Australia and New Zealand Banking Group Limited ("ANZ"). ANZ currently holds 25.05% of the issued capital of the Company and if no eligible shareholder subscribes for shares under the rights issue with the result that ANZ is required to take up its underwriting commitment in full, ANZ would hold 39.60% of the issued capital of the Company.
For further information please contact:
Andrew J. Cooke
Company Secretary
Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au
27 March
APPENDIX 3B - NEW ISSUE ANNOUNCEMENT
PDF File (96K)
14 March
RIGHTS ISSUE
Notice given under Paragraph 2(f) Section 708AA of the Corporations Act 2001("Act").
Austindo Resources Corporation NL ("Austindo") will conduct a rights issue as defined in Section 9A of the Act of ordinary shares in the capital of Austindo without disclosure to investors under Part 6D.2 of the Act on the following terms and conditions:
- Type of offer - renounceable.
- Entitlements - issue of shares to Eligible Shareholders as at the Record Date.
- Offer Price - 0.7 cents per shares.
- Offer Ratio - 1 new share for every 3 shares held on the Record Date.
- Shortfall - Eligible Shareholders may apply for new shares out of any Shortfall.
Austindo states that, as at the date of this Notice, it has complied with:
(i) the provisions of Chapter 2M of the Act as they apply to the Austindo; and
(ii) Section 674 of the Act.
Austindo advises as follows:
| (a) |
Austindo proposes seeking shareholder approval at its next Annual General Meeting to convert from an NL company to a company limited by shares and to adopt a new Constitution. Furthermore, Austindo will seek shareholder approval to a consolidation of its share capital on the basis of 50:1.
|
| (b) |
Austindo has previously stated that its target date for the first gold pour at the Cibaliung Project was during the June 2008 quarter. However, following consultation with technical advisers engaged on the project, it now seems likely that the first gold pour will be postponed until during the September 2008 quarter to ensure that construction, refurbishment and commissioning of the gold processing plant is completed and that sufficient ore has been stockpiled prior to the commencement of production through the plant. . |
There is no information that is excluded information as at the date of this Notice.
The issue of Ordinary Shares pursuant to the rights issue may have an effect on control of the Company as the Offer is partially underwritten by Australia and New Zealand Banking Group Limited ("ANZ"). ANZ currently holds 25.05% of the issued capital of the Company and if no eligible shareholder subscribes for shares under the rights issue with the result that ANZ is required to take up its underwriting commitment in full, ANZ would hold 39.60% of the issued capital of the Company.
For further information please contact:
Andrew J. Cooke
Company Secretary
Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au
14 March
AUSTINDO RESOURCES CORPORATION NL
ACN 002 678 640
Rights Issue
Offer Document
For
A renounceable pro rata offer of New Shares at an issue price of 0.7 cents each on the basis of 1 New Share for every 3 Shares held on the Record Date to raise up to the sum of $13,104,062, underwritten to the extent of $10,908,695.
This document is not a prospectus.
It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this document.
This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay.
This Offer opens on 2 April 2008
and
closes at 5.00pm Sydney time on 16 April 2008
Valid acceptances must be received before that time.
Please read the instructions in this document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your entitlement
This Rights Issue is partly underwritten by
Australia and New Zealand Banking Group Limited
Important Information
No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.
Eligibility
Applications for New Shares by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form, as sent with this Offer Document. The Entitlement and Acceptance Form sets out an Eligible Shareholder's entitlement to participate in the Offer.
Overseas shareholders
No action has been taken to permit the offer of New Shares under this Offer Document in any jurisdiction other than Australia, New Zealand, Indonesia and Singapore. The distribution of this Offer Document in jurisdictions outside Australia, New Zealand, Indonesia and Singapore may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.
This Offer Document does not constitute an offer of New Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Offer Document.
This document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Shares may not be circulated or distributed, nor may Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an existing holder of Shares pursuant to Section 273(1)(cd) of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA") or (ii) otherwise pursuant to, and in accordance with, the conditions of an exemption under any provision of Subdivision (4) of Division 1 of Part XIII of the SFA.
Privacy
The Company collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's security holding in the Company.
By submitting an Entitlement and Acceptance Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Entitlement and Acceptance Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.
If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your Application. An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company's registered office.
This document is not a prospectus and does not contain all of the information that an investor would find in a prospectus or which may be required to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this Offer Document.
This Offer Document is dated 14 March 2008.
SECTION
|
|
| 1. |
DETAILS OF THE OFFER
|
| 1.1 |
The Offer
The Company is making a renounceable pro rata offer of New Shares at an issue price of 0.7 cents each on the basis of 1 New Share for every 3 Shares held on the Record Date ("the Offer").
As at the Record Date, the Company had on issue 5,616,026,385 Shares. A maximum number of 1,872,008,795 New Shares will be issued under the Offer.
Where the determination of the entitlement of any Eligible Shareholder results in a fraction of a New Share, such fraction will be rounded up to the nearest whole New Share.
The Offer is renounceable. This provides Eligible Shareholders who do not wish to subscribe for some or all of their Rights an opportunity to sell their Rights. Shareholders who do not exercise their Rights will be diluted with respect to their interest in the Company.
In addition to applying for their Rights, Eligible Shareholders may apply for further New Shares out of any Shortfall.
The Company will raise gross proceeds of up to $13.1m through the Offer, before deducting estimated expenses of approximately $600,000.
The Company's corporate objectives are as follows:
|
|
- advance the Cibaliung Project, including the development of the decline, construction of the tailings dam, completion of the gold processing plant and associated infrastructure at Cibaliung;
- purchase equipment necessary for the Cibaliung Project to be advanced;
- conduct exploration, particularly at Cibaliung, in order to potentially discover and then prove up further gold reserves;
- maintain adequate corporate and working capital;
- identify a farm-in partner to effect the major portion of the remaining development expenditure through to positive cashflow for which the farm-in partner will earn a direct equity interest in the Cibaliung Project; and
- increase exploration activity on existing prospects and seek to acquire new exploration prospects throughout Indonesia
|
|
The purpose of the Offer is to enable the Company to further pursue these objectives while it seeks to formalise a farm-in arrangement in respect of the Cibaliung Project. The proceeds of this Offer will be applied principally to the ongoing development and construction of the Cibaliung Project. It is anticipated that the funding necessary to complete the development of the Cibaliung Project will be sourced by a farm-in arrangement.
If the Company is not successful in negotiating a suitable farm-in arrangement then the Company will require further funding to complete the Cibaliung Project through to positive cash flow, to fund exploration at each of its projects and to ensure that it has adequate working capital.
|
| 1.2 |
Underwriting
The Offer is partially underwritten by ANZ pursuant to the Underwriting Agreement. Subject to the terms of the Underwriting Agreement, ANZ has agreed with the Company to subscribe for up to $10,908,695 of the New Shares not allocated to Eligible Shareholders and pursuant to the Shortfall Facility described in paragraph 1.5.
The Underwriting Agreement is summarised in Section 1.12 of this Offer Document.
As at the date of this Offer Document, ANZ holds 25.05% of the issued capital of the Company. If no Eligible Shareholder subscribes for New Shares under the Offer and ANZ is required to take up its underwriting commitment in full, ANZ would hold 39.60% of the issued capital of the Company.
ANZ has stated that, notwithstanding that it's percentage interest in the Company may increase as a result of its underwriting commitment, it has no intention to change the Company's business in any way or seek any changes in relation to the future employment of current employees of the Company or to request the appointment of directors to the Board of the Company. ANZ makes no statement or representation in relation to the Company, or ANZ's intentions in respect of the Company, except as set out in this paragraph. ANZ's intentions may change if it becomes aware of information that is not currently available to it.
|
| 1.3 |
Timetable |
|
Offer Document lodged with ASX
|
14 March 2008
|
Existing Shares are quoted on an "Ex" basis and Rights Trading commences on ASX
|
19 March 2008
|
Record Date (date for determining entitlements of Eligible Shareholders to participate in the Offer)
|
27 March 2008
|
Offer Document Despatched to Eligible Shareholders (expected date of despatch of Offer Document and Entitlement and Acceptance Forms)
|
2 April 2008
|
Opening Date
|
2 April 2008
|
Rights Trading on ASX ends
|
9 April 2008
|
Closing Date*
|
16 April 2008
|
Allotment date **
|
21 April 2008
|
Company to notify ASX of undersubscriptions (if any) **
|
21 April 2008
|
Trading commences for New Shares on ASX
|
22 April 2008
|
Despatch holding statements **
|
24 April 2008
|
|
|
* Subject to the Listing Rules and ANZ's consent, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares.
** These dates are indicative only.
|
| 1.4 |
Entitlements and acceptance
The entitlement of Eligible Shareholders to participate in the Offer was determined on the Record Date. Your entitlement is shown on the Entitlement and Acceptance form accompanying this Offer Document.
|
| 1.5 |
Ability for Shareholders to Participate in any Shortfall
Eligible Shareholders in addition to applying for their Rights may, by completing the relevant box in the Entitlement and Acceptance Form and including the appropriate Application Monies, apply for such further number of New Shares out of any Shortfall which the Eligible Shareholder may specify in the Entitlement and Acceptance Form.
In the event that there is no Shortfall, the Application Monies relating to the Shortfall will be returned to the Eligible Shareholder as soon as practicable following the Closing Date without interest.
In the event that applications from Eligible Shareholders to participate in the Shortfall exceeds the Shortfall, those applications will be scaled back pro rata in proportion to each applicant's shareholding as at the date of such scaling back, including New Shares allotted or to be allotted, and such number of New Shares produced from such scaling back will be issued to each such Eligible Shareholder.
In the event of a scaling back of applications to participate in the Shortfall as described in the preceding paragraph, Application Monies relating to Shares applied for but not issued will be returned to Shareholders as soon as practicable following the Closing Date without interest.
|
| 1.6 |
Opening and Closing Dates
The Offer opens on the Opening Date, namely 2 April 2008. The Company will accept Entitlement and Acceptance Forms until 5.00pm Sydney time on the Closing Date or such other date as the Directors in their absolute discretion shall determine, subject to the Listing Rules.
|
| 1.7 |
Issue and despatch
The expected dates for issue of New Shares offered by this Offer Document and despatch of holding statements is expected to occur on the dates specified in the timetable set out in Section 1.3.
It is the responsibility of Applicants to determine the allocation prior to trading in the New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk.
|
| 1.8 |
ASX listing
Application will be made to the ASX for the official quotation of the New Shares. If the ASX does not grant quotation to the New Shares, the Company will repay, as soon as practicable, without interest, all application monies received pursuant to the Offer.
|
| 1.9 |
Overseas Shareholders
This Offer Document and accompanying Entitlement and Acceptance Form do not, nor are they intended to, constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.
The Company is of the view that it is unreasonable to extend the Rights Issue to Ineligible Shareholders, having regard to:
- the small number of Ineligible Shareholders;
- the number and value of the New Shares which would be offered to Ineligible Shareholders; and
- the cost of complying with the legal requirements and requirements of the regulatory authorities, in the respective overseas jurisdictions.
Accordingly, the Rights Issue is not being extended to any Shareholder whose registered address is outside Australia, New Zealand, Indonesia or Singapore. The Company reserves the right to treat as invalid any Entitlement and Acceptance Form that appears to have been submitted by an Ineligible Shareholder.
In particular, this Prospectus does not constitute an offer for sale of the New Shares or any Right to a security into the United States or to U.S. persons. The New Shares and Rights have not been, and will not be, registered under the U.S. Securities Act and must not be offered or sold within the United States or to U.S. persons unless they are registered under the U.S. Securities Act or an exemption from the registration required of the U.S. Securities Act is available.
Eligible Shareholders holding Shares on behalf of persons who are resident outside Australia, New Zealand, Indonesia and Singapore are responsible for ensuring that taking up any Rights under the Rights Issue does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will constitute a representation that there has been no breach of such regulations. Shareholders who are nominees are therefore advised to seek independent advice as how they should proceed. Where the Offer has been dispatched to a Shareholder domiciled outside Australia, New Zealand, Indonesia or Singapore and where the country's securities co | |