RESOLUTION – SHARE CONSOLIDATION
1.1 General
The Company is seeking Shareholder approval for the Company to consolidate its issued Share capital through the
conversion of every twenty (20) Shares into one (1) Share (Consolidation).
1.2 Regulatory requirements
Section 254H(1) of the Corporations Act provides that the Company may convert all or any of its Shares into a
larger or smaller number of Shares by ordinary resolution passed at a general meeting. The result of the
Consolidation is that each Shareholder’s security holding will be reduced to 5% of its current level.
Pursuant to and in accordance with ASX Listing Rule 7.20, the information below is provided in relation to this
Resolution.
(a) Effect of the Consolidation
If this Resolution is approved, every twenty (20) Shares on issue will be consolidated into one (1) Share (subject to
rounding). Overall, this will result in the number of Shares on issue reducing from 2,660,813,905 to approximately
133,040,696.
The Consolidation applies equally to all Shareholders. Accordingly, individual shareholdings will be reduced in the
same ratio as the total number of Shares (subject to rounding). Assuming no other market movements or impacts
occur, the Consolidation will therefore have no effect on the percentage interest in the Company of each
Shareholder (other than minor variations resulting from rounding).
The Consolidation will not result in any change to the substantive rights and obligations of existing Shareholders.
(b) Fractional entitlements
Where the Consolidation results in an entitlement to a fraction of a Share, Option or Performance Right (as
applicable), that fraction will be rounded up to the next whole number of Shares, Options or Performance Rights
(as applicable). Each security holder’s proportional interest in the Company’s issued capital will, however, remain
unchanged as a result of the Consolidation (other than minor variations resulting from rounding).
(c) Proposed treatment of convertible securities
As at the date of this Notice of Meeting, the Company has on issue the following convertible securities:
• 292,551,512 Listed Options with an exercise price of $0.009 each and an expiry date of 31 October 2023;
• 323,500,000 Unlisted Options with various exercise prices and expiry dates as shown in the table below; and
• 280,000,000 Unlisted Performance Rights (ASX Security Code: TSCAB) with conversion terms detailed below.
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If the Consolidation is approved, in accordance with ASX Listing Rule 7.22.1, all Options and Performance Rights
issued by the Company will be consolidated in the same ratio as Shares, and their exercise price will be amended
in inverse proportion to that ratio.
Unlisted Options
ASX Security
Code Expiry date Exercise price Vested Unvested Total
TSCAC Various Various 241,000,000 241,000,000 241,000,000
TSCAD 30 June 2022 $0.01 2,500,000 2,500,000 2,500,000
TSCAE 22 January 2024 $0.007 13,300,000 13,300,000 13,300,000
TSCAF 22 January 2024 $0.015 13,300,000 13,300,000 13,300,000
TSCAG 22 January 2024 $0.02 13,400,000 13,400,000 13,400,000
TSCAH 31 October 2023 $0.009 40,000,000 40,000,000 40,000,000
TOTAL: 323,500,000 323,500,000 323,500,000
Unlisted Performance Rights
The following Performance Rights were issued to vendors of Nomad Explorations Pty Ltd (Nomad) as part
consideration for the acquisition by the Company of 100% of the issued capital of Nomad.
Each tranche of Performance Rights will be converted into Shares upon the achievement in full of the following
vesting conditions:
• Tranche A – 140,000,000 Performance Rights will (subject to a vesting period of 18 months from the date of
their issue) automatically convert into Shares if the Company announces to the ASX a drill intercept on any of
the tenements which were owned by Nomad of at least 7m @ 500ppm cobalt in at least two drill holes at
least 100m apart; and
• Tranche B – 140,000,000 Performance Rights will (subject to a vesting period of 18 months from the date of
their issue) automatically convert into Shares if the Company announces to the ASX a mineral resource in
either the inferred, indicated or measured category (reported in accordance with the JORC Code, 2012
Edition) on any of the tenements which were owned by Nomad of at least 10Mt at 750ppm cobalt with a
500ppm cut-off.
1.3 Purpose of proposed resolution
The Company currently has 2,660,813,905 Shares on issue, which, for a Company of its size, is a considerable
number. The Consolidation will result in a more appropriate and effective capital structure for the Company and
a Share price more appealing to a wider range of investors. The Directors consider that the Consolidation will
result in a more appropriate and effective capital structure for the Company as it continues to progress its projects.
The large number of Shares currently on issue subjects Shareholders to several disadvantages, including:
(a) poor market perception as investors equate the low share price with the perception of a troubled or poorly
performing company;
(b) vulnerability to speculative day-to-day trading which generates excessive Share price volatility; and
(c) discouraging quality, long term institutional investors, equity funds and lending institutions seeking stability
and long term growth.
The Board believes these factors can be minimised by the Consolidation.
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1.4 Holding statements
With effect from the date of the Consolidation, all existing holding statements will cease to have any effect, except
as evidence of entitlement to a certain number of securities on a post-Consolidation basis.
After the Consolidation becomes effective, new holding statements will be issued to securityholders, who are
encouraged to check their post-Consolidation holdings.
1.5 Effect on capital structure
The effect which the Consolidation will have on the Company’s capital structure is set out as follows (subject to
any minor variations resulting from rounding):
Capital Structure Shares Listed Options Unlisted Options Performance
Rights
Pre-Consolidation 2,660,813,905 292,551,512 323,500,000 280,000,000
Post-Consolidation 133,040,696 14,627,576 16,175,000 14,000,000
1.6 Taxation
The Consolidation should not result in a capital gains tax event for Australian tax residents. The cost base of the
Shares held after the Consolidation will be the sum of the cost bases of the original Shares pre-Consolidation. The
acquisition date of Shares held after the Consolidation will be the same as the date on which the original Shares
were acquired.
This Explanatory Statement does not, however, consider the tax implications in respect of Shares or other
securities held on revenue account, as trading stock or by non-resident Shareholders. The tax information in this
Explanatory Statement does not apply to Shareholders that have acquired their Shares in respect of employment
or through the provision of services. Nor does it apply to Shareholders that are subject to the “Taxation of Financial
Arrangement” rules.
Shareholders should consider their own circumstances and seek their own professional advice in relation to their
tax position. Neither the Company nor any of its officers or employees assumes any liability or responsibility for
advising Shareholders or other securityholders about the tax consequences of the proposed Consolidation.
1.7 Indicative timetable
If approved by Shareholders, the proposed Consolidation will take effect on Thursday 30 September 2021. The
following is an indicative timetable (subject to change) of the key events:
Event Date
General Meeting Wednesday 29
September 2021
Notification to ASX that Consolidation is approved Wednesday 29
September 2021
Effective date of consolidation Thursday 30
September 2021
Last day for trading in pre-consolidated securities Friday 1 October 2021
Trading in post-consolidated securities commences on a deferred settlement basis Monday 4 October
2021
Record date – last day to register transfers on a pre-Consolidation basis Tuesday 5 October
2021
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First day for Company to update its register and send new holding statements to
security holders
Wednesday 6 October
2021
Last day for Company to update its register and to send new holding statements
to security holders reflecting the change in the number of securities they hold and
to notify ASX this has occurred
Tuesday 12 October
2021
This really sux if only I did some research before I invested in this stock just last week I'm one off against share split/consolidation it would be voted on 29/9.
@stormer has mentioned previously look at SYA from less than 1c a year ago now trading @ 18.5c with over 6 Billion shares on issued compared to 2.6B. VOTE NO in the meeting everyone!!!!
(20min delay)