Ann: Share Purchase Plan Offer Letter - Dispatche, page-2

re: Ann: Share Purchase Plan Offer Letter - D... Dear Shareholder
Invitation to Participate in Peak Resources Limited’s Share Purchase Plan
On 27 Jul y 2012, Peak Resources Limited (ACN 112 546 700) (Peak or the Company)
announced a A$5.5 million two tranche placement (Placement) and its intention to offer
existing eligible shareholders the opportunity to participate in a share purchase plan to
subscribe for ordinary, fully paid shares in the Company (Plan).
The board of directors of the Company (Board) is now pl eased to make that offer to
eligible shareholders on the terms and conditions (Terms and Conditions) enclosed with
this letter.
Shareholders Eligible to Participate in the Plan
The right to participate in the Of fer under the Plan is optional and is avai lable to all
shareholders who were registered as holders of fully paid ordi nary shares in the issued
capital of Peak (Shares) at 5. 00pm (WST) on the Record Date of 26 Jul y 2012 (Eligible
Shareholders).
Share Purchase Plan
The Plan is intended to raise a maximum of A$2,000,000 and entitles Eligible Shareholders,
irrespective of the size of their shareholding, to purchase up to A$15,000 worth of Shares.
The issue p rice of 17 cents (the same price as the Placement) represents a 14.4%
discount to the volume weighted aver age price (VWAP) of th e Company’s Shares
traded on the Australian Securities Exchange (ASX) during the 5 trading days
immediately prior to the announcement date of the Offer, and is free of brokerage and
commission (Offer).
The VWAP of Shares traded on the ASX during the 5 trading days immediately prior to
the announcement date of the Offer was 19.858 cents.
An outline of the Plan is set out in this letter and the details are set out in the enclosed
Terms and Conditi ons. An application form for the Plan (Application Form) and rep ly
paid envelope are included in this package.
Additional Free Options
In addition to th e Offer, the Company intends, subject to sh areholder approval, to
separately offer shareholders who subscribe for Shares under the Plan one free option for
every one new Share issued to them under the Plan ( Free Option). The Company also
intends to offer one Free Option for each Share subscri bed for by investors under any
placement of a shortfall under the Plan (Shortfall). The Free Options will be exercisable
at 25 cents each and have an expiry date of 31 July 2014.
The Free Options are subject to shareholder approval at a general meeting of the
Company to be held on 10 September 2012.
10 August 2012 The Company intends to off er the Free Opti ons by prospectus sho rtly after the Offer
closes (Prospectus). The Prospectus will be sent to each shareholder who accepts the
Offer and to each investor who subscribes for Shares under the Shortfall (if applicable).
Current Projects
Details of the Company’s current activities are set out in the announcements made by
Peak to the ASX and are available from the ASX or Peak’s website
(www.www.peakresources.com.au).
The funds raised from the Placement and the Plan will be used for:
x exploration drilling programs at Ngualla (A$4.1 million);
x further metallurgical s tudies and completion of a scopi ng study at Ngualla (A$1. 0
million); and
x general working capital and other corporate purposes.
How much can you invest?
Eligible Shareholders may only acquire a maximum of up to A $15,000 worth of Shares
under the Plan. Eligible Shareholders with multiple holdings may only acquire a maximum
aggregate of A$15,000 worth of Shares under the Plan.
Can I transfer my right to purchase the Shares (with Free Options)?
The offer under the Plan is non-renounceable. This means that you cannot transfer your
right to acquire Shares (with Free Options) under the Plan to anyone else.
Will the Shares issued under the Plan rank equally with my existing Shares?
All Shares issued under the Plan wi ll rank equally with your existing Shares and will carry
the same voting rights, dividend rights and other entitlements as at the issue date.
Will the Free Options be listed?
The Company intends to offe r the Free Opti ons by Prospectus shor tly after the Offer
closes. The Company intends to seek listing of the Free Options on the ASX. Investors
should note that listing of the Free Options will only occur subject to approval from the
ASX including certain listing conditions being met. Should the Free Options not become
listed investors will be issued with unlisted options.
What happens if the Free Options are not approved by Shareholders?
In the e vent that the Free Op tions are not approved for issu e by Shareholders,
subscribers under the Plan will receive Shares subscribed and allocated under the Plan
only with no Free Options. By participating in the Plan your vote as a shareholder will be
disregarded in relation to the approval of the Free Options.


Subscription and Application Procedure
If you would like to participate in the Offer, the following payment options are available:
(a) Application Form and Accompanying Cheque or Money Order
Eligible Shareholders wishing to pay by cheque or money order must follow the
instructions on the Application Form ( enclosed) and c omplete the Application Form,
provide a cheque or money order that is pay able to “Peak Resources Limited Share
Issue Account” and crossed “Not Negotiabl e” and return the completed Applicati on
Form and cheque or money order to:
Mailing Address
Peak Resources Limited
c/-Link Market Services Limited
Reply Paid 3560
Sydney NSW 2001
Hand Delivery
Peak Resources Limited
c/-Link Market Services Limited
1A Homebush Bay Drive
Rhodes NSW 2138
Applications (together with payment) must be received by the share regis try no later
than 5.00pm (AEST) on 14 September 2012 (Closing Date).
(b) Payment by BPAY®1
Eligible Shareholders wishing to pay by B PAY must use the spec ific biller c ode and
customer reference numbers detailed on their personalised Application Form.
If you choose to pay via BPAY you are not required to submit your Application Form.
Your payment will n ot be accepted af ter 5:00pm (AEST) on th e Closing Da te and no
Shares will be issued to you in respect of th at application. If you have multiple holdings
you will have multiple BPAY customer reference numbers. To ensure y ou receive your
Shares under the Offer in respect of that holding, you must use the specific biller code
and the Customer Reference Number show n on each personal ised Application Form
when paying for any Shares that you wish to apply for in respect of that holding. If you
inadvertently use the same Customer Refere nce Number for more than one of y our
applications, you will be deemed to have applied only for the application to which that
Customer Reference Number applies and any excess amount will be refunded.
Applicants should be aware that their own financial institution may implement earlier cut
off times with regards to e lectronic payment, and should th erefore take this into
consideration when making payment. You may also have your own limit on the amount
that can be paid via BPAY. It is your responsibility to check that the amount you wish to
pay via BPAY does not exceed your limit.

1
® Registered to BPAY Pty Ltd, ABN 69 079 137 517(c) Payment by international wire transfer
If you wish to pay by international wire transfer please register with the Company on +61
8 9200 5360, or by email at [email protected] to receive International Deposit
details.
If you have not received your Offer documentation and personalised Application Form,
or require a replacement via post or email, please call Peak on +61 8 9200 5360.
Eligible Shareholders may participate by s electing one of the foll owing offers to
purchase Shares under the Plan:
Subscription amount Shares to be allotted
Offer A A$14,999.95 88,235
Offer B A$9,999.91 58,823
Offer C A$4,999.87 29,411
Offer D A$1,999.88 11,764
Once an applicati on under the Plan has been made it cannot b e revoked. All valid
applications shall be deemed accepted if receiv ed before the Closing Date of 5:00pm
(AEST) on 14 September 2012.
The maximum investment any shareholder may apply for will rem ain A$15,000 even if a
shareholder receives more than one Offer (whether in respect of a join t holding or
because the shareholder has more than one holding under a separate account).
Custodians and Nominees
Eligible Shareholders who hold Shares as Custodian or Nominee (Custodian) for one or
more persons on the Record Date (Beneficiary) may apply for up to a maximum amount
of A$15,000 worth of Shares in respect of each Beneficiary who is resi dent in Australia or
New Zealand as perm itted by the Company in light of applicable foreign laws, subject
to providing a Custodian Certific ate to the Company, as described in th e Terms and
Conditions enclosed with this le tter. Please refer to the Terms and Conditions for more
details.
Acceptance of Risk Factors
The market price of Shares in the Company may rise and fall be tween the date of the
Offer and the date th at any Shares are issu ed to y ou as a resu lt of your application
under this Offer.
By making an application under this Offer an d applying for Shares under the Plan, each
Eligible Shareholder will be acknowl edging that although the purchase price is at a
discount to the 5 day VWAP of the Comp any’s Shares, Shares are a speculati ve
investment and the price of Shares on A SX may change betwee n the date of the
Company announcing its inte ntion to mak e an Offer and th e date of issue of Share s under that Offer and that the value of the Shares received under the Plan may rise or fall
accordingly.
The Board recommends that you obtain your own finan cial advice in relati on to th e
Offer and consider price movements of Shares in the Company prior to making an
application under this Offer.
Additional Information and Important Dates
The Offer cannot be transferred and the di rectors of the Company (Directors) reserve
the right to reject any application over A$15,000. Shares allotted under the Plan will be
issued as s oon as practicable after the Closing Date of the Offer. Application for
quotation on ASX of the new Shares will be made immediately f ollowing the issue of
those Shares.
The approximate nu mber of Shares that may be issued pursuant to thi s Offer is
11,764,705. The Company, howev er, reserves absolu te discretion regarding the final
amount raised under the Plan.
In the e vent of an oversubscription by the Closing Date the Directors may, in thei r
absolute discretion, scale-back all applications on a pro-rata basis. Scale-back for
Shares held by a Custodian will be applied at the level of the underlying Beneficiaries.
If the Company rejects or scales- back an application or purported application, the
Company will promptly return to the s hareholder the relevant application monies,
without interest.
The approximate number of Free Options that may be granted under the Prospectus is
11,764,705. The Company, howev er, reserves absolu te discretion regarding the final
amount of Free Options issued under the Prospectus.
Foreign offer restrictions
This document do es not constitute an offe r to sell, or a solicitation of an offe r to buy ,
securities in the United States of America. In particular, any securities described in this
document have not been, and will not be, registered under the US Securities Act of 1933
(as amended) and may not be offered or sold in the United States except in transactions
exempt from, or not s ubject to, registration under the US Securities Act and applicable
US state securities laws.
New Zealand Shareholders
The Shares offered under the Plan are not being offered or sold to the public within New
Zealand other than to existing shareholders of the Company with registered addresses in
New Zealand and to whom the Offer is being made i n reliance on the Securities Act
(Overseas Companies) Exemption Notice 2002 (New Zealand).
This document has not been regis tered, filed with or ap proved by any New Zealand
regulatory authority under the Securities Act 1978 (New Zealand). This document is not
an investment statement or prospectus under New Zealand law and is not required to,
and may not, contain all the information that an in vestment statement or prospectus
under New Zealand law is required to contain. Shortfall Placement
In the event that less than 11,764,705 Shares are applied for pursuant to this O ffer, the
Shortfall may be placed at the discretion of the Directors.
The Company intends to offer Free Options to investors who subscribe for any Shortfall on
the same terms as the Free Options to be offered to Eligible Shareholders. The Prospectus
will be sent to each investor who subscribes for Shortfall Shares.
Indicative Timetable
Record Date (5:00pm WST) 26 July 2012
Announcement Date of Plan 27 July 2012
Opening Date of Offer 10 August 2012
Closing Date of Offer (5.00pm AEST) 14 September 2012
Issue of Shares under the Plan 20 September 2012
Dispatch date for holding statements 20 September 2012
Quotation of Shares on ASX 20 September 2012
These dates are indicati ve only. The Company may vary the dates and tim es of the
Offer without notice. Accordingly, shareholders are encouraged to submit their
Application Forms as early as possible.
Enquiries in Relation to the Application Form or the Plan
If you hav e any enquiries in relation to your Application Form or the Plan, please call
Peak Resources Limited on 08 9200 5360 (within Australia), or +61 8 9200 5360 (outside
Australia).
Yours faithfully
Alastair Hunter
Non-Executive Chairman
PEAK RESOURCES LIMITED