Extract Resources Limited (ABN 61 057 337 952) Ground Floor, Unit 1 / 47 Kishorn Road Applecross WA 6153 • P.O. Box 1246 Canning Bridge WA 6153 Telephone: +61 (08) 9316 1214 • Facsimile: +61 (08) 9316 1270 • [email protected] ASX RELEASE 7 February 2006 Company Announcements Office Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000 Dear Sir / Madam, CONVERSION OF $750K OF CONVERTIBLE NOTES The company is pleased to advise that the holders of a further $750K of convertible notes have applied for the notes to be converted to ordinary shares. Details of this conversion are contained within the attached Appendix 3B. Yours sincerely Extract Resources Limited …………………………….. Rance Dorrington Company Secretary Appendix 3B New issue announcement + See chapter 19 for defined terms. 1/1/2003 Appendix 3B Page 1 Rule 2.7, 3.10.3, 3.10.4, 3.10.5 Appendix 3B New issue announcement, application for quotation of additional securities and agreement Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003. Name of entity Extract Resources Limited ABN 61 057 337 952 We (the entity) give ASX the following information. Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space). 1 +Class of +securities issued or to be issued Ordinary fully paid shares 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 25,267,379 (Conversion) 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) Fully paid Appendix 3B New issue announcement + See chapter 19 for defined terms. Appendix 3B Page 2 1/1/2003 4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment Shares rank equally with all other ordinary fully paid shares from date of allotment 5 Issue price or consideration 3.4 cents (Conversion of $550,000 of Notes) 2.2 cents (Conversion of $200,000 of Notes) 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) Conversion of $750K of Convertible Notes. 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 7 February 2006 Number +Class 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable) 729,252,959 Ordinary fully paid shares Appendix 3B New issue announcement + See chapter 19 for defined terms. 1/1/2003 Appendix 3B Page 3 Number +Class 9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 4,000,000 100,000,000 $1,025,000 $950,000 Employee Options expiring 14 March 2008 Performance Shares Convertible Notes $1 face value ($1,025,000) (2.2 cents per share conversion) Convertible Notes $1 face value ($950,000) (3.4 cents per share conversion) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A Part 2 - Bonus issue or pro rata issue 11 Is security holder approval required? N/A 12 Is the issue renounceable or nonrenounceable? N/A 13 Ratio in which the +securities will be offered N/A 14 +Class of +securities to which the offer relates N/A 15 +Record date to determine entitlements N/A 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? N/A 17 Policy for deciding entitlements in relation to fractions N/A 18 Names of countries in which the entity has +security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. N/A Appendix 3B New issue announcement + See chapter 19 for defined terms. Appendix 3B Page 4 1/1/2003 19 Closing date for receipt of acceptances or renunciations N/A 20 Names of any underwriters N/A 21 Amount of any underwriting fee or commission N/A 22 Names of any brokers to the issue N/A 23 Fee or commission payable to the broker to the issue N/A 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders N/A 25 If the issue is contingent on +security holders’ approval, the date of the meeting N/A 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled N/A 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders N/A 28 Date rights trading will begin (if applicable) N/A 29 Date rights trading will end (if applicable) N/A 30 How do +security holders sell their entitlements in full through a broker? N/A 31 How do +security holders sell part of their entitlements through a broker and accept for the balance? N/A 32 How do +security holders dispose N/A Appendix 3B New issue announcement + See chapter 19 for defined terms. 1/1/2003 Appendix 3B Page 5 of their entitlements (except by sale through a broker)? 33 +Despatch date N/A Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities 34 Type of securities (tick one) (a) Securities described in Part 1 (b) All other securities (Conversion) Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities Entities that have ticked box 34(a) Additional securities forming a new class of securities Tick to indicate you are providing the information or documents 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional +securities Appendix 3B New issue announcement + See chapter 19 for defined terms. Appendix 3B Page 6 1/1/2003 Entities that have ticked box 34(b) 38 Number of securities for which +quotation is sought 25,267,379 39 Class of +securities for which quotation is sought Ordinary fully paid shares 40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment Yes 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Conversion from Convertible Notes $200K @ 2.2 cents per share & $550K @ 3.4 cents per share Number +Class 42 Number and +class of all +securities quoted on ASX (including the securities in clause 38) 729,252,959 Ordinary fully paid shares Appendix 3B New issue announcement + See chapter 19 for defined terms. 1/1/2003 Appendix 3B Page 7 Quotation agreement 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides. 2 We warrant the following to ASX. • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose. • There is no reason why those +securities should not be granted +quotation. • An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted. • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided at the time that we request that the +securities be quoted. • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted. Appendix 3B New issue announcement + See chapter 19 for defined terms. Appendix 3B Page 8 1/1/2003 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. Sign here: Date: 7 February 2006 (Company secretary) Print name: Rance Dorrington == == == == == Issue of Shares – Notification Pursuant to Section 708A(5)(e) of the Corporations Act 2001 Extract advises that, on 7 February 2006, it issued 25,267,379 fully paid ordinary shares (Shares) at the request of the holders of $750K of convertible notes who have requested that the notes be converted to fully paid Ordinary Shares in the Company under the terms of the notes. The conversion extinguishes $750,000 of debt by the conversion to equity. The Shares have been issued without disclosure to investors under Part 6D.2 of the Corporations Act 2001. Extract provides this notice in accordance with section 708A(5)(e) of the Corporations Act 2001. Extract notifies ASX (as operator of the prescribed financial market on which the Shares are or are to be quoted) that, as at the date of this notice, Extract has complied with the provisions of Chapter 2M of the Corporations Act 2001, as they apply to Extract, and section 674 of the Corporations Act 2001. The Company is not in possession of any excluded information that would be required to be disclosed under section 708A(6)(e) of the Corporations Act 2001, being information that a) has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of: (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the body; or (ii) the rights and liabilities attaching to the relevant securities.
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