deal rational explained

The highlight of the deal are:

A$15,000,000 share placement at 50% premium to 10 day VWAP after DFS, will issue one free attaching listed option exercisable at 3 cents on or before 31 December 2015 (PENOC) for every share subscribed by NuCore.

Many would have thought NuCore is paying a premium but in fact it is really not. See below:

Aussume the 10-day VWAP will be 7c,8c,9c,10c. We will use Black-Schole to value the options.

if SP=7c, option=5.6c, their average cost=4.9c
if SP=8c, option=6.6c, average cost=5.4c
if SP=9c, option=7.5c, average cost=6.0c
if SP=10c, optoin=8.5c, average cost=6.5c

As you can see now, it's all about the options, they effectively get the shares at a 30% discount to the prevailing share price no matter what the SP will be after DFS. This is standard finance tactic as the feature to use options is typically for the purpose of downside protection while retaining full upside potential, usually options like this type are very valuable, but they get them for free.

The deal is fair, in terms of the consideration to private placement should be at a discount to prevent arbitrage, coporates are not fools. Hope that helps.

Disclaimer:
I withhold my opinion on the value of the stock, this is purely an analysis regarding the option valued embeded in the deal.