Dirk- Letter, page-14

All share issues require shareholder approval at an appropriate meeting. Listing Rule 7.1 however does not require approval to be obtained prior to the issue. The rule is intended as a liquidity safety valve for a company, and therefore its shareholders, as explained earlier.

The present matter is complicated through the Company securing a US$10M loan via the furnishing of a Convertible Note. Since the Note involves the (highly unlikely) potential issue of shares at some time over the next 12 months via conversion, that possibility must be provided for under one of the Listing Rules. Because prior shareholder approval was not obtained for the possible issue it becomes necessary for that provision to fall under Rule 7.1.

This means that the Company’s normal ability to raise capital quickly currently is locked into an event that is unlikely to happen unless a hostile takeover arises. Resolutions 13 & 14 seek to transfer that liability away from Rule 7.1 across to Rule 7.4, and in doing so place the Company in the normal flexible position of being able to quickly raise a limited amount of capital (15%) should the need arise.

The Company therefore is seeking licence to operate within the standard practice afforded by Listing Rule 7.1 to all ASX companies, to the benefit of its shareholders.