placement is this a rip off

Vote NO for resolution 5.

Special placements just dilute holdings of current holders to the advantage of whoever they choose to issue shares to.
With the 10% additional option they can issue up to 25% of current holdings with new shares in a 12 month period.

In every share in which I have held where this has been done the sp has been rorted down so that the vwap is far less than previous market price thus enabling the new issues to be at substantially lower levels than the prevailing market price, often 50% or lower. Even if the real value of the company is substantially more than market sp indicates, it will take a long time to rise again after it has been forced down.

Do they need the money? I doubt it, they have not made a case for it. In any case, with the low sp they will not get very much. At the current sp (.008) they would raise less than $1 mil. If the price is pushed down to .004 they would raise less than $0.5mil. We just saw the price pushed down to .005/.006 by sale of just 1% of the company shares. It would not take much for the sp to be held down to these levels for a few weeks by sale of only a few percent of the total shareholding for a gain in cash to the company of only somewher in the region of 1/2 to 1 million dollars from the new shares issued and a dilution of somewhere around 10% to current shareholders, plus reduced sp.

Together with the proposed consolidation of 9:1, the sp could be expected to go to around 7 cents. This gives the potential for pushing the price down even further in manoueverings prior to issue of the new shares.

Given that we now have so few directors, all of whom have substantial holdings, this is setting up for a massive conflict of interest if they have even the slightest connection to people or organisations who obtain the new shares.

Any issues for new capital should be done through a rights issue so that holders who don't want to take part can sell their rights.