option issue ex 6.12.2006 money for jam Money for jam - 2 more...

option issue ex 6.12.2006 money for jam Money for jam - 2 more trading days for the 1 for 2 at 1c for the 30c options. Shares last traded 38c


Company Secretary
Paul Jurman
Principal and Registered Office
30 Ledgar Road
BALCATTA, Western Australia 6021

Non-Renounceable Entitlement Issue of One
Option for every 2 Shares registered and entitled
to participate at the record date at an issue price
of A$0.01 per Option.





LINDIAN RESOURCES LIMITED
(FORMERLY VPH LIMITED)
ABN 53 090 772 222
PROSPECTUS
For a non-renounceable entitlements issue of 1 Option for every 2 Shares held by
Shareholders on the Record Date at an issue price of 1 cent per Option to raise
approximately $163,850.
UNDERWRITER
Capital Investment Partners Pty Ltd
ACN 110 468 589
(refer to section 5.2 of this Prospectus for a summary of the terms of the
Underwriting Deed including the termination events)
IMPORTANT NOTICE
This Prospectus is a short form prospectus issued in accordance with section 712 of the Corporations Act. This
Prospectus does not of itself contain all the information that is generally required to be set out in a document of
this type but refers to other documents the information of which is deemed to be incorporated in this Prospectus.
This document (and those documents incorporated by reference) should be read in its entirety. If you are in any
doubt as to the contents of this document (and those documents incorporated by reference) you should consult
your stockbroker or other professional adviser without delay.
Options offered by this Prospectus are considered speculative in nature.
1
TABLE OF CONTENTS
Section Page
1. CORPORATE DIRECTORY & IMPORTANT DATES 3
2. CHAIRMAN’S LETTER 4
3. DETAILS OF THE OFFER 5
4. INFORMATION DEEMED TO BE INCORPORATED
IN PROSPECTUS
8
5. ADDITIONAL INFORMATION 11
6. AUTHORITY OF DIRECTORS 20
7. DEFINITIONS 20
2
Important Notice
This Prospectus is dated 1 December 2006.
A copy of this Prospectus was lodged with the ASIC on 1 December 2006. The ASIC and ASX take no
responsibility for the contents of this Prospectus.
No Options will be issued on the basis of this Prospectus later than thirteen (13) months after the date of this
Prospectus. Application will be made within seven (7) days after the date of this Prospectus for permission for
the Options offered by this Prospectus to be listed for Quotation.
Applicants should read this document (and those documents incorporated by reference) in their entirety and, if in
any doubt, consult with their professional advisers before deciding whether to apply for Options. There are risks
associated with an investment in the Company and the Options offered under this Prospectus must be regarded
as a speculative investment. The Options offered under this Prospectus carry no guarantee with respect to return
on capital investment, payment of dividends or the future value of the Options.
Details of the definitions and abbreviations used in this Prospectus are set out in Section 7 of this Prospectus.
Short Form Prospectus
This Prospectus is a short form prospectus issued in accordance with section 712 of the Corporations Act. This
means this Prospectus alone does not contain all the information that is generally required to satisfy the
disclosure requirements of the Corporations Act. Rather, the Prospectus incorporates all other necessary
information by reference to information contained in the September 2006 Prospectus lodged with ASIC on 13
September 2006.
In referring to the September 2006 Prospectus, the Company:
(a) identifies the September 2006 Prospectus as being relevant to the offer of Options under this Prospectus
and containing information that will provide investors and their professional advisers information to assist
them in making an informed assessment of:
(i) the rights and liabilities attaching to:
(A) the Options; and
(B) the underlying Shares;
(ii) the capacity of the Company to issue the underlying Shares; and
(iii) the assets and liabilities, financial position and performance, profits and losses and prospects of the
Company;
(b) refers investors and their professional advisers to Section 4 of this Prospectus which summarises the
information in the September 2006 Prospectus deemed to be incorporated in this Prospectus;
(c) informs investors and their professional advisers that they are able to obtain, free of charge, a copy of the
September 2006 Prospectus by contacting the Company at its registered office during normal business
hours during the Offer Period; and
(d) advises that the information in the September 2006 Prospectus will be primarily of interest to investors and
their professional advisers or analysts.
3
1. CORPORATE DIRECTORY & IMPORTANT DATES
Board of Directors
Reginald N Gillard (Chairman)
Patrick J Flint
Gregory L Smith
Gavin Argyle
Company Secretary
Paul Jurman
Principal and Registered Office
30 Ledgar Road
Balcatta, Western Australia 6021
Australia
Telephone: +61 8 9240 2836
Facsimile: +61 8 9240 2406
Website: www.lindianresources.com.au
Corporate Advisor and Underwriter
Capital Investment Partners Pty Limited
Level 34, Exchange Plaza
2 The Esplanade
Perth, Western Australia 6000
Share Registry
Computershare Investor Services Pty Ltd
Level 2/45 St Georges Terrace
Perth, Western Australia, 6000
Australia
Telephone: +61 8 9323 2000
Facsimile: +61 8 9323 2033
Auditors
RSM Bird Cameron Partners
8 St Georges Terrace
Perth, Western Australia 6000
Independent Accountants
RSM Bird Cameron Corporate Pty Ltd
8 St Georges Terrace
Perth, Western Australia 6000
Solicitors to the Company - Australia
Steinepreis Paganin
Level 4, 16 Milligan Street
Perth, Western Australia 6000
Independent Title Solicitors - Congo
Emery Mukendi Wafwana & Associates
Immeuble La Bourse, Avenue de la Paix,
No. 22,389, Rond Point Forescom,
Kinshasa/Gombe,
Democratic Republic of Congo
Independent Technical Specialist
Passeres Group Pty Ltd
Trading as Ravensgate
49 Ord Street
West Perth, Western Australia 6005
Australia
IMPORTANT DATES*
Announcement of Offer 29 November 2006
Lodgement of Prospectus and Appendix 3B 1 December 2006
Optionholders informed of Entitlements Issue 4 December 2006
Notice sent to Shareholders containing information required by Appendix 3B 5 December 2006
Shares commence trading ex Entitlement basis 6 December 2006
Record Date for determining Entitlements 12 December 2006
Prospectus despatch date and Opening Date 15 December 2006
Closing Date of the Offer 5 January 2007
Deferred settlement trading commences 8 January 2007
Notification to ASX and the Underwriter of under subscriptions 10 January 2007
Issue of Options & despatch of holding statements 15 January 2007
*These dates are indicative only and are subject to change without notice, subject to the provisions of the
Corporations Act and the Listing Rules. The Directors may extend the Closing Date by giving at least 6 Business
Days notice to ASX prior to the Closing Date. As such, the date the Options are expected to commence trading
on ASX may vary.
4
2. CHAIRMAN'S LETTER
Dear Shareholder,
As indicated in the September 2006 Prospectus lodged by the Company on 13 September 2006, your Directors
committed to an offer of Options to Shareholders of the Company within sixty days after the requotation of the
Company on ASX. This Prospectus contains that offer and I urge all Shareholders to consider this opportunity
carefully.
All Shareholders registered as at 5pm WST on 12 December 2006 will be entitled to participate in this nonrenounceable
entitlements issue of Options on the basis of 1 Option for every 2 Shares held.
The closing date for acceptance of the Offer is 5 January 2007. The Board recommends all Shareholders take up
their Entitlement.
The Offer is fully underwritten by Capital Investment Partners Pty Ltd.
The Directors take this opportunity to thank Shareholders for their support since the Company’s requotation on
ASX and look forward to your continued support in the future.
Please feel free to contact the company secretary, Paul Jurman, or myself if you have any queries.
Yours sincerely
Reginald N Gillard
Chairman
1 December 2006
5
3. DETAILS OF THE OFFER
3.1 Details of the Offer
This Prospectus is for a pro-rata non-renounceable entitlements issue of Options at an issue price of one cent
($0.01) each to Shareholders on the basis of one (1) Option for every two (2) Shares held at the Record Date.
The principal purpose of the Offer is to provide a benefit to Shareholders who have retained their Shares since
requotation of the Company on ASX through to the Record Date by enabling them to acquire Options to
subscribe for additional Shares in the Company at an exercise price of 30 cents each and an expiry date of 31
December 2009.
Any Entitlements not taken up under the Offer will be dealt with in accordance with the Underwriting Deed.
The Company will raise $163,850 from the Offer (before costs of the Offer), assuming no conversion of any
convertible securities currently on issue. These funds will be applied initially towards the costs of the Offer
(approximately $20,000), with any balance to be applied towards working capital.
If no funds are raised as a result of this Offer, the Company has sufficient working capital to meet its obligations
as set out in the September 2006 Prospectus.
In the calculation of any Entitlement, fractions will be rounded up to the nearest whole number.
3.2 Acting on your Entitlement
The number of Options to which you are entitled is calculated as at the Record Date and is shown on the
Entitlement and Acceptance Form which accompanies this Prospectus.
As a Shareholder, you may accept your Entitlement in whole or in part only or do nothing (in which case you
will receive no benefit from your Entitlement).
If you wish to take up all or part of your Entitlement, you will need to complete the Entitlement and Acceptance
Form in accordance with the instructions set out in the form and lodge it with the appropriate payment no later
than 5pm WST on the Closing Date at:
Computershare Investor Services Pty Ltd
Level 2
45 St Georges Terrace
PERTH WA 6000
Cheques should be made payable to “Lindian Resources Limited – Option Issue Account” and crossed “Not
Negotiable”.
Your acceptance cannot exceed your Entitlement as shown on the Entitlement and Acceptance Form. If it does,
your acceptance will be deemed to be for your maximum Entitlement and any surplus application monies will be
returned.
This Offer is non-renounceable and accordingly, Shareholders may not sell or transfer their Entitlements.
Your completed Entitlement and Acceptance Form together with the application monies must be received no
later than 5pm WST on the Closing Date, subject to the right of the Company to extend the Offer Period (in
accordance with the Corporations Act and Listing Rules).
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No interest will be payable to Applicants on application monies and any interest earned thereon will be retained
by the Company irrespective of whether any Options are issued pursuant to the Offer.
If the Offer does not proceed, application monies will be refunded as soon as practicable after the Closing Date
and in any event, no later than 14 days after the Closing Date.
3.3 Minimum subscription and over-subscriptions
There is no minimum subscription and over-subscriptions will not be accepted.
3.4 Stock Exchange quotation
The Company will apply to ASX within seven (7) days after the date of this Prospectus for Official Quotation of
the Options offered under this Prospectus.
If ASX does not grant permission for Official Quotation of the Options within three (3) months after the date of
this Prospectus, or such longer period as may be allowed by ASIC, none of the Options offered by this
Prospectus will be allotted or issued and the Company will repay all application monies received (without
interest).
The fact that ASX may grant Official Quotation of the Options is not to be taken in any way as an indication of
the merits of the Company or the Options now offered for subscription.
3.5 Closing Date of the Offer
The Closing Date for receipt of acceptances is 5pm WST on 5 January 2007. The Directors reserve the right, in
their absolute discretion, to extend the Closing Date, subject to compliance with the Listing Rules which requires
the Directors to give at least 6 Business Days notice to ASX prior to the Closing Date to extend the Closing
Date.
3.6 Allotment and Issue of Options
Allotment and issue of the Options will take place on or around 15 January 2007. Application monies will be
held in a subscription account until the issue of Options has been made. This account has been established and
will be kept by the Company in trust for each Applicant. Any interest earned on the application monies will be
for the benefit of the Company and will be retained by the Company irrespective of whether the issue of Options
takes place.
If no issue of Options is made, all application monies paid will be refunded, without interest, as soon as
practicable.
No Options will be allotted and issued on the basis of this Prospectus later than thirteen (13) months after the
date of this Prospectus.
3.7 Underwriting
This Offer is fully underwritten by Capital Investment Partners Pty Ltd. No underwriting fees are payable by the
Company. A summary of the material terms and conditions of the Underwriting Deed, including rights of
termination, are set out in Section 5.2 of this Prospectus.
3.8 Shortfall
Any Entitlements not taken up under the Offer will be dealt with in accordance with the Underwriting Deed.
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3.9 Overseas Shareholders
The Offer constituted by this Prospectus is made to residents of Australia and New Zealand only.
The Company is of the view that it is unreasonable to make an offer under this Prospectus to Shareholders
outside of Australia and New Zealand ("Excluded Shareholders") having regard to:
• the number of Shareholders with registered addresses in countries outside of Australia and New Zealand;
• the number and value of the securities to be offered to Shareholders outside of Australia and New Zealand;
and
• the cost of complying with the legal requirements and requirements of regulatory authorities in the relevant
overseas jurisdictions.
Accordingly, the Company is not required to make offers under the Prospectus to Shareholders outside of
Australia and New Zealand.
3.10 Enquiries
If you have any queries regarding your Entitlement, or how to apply for Options, please contact the Company on
(08) 9240 2836.
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4. INFORMATION DEEMED TO BE INCORPORATED IN PROSPECTUS
4.1 Short Form Prospectus
This Prospectus is a short form prospectus issued in accordance with section 712 of the Corporations Act. This
means that this Prospectus does not of itself contain all the information that is generally required to be set out in
a document of this type, however, it incorporates by reference information contained in the September 2006
Prospectus lodged with the ASIC.
The information to be incorporated by reference into this Prospectus is the September 2006 Prospectus
summarised below in Section 4.2 of this Prospectus and will primarily be of interest to investors and their
professional advisers or analysts.
Investors and their professional advisers are able to obtain a copy of the September 2006 Prospectus free of
charge by contacting the Company at its registered office during normal business hours during the Offer Period.
The September 2006 Prospectus is also available by searching ASIC’s records in relation to the Company, or by
visiting the Company’s website at www.lindianresources.com.
4.2 Summary of Information Deemed to be Incorporated
Set out below is a summary of the information contained in the September 2006 Prospectus that is deemed to be
incorporated in this Prospectus to assist investors and their professional advisers to determine whether they need
to obtain a copy of the September 2006 Prospectus for the purposes of making an informed investment decision
in relation to the Options offered pursuant to this Prospectus.
The Sections referred to in this Section 4.2 are references to Sections in the September 2006 Prospectus.
The September 2006 Prospectus
Sections 1 & 2 – Overview of the Company / Details of the Offer to the Public
Sections 1 and 2 contain an overview of the investment opportunity, details of the number of Shares offered, use
of funds, proforma capital structure of the Company and other matters of an administrative nature. Section 1
also contains summary information about the Company’s strategies to advance the Tshikapa Diamond Project by
an aggressive exploration programme using modern exploration techniques; and to acquire further prospective
exploration and mining projects in Africa.
Section 3 – Directors and Management
Section 3 contains information relating to each of the Directors and proposed Directors of the Company as at the
date of the September 2006 Prospectus.
Section 4 – Company and Project Overview
Section 4 contains a brief history of the Company and summary information about the Company’s interest in the
Tshikapa Diamond Project. Section 4 also notes the Company’s intention to identify and as appropriate acquire
further prospective exploration and mining projects in Africa.
Section 5 – Independent Technical Report
Section 5 consists of a report prepared by the Independent Geologist, Passeres Group Pty Ltd trading as
Ravensgate, on the Company’s diamond project in the Democratic Republic of Congo. The report provides
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details in respect of project location and access, the geology and mineralization of the project area, past mining
activity in the region, and exploration potential and the proposed expenditure budget.
Ravensgate concluded that the proposed budget and work programmes are reasonable and will be sufficient to
provide the Company with an increased level of geological knowledge of the area, particularly regarding the
possibility of kimberlite pipes in the region.
Section 6 - Investigating Accountant’s Report
Section 6 comprises of a report prepared by RSM Bird Cameron Corporate Pty Ltd, ("Investigating
Accountant’s Report"). The Investigating Accountant’s Report was included in the September 2006 Prospectus
to assist investors and their financial advisers in making an assessment of the financial position of the Company.
The Investigating Accountant’s Report contains the audited balance sheet and an unaudited pro-forma balance
sheet as at 30 June 2006 which reflected the position of the Company on the basis that various transactions,
including the issue of the Shares offered under the September 2006 Prospectus, have been completed.
Section 7 – Solicitor’s Report on DRC Mineral Licences
Section 7 comprises of a report prepared by Emery Mukendi Wafwana & Associe`s ("Independent Solicitor’s
Report"). The Independent Solicitor’s Report was included in the September 2006 Prospectus to assist investors
and their financial advisers in making an assessment on the mining tenements in which the Company has a legal
interest and details the ownership and status of the mining tenements.
Section 8 – Summary of Material Contracts
Section 8 summarises the four material contracts, which impact upon the Company:
􀂃 Formal Farm-in Joint Venture Agreement”, being an agreement between the Company and Masters sprl to
form a joint venture in relation to the Tshikapa Diamond Project;
􀂃 the “CRC Agreement”, being an agreement between the Company and CRC in which the Company would
issue 1,250,000 Shares and 1,000,000 unlisted options exercisable at 20 cents on or before 1 July 2011 to
CRC in consideration for identifying the Tshikapa Diamond Project;
􀂃 the “Corporate Advisor Agreement”, being an agreement between the Company and Capital Investment
Partners Pty Ltd (CIP) in which the Company would pay a 6% share placement fee to CIP for funds raised
under the September 2006 Prospectus; and
􀂃 the “Sale Agreement – MBox Technology”, being an agreement for the sale of the MBox business.
Section 9 - Risk Factors
Section 9 notes that an investment in Lindian has risks reasonably expected of an investment in a mineral
exploration business. It details a number of factors that may impact on the success and future profitability of the
Company. The factors referred to include, amongst others, general securities risks (including share market
conditions), risks specific to mineral exploration companies (including exploration and mining risks,
infrastructure risks, environmental risks, economic and price risks and competition) and risks specific to the
Company (including title, reliance on key personnel, retention of key business relationships, risk of international
operations, foreign exchange risk, exploration costs, insurance, future capital needs and funding, no history of
mining operations or profitability, dividend policy, future sales of shares by existing shareholders and the
speculative nature of the investment).
10
Section 10 - Additional Information
Section 10 sets out additional information required to be disclosed in the September 2006 Prospectus including:
• Company registration;
• Company tax status and financial year;
• a statement that the Directors are not aware of any litigation of a material nature pending or threatened
which may significantly affect the Company;
• rights attaching to Shares, Existing Options, CRC Options and Proposed Incentive Options;
• Corporate governance statement;
• Directors' interests and remuneration;
• Electronic Prospectus;
• Interests of persons named in the September 2006 Prospectus;
• Consents of persons named in the September 2006 Prospectus;
• Costs of the issue;
• Privacy Disclosure Statement; and
• Directors' Responsibility Statement and Consent.
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5. ADDITIONAL INFORMATION
5.1 Listing on ASX and Capital Structure
The securities of Lindian were reinstated to Official Quotation on 10 November 2006.
Capital Structure
The capital structure of the Company following completion of the Offer is summarised below:
Shares Options4 Other options
Securities on issue at present 32,769,9341 - 4,550,0002
Options to be issued to corporate advisor - 1,000,0003 -
Options offered by this Prospectus - 16,384,967 -
Total at completion of the Offer (assuming all
Entitlements are taken up and no conversion of
convertible securities)
32,769,934
17,384,967
4,550,000
Notes:
1. Includes 400,000 Shares classified as restricted securities until 10 November 2007 and 1,250,000 Shares
classified as restricted securities until 10 November 2008. The Company also has a commitment to issue a
further 400,000 Shares pursuant to the Formal Farm-in Joint Venture Agreement on 27 October 2007.
2. The terms and conditions of these options are disclosed in Section 10.5-10.7 of the September 2006
Prospectus). Of the total options on issue at present, 4,000,000 options are classified as restricted securities
until 10 November 2008.
3. The terms and conditions of these Options are disclosed in the Notice of Annual General Meeting of
Shareholders dated 30 October 2006 and their issue was approved by Shareholders on 30 November 2006.
The Company will allot these Options as soon as practicable and in any event, prior to 30 December 2006
and will apply to ASX for quotation of these Options in conjunction with the application for quotation for
Options to be issued pursuant to this Prospectus.
4. Options are exercisable at 30 cents each on or before 31 December 2009
5.2 Activities since issue of September 2006 Prospectus and Further Material Contracts
Activities since issue of September 2006 Prospectus
Since the issue of September 2006 Prospectus, the Company has:
- Changed its name to Lindian Resources Limited and restructured the Board, with Mr Gillard, Mr Smith
and Mr Flint being appointed Directors and Mr Gander and Mr Franco resigning as Directors (as
contemplated in the September 2006 Prospectus);
- Closed the offer and issued a total of 5,316,000 Shares at A$0.30 each for a total of $1,594,800 pursuant
to the September 2006 Prospectus;
- issued 1,250,000 Shares and 1,000,000 CRC Options pursuant to the CRC Agreement (as contemplated
in the September 2006 Prospectus);
- satisfied the various conditions pursuant to the Formal Farm-in Joint Venture Agreement, including
issuing the first tranche of consideration shares (400,000 Shares) (as contemplated in the September
2006 Prospectus);
12
- commenced the initial exploration programme at the Tshikapa Diamond Project, consisting of analysis
of historical data and stream sediment and geological mapping. It is anticipated this initial work will be
completed in February 2007;
- identified a number of prospective mineral projects in the DRC. Analysis of such projects and
negotiations in respect of acquiring an interest are currently at an early stage. There is no guarantee the
projects will meet the Company’s requirements or that the Company will be able to negotiate an
agreement to acquire an interest in the projects.
In addition, since the issue of the September 2006 Prospectus the second round of the Presidential election in the
DRC has been held. The DRC Independent Electoral Commission has advised that Mr Kabila has received
58.05% of the vote compared to 41.95% to other candidate, Mr Bemba. The DRC Supreme Court has confirmed
these results. Mr Kabila is due to be formally declared President of the DRC on 6 December 2006.
Other than as stated in this Prospectus, the Company is not aware of any material matter or circumstance that
would impact on the contents of the September 2006 Prospectus or the activities and prospects of the Company
and be relevant to assist investors or their professional advisers in making an informed assessment of relevant
matters.
Further Material Contracts
Other than the Underwriting Deed summarised below, the Company has not entered into any additional material
contracts to those summarised in the September 2006 Prospectus.
Summary of Underwriting Deed
Pursuant to an Underwriting Deed dated 1 December 2006 between the Company and Capital Investment
Partners Pty Ltd ("Underwriter"), the Underwriter has agreed to act as underwriter for the Offer and to
underwrite the subscription of all of the Options offered under this Prospectus.
No underwriting fees are payable by the Company to the Underwriter.
The Company must bear and pay all reasonable costs (including legal costs on a full indemnity basis), charges
and expenses of and incidental to the Offer, the Underwriting Deed and the distribution of the Prospectus which
are incurred after the consent of the Company has been obtained to such costs, charges and expenses, including
all charges and costs of stamp duty, preparation, printing, postage, advertising, marketing and publicity
generally.
Each party has given representations and warranties to the other party which are usual in a contract of this
nature. The Company has also given additional representations and warranties to the Underwriter which are
usual in a contract of this nature.
Clause 12.1 of the Underwriting Deed provides that in the event of the happening of any one or more of the
following contingencies, the Underwriter may, at any time after becoming aware thereof, without cost or liability
to itself, by notice in writing to the Company, terminate the Underwriting Deed and be relieved of all its
obligations under the Underwriting Deed, but no such notice shall operate to the prejudice of any liability of the
Company arising out of any prior default by it under the Underwriting Deed:
(a) a statement contained in the Prospectus is misleading or deceptive, or a matter is omitted from the
Prospectus (having regard to the provisions of sections 711, 712 and 716 of the Corporations Act);
(b) there occurs a new circumstance that has arisen since the Prospectus was lodged that would have been
required to be included in the Prospectus if it had arisen before the Prospectus was lodged in relation to the
Company within the meaning of section 719 of the Corporations Act;
13
(c) a contravention by the Company of the Corporations Act, the constitution of the Company, or any of the
Listing Rules;
(d) the Prospectus or any aspect of the Offer does not comply with the Corporations Act, the Listing Rules or
any other applicable law or regulation;
(e) a default by the Company in the performance of any of its obligations under the Underwriting Deed
occurs; or
(f) a warranty contained in the Underwriting Deed on the part of the Company is not true or correct.
5.3 Continuous Disclosure and Documents Available for Inspection
The Company is listed on ASX and its Shares are quoted on ASX. The Company is a “disclosing entity” for the
purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations, which
require it to disclose to ASX any information of which it is or becomes aware concerning the Company and
which a reasonable person would expect to have a material effect on the price or value of securities of the
Company.
Copies of documents lodged with the ASIC in relation to the Company may be obtained from or inspected at, an
office of the ASIC. This includes the September 2006 Prospectus referred to in Section 4 of this Prospectus.
The Company will provide a copy of all documents used to notify ASX of information relating to the Company
under the provisions of the Listing Rules since the date of issue of the September 2006 Prospectus. As at the
time of lodging this Prospectus the only such documents were:
Date Details
18 September 2006 Appendix 3B
21 September 2006 Suspension from Official Quotation
22 September 2006 Results of General Meeting
28 September 2006 Extension of Prospectus
12 October 2006 Extension of Prospectus
23 October 2006 2006 Annual Report
23 October 2006 Commitments Test Entity - First Quarter Report
27 October 2006 Lindian Resources Ltd - Update
30 October 2006 Board Changes
30 October 2006 Notice of Annual General Meeting
2 November 2006 Appendix 3B
2 November 2006 Final Directors Interest Notice x 2
9 November 2006 Reinstatement to Official Quotation: 10/11/2006
9 November 2006 Pre-Reinstatement Disclosure
9 November 2006 Distribution Schedule
9 November 2006 Expenditure Plans
9 November 2006 Unaudited pro-forma balance sheet as at 31/10/06
9 November 2006 Satisfaction of Conditions Precedent
9 November 2006 Corporate Governance
9 November 2006 Terms & Conditions of Options
9 November 2006 Statement of Securities Subject to Escrow
9 November 2006 Top 20 shareholders
14 November 2006 Initial Directors Notice (3)
29 November 2006 Options Issue
30 November 2006 Results of annual general meeting
30 November 2006 Change of Company Secretary and Registered Office
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5.4 Trading History
The Company’s Shares were suspended from Official Quotation on 21 September 2006 pending completion of
the Share issue pursuant to the September 2006 Prospectus and completion of the Formal Farm-in Joint Venture
Agreement. The Company’s Shares were reinstated to Official Quotation on 10 November 2006. The highest
and lowest recorded market sale prices of the Shares quoted on ASX during the period from reinstatement of
Official Quotation to the date of this Prospectus were 44 cents on 13 November 2006 and 31 cents on 10
November 2006 respectively.
The last market sale price of the Shares on ASX on the last day that trading took place in these Shares prior to
the date of this Prospectus was 37 cents on 30 November 2006.
The Company has no options over Shares that are currently quoted on ASX.
5.5 Pro-Forma Balance Sheet
The Pro-Forma Balance Sheet upon completion of this Offer is essentially the same as the Pro-Forma Balance
Sheet included in Section 6 of the September 2006 Prospectus and which is incorporated by reference into this
Prospectus (Investigating Accountant’s Report) adjusted only for the following:
(a) ongoing normal operating expenditure and corresponding decrease in cash assets;
(b) an increase in cash assets of approximately $163,850 (assuming all Entitlements are taken up), reduced by
expenses of the Offer of approximately $20,000; and
(c) an increase in contributed equity of approximately $143,850.
As there has been no material change since the Pro-Forma Balance Sheet included in the September 2006
Prospectus, a further Pro-Forma Balance Sheet of the Company showing the effects of this Offer has not been
included in this Prospectus.
5.6 Terms and Conditions of Options
The Options offered pursuant to this Prospectus will be issued on the following terms:
(a) the Options may be exercisable at any time prior to 5:00pm WST on 31 December 2009 (Expiry Date).
Options not exercised on or before the Expiry Date will automatically lapse;
(b) the exercise price of each Option is 30 cents;
(c) the Options may be exercised wholly or in part by completing an application form for Shares (Notice of
Exercise) delivered to the Company’s share registry and received by it any time prior to the Expiry Date;
(d) the Company will apply to ASX to have the Options granted Official Quotation;
(e) an Option does not confer the right to a change in exercise price or a change in the number of underlying
securities over which the Option can be exercised;
(f) upon the exercise of an Option and receipt of all relevant documents and payment, the holder will be
allotted and issued a Share ranking pari passu with the then issued Shares. The Company will apply to
ASX to have the Shares granted Official Quotation;
15
(g) a summary of the terms and conditions of the Options, including the Notice of Exercise, will be sent to
optionholders when the initial holding statement is sent;
(h) there will be no participating entitlement inherent in the Options to participate in the new issues of capital
which may be offered Shareholders during the currency of the Options. Prior to any new pro rata issue of
securities to Shareholders, optionholders will be notified by the Company in accordance with the
requirements of the ASX Listing Rules;
(i) in the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to the holders
of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in
accordance with the formula set out in ASX Listing Rule 6.22.2;
(j) in the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued
capital of the Company prior to the expiry date, all rights of an option holder are to be changed in a manner
consistent with the ASX Listing Rules; and
(k) Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the date of
the Notice of Exercise.
5.7 Rights Attaching to Shares upon Conversion of Options
The rights attaching to Shares in the Company are:
(a) set out in the constitution of the Company, a copy of which is available for inspection at the registered
office of the Company during normal business hours; and
(b) in certain circumstances, regulated by the Corporations Act, the Listing Rules, the SCH Business Rules
and the general law.
There is only one class of shares on issue in the Company being fully paid ordinary shares.
The following is a summary of the principal rights of the holders of Shares in the Company.
Voting Rights
Subject to any special rights or restrictions for the time being attached to any class or classes of Shares in the
Company (at present there are none), at a general meeting every shareholder present in person or by proxy,
attorney or representative will have on a show of hands one vote and, on a poll, one vote for each Share held.
General Meetings
Each shareholder is entitled to receive notice of, and to attend and vote at, general meetings of the Company and
to receive all notices, financial reports and other documents required to be furnished to shareholders under the
Constitution or the Corporations Act and the Listing Rules.
Dividend Rights
Subject to the rights of holders of any Shares created or raised under any special arrangement as to dividends (at
present there are none), any dividend as declared shall be payable on all Shares in proportion to the amount of
capital for the time being paid up or credited as paid up in respect of such Shares.
16
Rights on Winding-up
Subject to the rights of holders of Shares with special rights in a winding-up (at present there are none), on a
winding-up of the Company all monies and property that are to be legally distributed among holders of Shares
will be distributed in proportion to the amounts paid up (or which at the commencement of the winding-up ought
to have been paid up) on those Shares compared with the total paid-up capital of the Company.
Transfer of Shares
Subject to the Constitution, the Corporations Act, the ASX Listing Rules and any other applicable laws of
Australia, and subject to any restrictions applicable to Shares which have been designated by the ASX as
“restricted securities”, Shares are freely transferable.
Shareholder Liability
As the Shares under the Prospectus are fully paid shares, they are not subject to any calls for money by the Board
and will therefore not become liable for forfeiture.
ASX Listing Rules
Despite anything in the constitution of the Company, if the Listing Rules prohibit an act being done, the act must
not be done. Nothing in the constitution prevents an act being done that the Listing Rules require to be done. If
the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be
done (as the case may be). If the Listing Rules require the constitution to contain a provision or not to contain a
provision the constitution is deemed to contain that provision or not to contain that provision (as the case may
be). If a provision of the constitution is or becomes inconsistent with the Listing Rules, the constitution is
deemed not to contain that provision to the extent of the inconsistency.
5.8 Interests of Directors, Experts and Advisors
A full disclosure of the interests of Directors, experts and promoters of and to the Company for the two year
period prior to the date of issue of the September 2006 Prospectus is set out in Section 10 of the September 2006
Prospectus and other than as set out below or elsewhere in this Prospectus, that information and disclosure
remains current.
Interests of Directors
As at the date of this Prospectus, the Directors have relevant interests in securities in the Company as set out in
the table below:
Shares and Options
Director Number of Shares Number of Options
Mr R Gillard 810,5411 1,270,8331
Mr P Flint 517,5412 1,270,8332
Mr G Smith 733,9523 1,000,0003
Mr G Argyle - 600,0004
Notes:
1. Mr Gillard’s interests are held by the following related parties:
• 279,000 Shares are held indirectly by Economist Holdings Pty Ltd, of which Mr Gillard is a director
and shareholder.
• 100,000 Shares are held indirectly by Balcatta Boys Pty Ltd, of which Mr Gillard is a director and
shareholder.
17
• 66,000 Shares are held indirectly by Amalgamation Sale & Takeover Consultants Pty Ltd A/T/F the
Gillard Superannuation Fund, a superannuation fund of which Mr Gillard is a beneficiary.
• 27,000 Shares are held indirectly by Amalgamation Sale & Takeover Consultants Pty Ltd A/T/F the
RN & MK Gillard Family Trust, an entity in which Mr Gillard is a director and holds a beneficial
interest.
• 338,541 Shares and 270,833 Unlisted Options exercisable at 20 cents expiring 1/7/2011 are held
indirectly by Corporate & Resource Consultants Pty Ltd. Mr Gillard is a director of this entity and
holds a beneficial interest in these securities.
• 1,000,000 Unlisted Options at 30 cents expiring 15/9/2009 are held directly by Mr Gillard.
2. Mr Flint’s interests are held by the following related parties:
• 172,000 Shares are held indirectly by Dellfield Holdings Pty Ltd, of which Mr Flint is a director and
shareholder.
• 7,000 Shares are held directly by Mr Flint.
• 338,541 Shares and 270,833 Unlisted Options exercisable at 20 cents expiring 1/7/2011 are held
indirectly by Corporate & Resource Consultants Pty Ltd. Mr Flint is a director of this entity and
holds a beneficial interest in these securities.
• 1,000,000 Unlisted Options at 30 cents expiring 15/9/2009 are held directly by Mr Flint.
3. Mr Smith’s interests are held by the following related parties:
• 133,000 Shares are held indirectly by Mr G L Smith and Mrs C Smith as trustees for the Greg Smith
Superannuation Fund, a superannuation fund of which Mr Smith is a beneficiary.
• 600,952 Shares are held indirectly by Crestline Pty Ltd, of which Mr Smith is a director and
shareholder.
• 1,000,000 Unlisted Options at 30 cents expiring 15/9/2009 are held directly by Mr Smith.
4. Mr Argyle’s interests are held by the Gavin Argyle Family Trust of which Mr Argyle is the sole beneficiary.
Of the 600,000 Options, Shareholders approved the issue of 270,000 Options at the 2006 Annual General
Meeting held on 30 November 2006. These Options will be issued as soon as practicable and in any event,
no later than 30 December 2006.
Interests of Experts and Advisors
Steinepreis Paganin has acted as Solicitors to the Offer pursuant to this Prospectus and in that capacity has
provided legal advice to the Company in relation to the Offer. In respect of this work, the Company will pay
approximately $5,000 for these services. Steinepreis Paganin has provided other professional services to the
Company during the last two years totalling approximately $66,000.
Capital Investment Partners Pty Ltd has acted as Underwriter to the Offer pursuant to this Prospectus however
will not be paid any underwriting fees. The Underwriting Deed is summarised in Section 5.2 of this Prospectus.
Capital Investment Partners Pty Ltd has provided services to the Company during the last two years totalling
approximately $216,007. Capital Investment Partners Pty Ltd is an entity associated with Director Gavin Argyle.
RSM Bird Cameron Corporate Pty Ltd has provided professional services to the Company during the last two
years totalling approximately $17,000.
Passeres Group Pty Ltd (Trading as Ravensgate) has provided professional services to the Company during the
last two years totalling approximately $5,000.
Emery Mukendi Wafwana & Associates has provided professional services to the Company during the last two
years totalling approximately $10,000.
18
5.9 Consents
Persons who make statements in this Prospectus or who made statements in the September 2006 Prospectus,
which are incorporated by reference into this Prospectus need to provide their written consent for such use.
Each of the parties referred to in this Section 5.9:
(a) does not make, or purport to make, any statement in this Prospectus or on which a statement made in the
Prospectus is based other than as specified in this Section; and
(b) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of
this Prospectus other than a reference to its name and a statement included in this or the September 2006
Prospectus with the consent of that party as specified in this Section.
RSM Bird Cameron Corporate Pty Ltd has given its written consent to being named as the investigating
accountant to the Company in this Prospectus and to the inclusion by reference in this Prospectus of its
Investigating Accountant’s Report set out in Section 6 of the September 2006 Prospectus, and to all statements
referring to the Investigating Accountant's Report, in the form and context in which they are included in the
September 2006 Prospectus. RSM Bird Cameron Corporate Pty Ltd has not withdrawn its consent prior to
lodgement of this Prospectus with the ASIC.
Passeres Group Pty Ltd (Trading as Ravensgate) has given its written consent to the inclusion by reference in
this Prospectus of its Independent Geologist’s Report set out in Section 5 of the September 2006 Prospectus, and
to all statements referring to the Independent Geologist's Report, in the form and context in which they are
included in the September 2006 Prospectus. Passeres Group Pty Ltd (Trading as Ravensgate) has not withdrawn
its consent prior to the lodgement of this Prospectus with the ASIC.
Emery Mukendi Wafwana & Associates has given its written consent to the inclusion by reference in this
Prospectus of all statements made by it or attributed to or derived from those statements in the form and context
in which they are included in the September 2006 Prospectus. Emery Mukendi Wafwana & Associates has not
withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.
Each of the following has consent to being named in the Prospectus in the capacity as noted below and have not
withdrawn such consent prior to the lodgement of this Prospectus with the ASIC:
(a) Steinepreis Paganin as solicitors to the Company in Australia;
(b) Emery Mukendi Wafwana & Associates as legal counsel to the Company in the Democratic Republic of
Congo;
(c) Passeres Group Pty Ltd (Trading as Ravensgate) as Independent Technical Specialist;
(d) RSM Bird Cameron Corporate Pty Ltd as Independent Accountants;
(e) RSM Bird Cameron Partners as auditor to the Company;
(f) Capital Investment Partners Pty Limited as corporate advisor and Underwriter to the Offer; and
(g) Computershare Investor Services Pty Limited as the share registry of the Company.
5.10 Legal Proceedings
There is no litigation, arbitration or proceedings pending against or involving the Company as at the date of this
Prospectus.
19
5.11 Taxation
It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them
by consulting their own professional tax advisers before investing in the Options offered pursuant to this
Prospectus. Taxation consequences will depend on particular circumstances. Neither Lindian nor any of its
officers accept any liability or responsibility in respect of the taxation consequences of the matters referred to in
this Prospectus or any other taxation consequences connected with an investment in the Options or dealing with
any Entitlement in this Offer.
5.12 Expenses of the Issue
The total expenses of the issue are estimated to be $20,000 comprising legal and due diligence costs, printing
and other administrative expenses, including ASX quotation fees.
20
6. AUTHORITY OF DIRECTORS
Each of the Directors has consented to the lodgement of this Prospectus in accordance with section 720 of the
Corporations Act.
Dated the 1st day of December 2006
Reginald Gillard
For and on behalf of LINDIAN RESOURCES LTD
7. DEFINITIONS
Applicant means a person who submits an Entitlement and Acceptance Form.
ASIC means Australian Securities and Investments Commission.
ASTC means ASX Settlement and Transfer Corporation Pty Ltd.
ASTC Settlement Rules means the settlement rules of the ASTC (formerly the SCH Business Rules).
ASX means Australian Stock Exchange Limited (ACN 008 624 691).
Board means the board of Directors unless the context indicates otherwise.
Business Day means a day other than a Saturday or Sunday on which banks are open for business in Perth,
Western Australia.
CHESS means ASX Clearing House Electronic Subregistry System.
Closing Date means 5.00 pm WST on 5 January 2007 (unless extended).
Company, Lindian or LIN means Lindian Resources Ltd (ACN 090 772 222).
Constitution means the constitution of the Company as amended from time to time.
Corporations Act means the Corporations Act 2001 (Cth).
Directors mean the directors of the Company from time to time.
Dollars or $ means Australian dollars unless otherwise stated.
21
Entitlement means the non-renounceable entitlement of a Shareholder to subscribe for a particular number of
Options calculated on a 1 for 2 basis and on the other terms and conditions of this Prospectus.
Entitlement and Acceptance Form means the personalised entitlement and acceptance form for the Offer
attached to or accompanying this Prospectus.
Listing Rules or ASX Listing Rules means the official Listing Rules of ASX.
Offer means the offer of Options pursuant to this Prospectus.
Offer Period means the period commencing on the Opening Date and ending on the Closing Date.
Official List means the official list of ASX.
Opening Date means 15 December 2006.
Option Holders means those parties holding options to acquire Shares.
Option means an option to acquire a Share on the terms set out in Section 5.6 of this Prospectus.
Prospectus means this prospectus dated 1 December 2006.
Quotation and Official Quotation means official quotation on ASX.
Record Date means 5.00 pm (WST) on 12 December 2006.
SCH Business Rules means the business rules of the Securities Clearing House (now the ASTC Settlement
Rules).
Section means a section of this Prospectus or a section of the September 2006 Prospectus, as appropriate and as
the case may be.
September 2006 Prospectus means the prospectus lodged by the Company with the ASIC on 13 September
2006 for the offer of 5,000,000 Shares at an issue price of 30 cents each to raise $1,500,000, with provision to
accept oversubscriptions of up to an additional 2,000,000 Shares at 30 cents each to raise up to an additional
$600,000.
Share means one fully paid ordinary share in the capital of the Company.
Shareholder means a holder of Shares.
Shortfall means the Options (if any) not taken up under the Offer.
Underwriter means Capital Investment Partners Pty Ltd (ACN 110 468 589).
Underwriting Deed means the Underwriting Deed dated 1 December 2006 between the Company and the
Underwriter.
WST means Western Standard Time, Perth, Western Australia.
C
B C
D
E
Computershare
Please return completed form to:
Computershare Investor Services Pty Limited
GPO Box D182 Perth
Western Australia 6840 Australia
Enquiries (within Australia) 61 1300 557 010
(outside Australia) 61 8 9323 2000
Facsimile 61 8 9323 2033
[email protected]
www.computershare.com
ABN 53 090 772 222
SAMPLE CUSTOMER
SAMPLE STREET
SAMPLETOWN TAS 7000
Use a black pen
Print in CAPITAL letters
Inside the grey areas.
Entitlement and Acceptance Form
Non-Renounceable Entitlement Issue closing 5pm WST on 5 January 2007
Non-Renounceable Entitlement Issue of One
Option for every 2 Shares registered and entitled
to participate at the record date at an issue price
of A$0.01 per Option.
Important:
- This document is of value and requires your
immediate attention. If you do not understand it, or
are in doubt as to how to deal with it, you should
consult your accountant, stockbroker, solicitor or
other professional adviser immediately.
- This Entitlement and Acceptance Form should not
be relied upon as evidence of the current
entitlement of the person named in this
Entitlement and Acceptance Form.
- Receipt of this form by 5pm WST on 5 January
2007 with your payment will constitute acceptance
in accordance with the terms of the Prospectus
dated 1 December 2006.
To be completed by securityholder
Number of Options Accepted Amount enclosed at A$0.01 per Option
I/We enclose my/our payment for the amount shown below being payment of A$0.01 per Option. I/We hereby
authorise you to register me/us as the holder(s) of the Options allotted to me/us, and I/we agree to be bound by the
Constitution of the Company.
See back of form for completion guidelines
ASXAAASXAAA NRM
Pin cheque(s) here. Do not staple.
Number of Options Accepted Amount enclosed at A$0.01 per Option
Payment Details
Drawer Cheque # BSB Number Account Number Amount of Cheque
Make your cheque or bank draft payable to Lindian Resources – Option Issue Account
Enter your contact details
Contact Name Telephone Number – Business Hours / After Hours
Securityholder Reference Number (SRN)
I 1234567890 IND
Securityholder Entitlement details
Subregister
Existing Shares entitled to
participate at Record Date
on 12 December 2006
Entitlement to Options
on a 1 for 2 basis
Amount Payable on full
acceptance at A$0.01 per
Option
Entitlement Number
Issuer
XXX,XXX,XX
XXX,XXX,XX
XXX,XXX,XX
123456789012
B
A$
Entitlement Payable
A$
A
A
B
C
D
E
How to complete the Entitlement and Acceptance
Form
Please complete all relevant sections of the Entitlement and Acceptance Form using BLOCK LETTERS in black ink.
Note that photocopies will not be accepted. These instructions are cross-referenced to each section of the
Entitlement and Acceptance Form.
Details of your Entitlement based on your
Securityholding at 5pm WST on 12 December
2006 are shown in box A on the front of this
Entitlement Form.
New Securities Accepted
You can apply to accept either all, or part of, your
Entitlement. Enter in box B the number of
Options you wish to accept from your
Entitlement.
• To accept your Entitlement in full, write in
box B the number of Options shown in box
A as your Entitlement.
• To accept part of your Entitlement only,
write in box B the number of Options for
which you wish to apply.
Please ensure you complete Section B on the
top and bottom of the form.
Acceptance Monies
Enter the amount of Acceptance Monies. To
calculate the amount payable, multiply the
number of Options applied for by the issue price.
Please ensure you complete Section C on the
top and bottom of the form.
Payment Details
Make your cheque or bank draft payable to
Lindian Resources Limited – Options Issue
Account in Australian currency and cross it Not
Negotiable.
Your cheque or bank draft must be drawn on an
Australian Bank.
Complete the cheque details in the boxes
provided. The total amount must agree with the
amount shown in box C.
Cheques will be processed on the day of receipt and
as such, sufficient cleared funds must be held in
your account as cheques returned unpaid may not
be re-presented and may result in your Acceptance
being rejected. Pin (do not staple) your cheque(s) to
the Entitlement and Acceptance Form where
indicated. Cash will not be accepted. Receipt for
payment will not be forwarded.
Contact Details
Enter your contact details. These are not
compulsory but will assist us if we need to
contact you.
The directors reserve the right to make amendments to this form where appropriate. This form may not used to effect
an address change. Please contact Computershare Investor Services Pty Limited on 1300 850 505 for an
appropriate form, or download a Change of Address Notification form from www.computershare.com.
CHESS holders must contact their Controlling Participant
Lodgement of Acceptance
Acceptance Forms must be received at the Perth office of Computershare Investor Services Pty Limited by no later
than 5pm WST on 5 January 2007.
Return the Entitlement and Acceptance Form with cheque(s) attached to:
Lindian Resources Limited OR Computershare Investor Services Pty Limited
Computershare Investor Services Pty Limited Level 2
GPO Box D182 45 St Georges Terrace
PERTH WA 6840 PERTH WA 6000
Privacy Statement
Personal information is collected on this form by Computershare Investor Services Pty Limited ("CIS"), as registrar for
securities issuers ("the issuer"), for the purpose of maintaining registers of securityholders, facilitating distribution
payments and other corporate actions and communications. Your personal information may be disclosed to our
related bodies corporate, to external service companies such as print or mail service providers, or as otherwise
required or permitted by law. If you would like details of your personal information held by CIS, or you would like to
correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the
Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to
general corporate communications. You may elect not to receive marketing material by contacting CIS. You can
contact CIS using the details provided on the front of this form or E-mail [email protected]
If you have any enquiries concerning your entitlement, please contact Computershare Investor Services Pty
Limited on 1300 850 505.