re: rtm pre open disclosure document REEFTON MINING NLABN 68 010...

re: rtm pre open disclosure document REEFTON MINING NL
ABN 68 010 546 675
PROSPECTUS
For a placement of up to 50,000,000 Shares and 50,000,000 free attaching 2009 Options
at an issue price of $0.06 per Share to raise up to $3,000,000 before deducting the costs
of the Issue.
The Issue is subject to and conditional upon receiving shareholder approval for a
placement authority at a general meeting of the Company that has been convened for
9.00am, 16 June 2005.
IMPORTANT NOTICE
This document is important and should be read in its entirety. If after reading this
Prospectus you have any questions about the securities being offered under this
Prospectus or any other matter, then you should consult your stockbroker, accountant or
other professional adviser.
The securities offered by this Prospectus should be considered as speculative.
1
SECTION 1
1. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES
1.1 Summary of Important Dates
Lodgement of Prospectus with the ASIC 10 June 2005
Opening Date 11am (WST), 10 June 2005
General Meeting to approve the placement authority 9am (WST), 16 June 2005
Closing Date # * 5pm (WST), 16 June 2005
Anticipated date of Allotment # * 17 June 2005
# The closing of the Issue and allotment of securities pursuant to the Issue are subject to
and conditional upon shareholders approving a placement authority at a general
meeting of the Company convened for 16 June 2005. In the event that shareholder
approval is not obtained for the placement authority then the Company will not
proceed to allot and issue any securities under this Prospectus, and any application
monies received by investors will be refunded, without interest, and the Prospectus will be
withdrawn.
*The Directors reserve the right to bring forward or extend the Closing Date at any time
after the Opening Date without notice. As such, the date the Shares and free attaching
2009 Options are allotted may vary with any change in the Closing Date.
1.2 Important Notes
This Prospectus is dated 10 June 2005 and a copy of this Prospectus was lodged with the
ASIC on that date. The ASIC takes no responsibility for the content of this Prospectus.
The Issue is subject to and conditional upon receiving shareholder approval for a
placement authority at a general meeting of the Company that has been convened for
9.00am, 16 June 2005.
The Expiry Date of the Prospectus is 5:00pm on that date which is 13 months after the
date this Prospectus was lodged with ASIC (Expiry Date). No securities will be allotted or
issued on the basis of this Prospectus after the Expiry Date.
No person is authorised to give information or to make any representation in connection
with this Prospectus, which is not contained in the Prospectus.
In making representations in this Prospectus regard has been had to the fact that the
Company is a disclosing entity for the purposes of the Corporations Act and certain
matters may reasonably be expected to be known to investors and professional advisers
whom potential investors may consult.
2
SECTION 2
2. CORPORATE DIRECTORY
Directors
Bradley Steven Moore (Chairman)
Garry Robert Hemming
Anthony Ogilvie-Thompson
Share Registry*
Computershare Investor Services Pty Limited
Level 2
45 St Georges Terrace
PERTH WA 6000
Telephone: 1300 557 010 (within Australia)
Telephone: (61 3) 9415 4000 (outside Australia)
Facsimile: (08) 9323 2033
Company Secretaries
Robert James Barras
John Stephen Buckley
Registered Office
Level 1, 47 Ord Street
WEST PERTH WA 6005
Telephone: (61 8) 9322 7822
Facsimile: (61 8) 9322 7823
*This entity is included for information purposes only. It has not been involved in the
preparation of this Prospectus.
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SECTION 3
3. DETAILS OF THE ISSUE
3.1 Offer of Shares & Free Attaching 2009 Options
The Directors have resolved, subject to receiving shareholder approval for a
placement authority at a general meeting of the Company convened for 16
June 2005, to issue by way of placement up to 50,000,000 Shares and 50,000,000
2009 Options at an issue price of $0.06 per Share.
Allottees will be determined at the Directors discretion.
This Prospectus invites investors to apply for a total of up to 50,000,000 Shares and
50,000,000 free attaching 2009 Options at an issue price of $0.06 per Share to
raise up to $3,000,000 before deducting the costs of the Issue.
All of the Shares and free attaching 2009 Options will be issued on the terms set
out in Section 5 of this Prospectus.
The Issue is not underwritten.
3.2 Opening and Closing Dates of the Issue
The Opening Date and Closing Date of the Issue are set out in Section 1.1 of this
Prospectus. The Directors reserve the right to close the Issue early or extend the
Closing Date (as the case may be), should it be considered by them necessary
to do so.
3.3 Application for Shares and Free Attaching 2009 Options
Applications for Shares and free attaching 2009 Options must be made using the
Application Form accompanying this Prospectus.
Payment for the Shares and free attaching 2009 Options must be made in full at
the issue price of $0.06 per Share. Applications for Shares and free attaching
2009 Options must be for a minimum of 100,000 Shares and 100,000 free
attaching 2009 Options and thereafter in multiples of 50,000 Shares and 50,000
2009 Options.
Completed application forms and accompanying cheques must be mailed or
delivered to:
Reefton Mining NL
Level 1
47 Ord Street
WEST PERTH WA 6005
Cheques should be made payable to “Reefton Mining NL – Placement
Account” and crossed “Not Negotiable”. Completed Application Forms must
be received by no later than the Closing Date.
The proposed allottees of Shares and free attaching 2009 Options are not
known. The allottees will be determined by the Directors at their discretion.
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3.4 Minimum Subscription
The Directors have set the minimum subscription at $1,200,000. This means that
applications for a minimum of 20,000,000 Shares and 20,000,000 free attaching
2009 Options must be received by the Company prior to the Expiry Date of the
Prospectus in order for the Issue to proceed to Allotment.
3.5 Allotment of Shares and Free Attaching 2009 Options
Subject to receiving shareholder approval for a placement authority at a
general meeting of the Company convened for 16 June 2005, allotment of
Shares and free attaching 2009 Options will take place as soon as practicable
after the Closing Date. Application moneys will be held in a separate
subscription account until allotment. This account will be established and kept
by the Company in trust for each applicant. Any interest earned on the
application moneys will be for the benefit of the Company and will be retained
by the Company irrespective of whether allotment takes place and each
applicant waives the right to claim any interest.
Where the number of Shares and free attaching 2009 Options allotted is less than
the number applied for, the surplus monies will be returned by cheque as soon
as practicable after the Closing Date. Where no allotment is made (including as
a result of not receiving shareholder approval of a placement authority at the
general meeting convened for 16 June 2005), the amount tendered on
application will be returned in full by cheque as soon as practicable after the
Closing Date. Interest will not be paid on monies refunded.
3.6 ASX Listing
Application will be made within 7 days after the date of issue of this Prospectus
to ASX for permission for the Shares and 2009 Options to be issued pursuant to
this Prospectus to be listed for official quotation by ASX.
In the event that ASX does not grant permission for the official quotation of the
Shares and 2009 Options within 3 months after the date of issue of this Prospectus
(or such period as is varied by the ASIC), none of the Shares or 2009 Options
offered by this Prospectus will be allotted or issued and the Company will repay
all application monies for the Shares and 2009 Options within the time period set
out under the Corporations Act, without interest.
3.7 Restrictions on the Distribution of the Prospectus
The distribution of this Prospectus outside Australia may be restricted by law.
This Prospectus is not intended to, and does not, constitute an offer of, or
invitation to apply for, securities in any place which, or to any person to whom,
the making of such offer or invitation would not be lawful under the laws of any
jurisdiction outside Australia.
3.8 Taxation
The Company does not propose to give any taxation advice and neither the
Company, its Directors nor its officers accept any responsibility or liability for any
taxation consequence to applicants. Applicants should consult their own
professional tax advisers in regard to taxation implications of the Issue.
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3.9 Privacy Act
If you complete an application for Shares and free attaching 2009 Options, you
will be providing personal information to the Company (directly or by the
Company’s share registry). The Company collects, holds and will use that
information to assess your application, service your needs as a holder of Shares
and 2009 Options, facilitate distribution payments and corporate
communications to you as a holder of Shares and 2009 Options and carry out
administration.
The information may also be used from time to time and disclosed to persons
inspecting the register, bidders for your securities in the context of takeovers,
regulatory bodies, including the Australian Taxation Office, authorised securities
brokers, print service providers, mail houses and the Company share registry.
You can access, correct and update the personal information that we hold
about you. Please contact the Company or its registry if you wish to do so at the
relevant contact numbers set out in this Prospectus.
Collection, maintenance and disclosure of certain personal information is
governed by legislation including the Privacy Act 1988 (as amended), the
Corporations Act and certain rules such as the ASTC Settlement Rules. You
should note that if you do not provide the information required on the
application for Shares and free attaching 2009 Options, the Company may not
be able to accept or process your application.
3.10 Enquiries
Any questions concerning the Issue should be directed to Mr Bradley Moore at
the Company’s registered office.
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SECTION 4
4. PURPOSE AND EFFECT OF THE ISSUE
4.1 Purpose of the Issue
The purpose of the Issue is to raise up to approximately $3,000,000, with a
minimum subscription of $1,200,000. The proceeds from the Issue will be used as
follows:
Minimum
Subscription
Full
Subscription
(a) fund the ongoing exploration and
evaluation programmes (Diamonds and
Industrial Minerals) of the Company’s
Skeleton Coast Project (EPL 2698 – 2700);
$178,000 $623,000
(b) fund the ongoing exploration and
evaluation programmes of the
Company’s Erongo Polymetallic Project
(EPL 2805 – 2811);
$144,000 $529,000
(c) Fund the exploration and evaluation of
the Nuclear Fuel potential of the Erongo
Polymetallic Project (EPL 2805 – 2811);
$120,000 $420,000
(d) Fund the review of new resource projects; $50,000 $150,000
(e) provide funds for the corporate and
administration activities of the Company;
$490,000 $980,000
(f) provide working capital; and $140,659 $126,338
(g) meet the costs of the Issue. $77,351 $171,662
Total $1,200,000 $3,000,000
In the event that applications for the inclusion of nuclear fuels at the Company’s
Erongo Polymetallic Project are not approved by the Ministry of Mines & Energy,
Namibia no funds will be applied to the exploration and evaluation of the
nuclear fuel potential of the project. In the event this was to occur, these funds
would be applied to the review of new resource projects, and to working
capital.
Funds raised in excess of the minimum subscription are estimated to be applied
firstly to the increased costs of the Issue, and then equally to the exploration and
evaluation programmes of the Company’s resource projects (items (a) to (c)
above) and the corporate and administrative costs of the Company (item (e)
above) to the extent foreshadowed in the above table assuming the Issue is fully
subscribed. The balance of the funds raised from this Issue would then be used
for continuing working capital purposes, and lastly the review of new resource
projects.
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4.2 Effect of the Issue and Pro Forma Consolidated Statement of Financial Position
The principal effect of the Issue will be to:
(a) increase cash reserves by approximately $3,000,000 immediately after
completion of the Issue and before estimated expenses of the Issue,
assuming all the Shares and free attaching 2009 Options offered under
this Prospectus are issued. In the event the Issue closes at the minimum
subscription, cash reserves will increase by $1,200,000 immediately after
completion of the Issue and before estimated expenses of the Issue;
and
(b) increase the number of Shares on issue by 50,000,000 to 292,924,370
assuming the Issue closes fully subscribed. In the event the Issue closes
at the minimum subscription, the number of Shares on issue will increase
by 20,000,000 to 262,924,370.
(c) increase the number of 2009 Options on issue by 50,000,000 to
201,494,234 assuming the issue closes fully subscribed. In the event the
Issue closes at the minimum subscription, the number of 2009 Options on
issue will increase by 20,000,000 to 171,494,234.
Set out below is:
(a) an unaudited pro-forma consolidated statement of financial position of
the Company based on the Company’s Half Year Financial Report
which was reviewed by the Company’s auditor, assuming the Issue
closes fully subscribed; and
(b) an unaudited pro-forma consolidated statement of financial position of
the Company based on the Company’s Half Year Financial Report
which was reviewed by the Company’s auditor, assuming the Issue
closes at the minimum subscription.
# Note: The pro-forma statement of financial position’s assume that the
costs of the Issue have been paid and that the net proceeds of the
Issue have been received as cash, but does not reflect the application
of funds as those additional expenditures will be made over time.
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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Economic Entity
Audit
Reviewed @
31/12/2004
AUD$
Pro-forma
assuming the
Issue is fully
subscribed
AUD$
Pro-forma
assuming the
Issue closes at
minimum
subscription
AUD$
CURRENT ASSETS
Cash assets 1,657,606 4,485,944 2,780,255
Receivables 70,838 70,838 70,838
Inventories 102,699 102,699 102,699
Other financial assets 52,133 52,133 52,133
TOTAL CURRENT ASSETS 1,883,276 4,711,614 3,005,925
NON-CURRENT ASSETS
Other financial assets 47,000 47,000 47,000
Property, plant and equipment 760,409 760,409 760,409
Other 17,750,952 17,750,952 17,750,952
TOTAL NON-CURRENT ASSETS 18,558,361 18,558,361 18,558,361
TOTAL ASSETS 20,441,637 23,269,975 21,564,286
CURRENT LIABILITIES
Payables 199,225 199,225 199,225
Provisions 4,101 4,101 4,101
Other - - -
TOTAL CURRENT LIABILITIES 203,326 203,326 203,326
NON-CURRENT LIABILITIES
Payables - - -
TOTAL NON-CURRENT LIABILITIES - - -
TOTAL LIABILITIES 203,326 203,326 203,326
NET ASSETS 20,238,311 23,066,649 21,360,960
EQUITY
Contributed equity 18,263,271 21,091,609 19,385,920
Reserves 13,733,183 13,733,183 13,733,183
Accumulated losses (11,758,143) (11,758,143) (11,758,143)
TOTAL EQUITY 20,238,311 23,066,649 21,360,960
9
Upon completion of the Issue (assuming the Issue is fully subscribed), the capital structure
of the Company will be:
Shares and partly paid shares on issue post completion of issue Number
Fully Paid Shares at the date of this Prospectus 242,924,370
Partly Paid Shares issued at 7.0 cents and paid to 1.0 cent at the
date of this Prospectus
38,940,000
Partly Paid Shares issued at 9.0 cents and paid to 1.0 cent at the
date of this Prospectus
5,000,000
Fully Paid Shares to be issued pursuant to this Prospectus 50,000,000
Total Issued Shares and Partly Paid Shares 336,864,370
Options
Existing options exercisable at $0.10 and expiring 30 November
2009 (2009 Options)
2009 Options to be issued pursuant to this Prospectus
Existing Unlisted Options exercisable at $0.10 and expiring on 30
June 2006
151,494,234
50,000,000
1,000,000
Total Issued Options 202,494,234
Upon completion of the Issue (assuming the Issue closes at minimum subscription), the
capital structure of the Company will be:
Shares and partly paid shares on issue post completion of issue Number
Fully Paid Shares at the date of this Prospectus 242,924,370
Partly Paid Shares issued at 7.0 cents and paid to 1.0 cent at the
date of this Prospectus
38,940,000
Partly Paid Shares issued at 9.0 cents and paid to 1.0 cent at the
date of this Prospectus
5,000,000
Fully Paid Shares to be issued pursuant to this Prospectus (Shares) 20,000,000
Total Issued Shares and Partly Paid Shares 306,864,370
Options
Existing options exercisable at $0.10 and expiring 30 November
2009 (2009 Options)
2009 Options to be issued pursuant to this Prospectus
Existing Unlisted Options exercisable at $0.10 and expiring on 30
June 2006
151,494,234
20,000,000
1,000,000
Total Issued Options 172,494,234
10
SECTION 5
5. RIGHTS ATTACHING TO SHARES AND 2009 OPTIONS
The following is a summary of the more significant rights attaching to Shares and
2009 Options. This summary is not exhaustive and does not constitute a
definitive statement of the rights and liabilities of shareholders in the Company.
To obtain such a statement, persons should seek independent legal advice.
Full details of the rights attaching to Shares are set out in the Company’s
Constitution, a copy of which is available for inspection at the Company’s
registered office during normal business hours.
5.1 Rights attaching to Shares
Shares to be issued pursuant to this Prospectus, and those to be issued following
the exercise of the free attaching 2009 Options offered pursuant to this
Prospectus will rank equally in all respects with the existing Shares on issue. The
rights attaching to all such Shares include:
Voting Rights
Subject to any rights or restrictions for the time being attached to any class or
classes of Shares, at a General Meeting of Reefton every holder of fully paid
ordinary Shares present in person or by an attorney, representative or proxy shall
have one vote on a show of hands and one vote per Share on a poll.
A person who holds a Share which is not fully paid is entitled, on a poll, to such
number of votes as bears the same proportion to the total of those Shares
registered in the Shareholder’s name as the amount of the issue price of shares
paid bears to the total issue price. In the case of joint holders of Shares, the vote
of the senior who tenders a vote, whether in person or by proxy, attorney or
representative, shall be accepted to the exclusion of the votes of the other joint
holders and, for this purpose, seniority shall be determined by the order in which
the names stand in the Register of Shareholders.
Dividend Rights
The Directors may from time to time declare a dividend to be paid to the
Shareholders entitled to the dividend. Subject to Clause 5.5 of the Constitution
and subject to the rights of any preference shareholders and to the rights of the
holders of any shares created or raised under any special arrangement as to
dividend, the dividend as declared shall be payable on all Shares in proportion
to the number of Shares held by them, irrespective of the amount paid up or
credited as paid up in the Shares in accordance with Part 2H.5 of Chapter 2H of
the Corporations Act.
Rights of Winding Up
If the Company is wound up, the liquidator may, with the authority of a special
resolution, divide among the Shareholders in kind the whole or any part of the
property of the Company, and may for that purpose set a value as the liquidator
considers fair upon any property to be so decided, and may determine how the
division is to be carried out as between the Shareholders or different classes of
shareholders.
11
Transfer of Shares
Subject to the constitution of Reefton, the Corporations Act and the Listing Rules,
ordinary Shares are freely transferable.
Creation and Issue of further Shares
The allotment and issue of any new Shares is under the control of the Directors
and, subject to any restrictions on the allotment of Shares imposed by Reefton’s
constitution, the Listing Rules or the Corporations Act, the Directors may allot,
issue, grant options over, or otherwise dispose of, those Shares to such persons on
such terms and conditions and with such rights and privileges as they may from
time to time determine.
Variation of Rights
At present, Reefton has on issue ordinary Shares. Any variation of rights shall be
subject to Part 2F.2 of Chapter 2F of the Corporations Act.
General Meetings
Each Shareholder is entitled to receive notice of, and to attend and vote at,
general meetings of Reefton and to receive all notices, accounts and other
documents required to be furnished to shareholders under Reefton’s
Constitution, the Corporations Act or the ASX Listing Rules.
5.2 Terms and Conditions of 2009 Options
Each 2009 Option will entitle the holder to subscribe for a Share in the Company
at ten (10) cents per Share on the following terms:-
(a) The 2009 Options shall expire at 5:00 pm (WST) on 30 November 2009 but
may be exercised at any time prior to 30 November 2009.
(b) The 2009 Options are only exercisable at ten (10) cents each payable in
cash.
(c) The 2009 Options shall only be exercisable wholly or in part by executing
and forwarding to the Company a 2009 Option Exercise Form.
(d) There are no participating rights, or entitlements inherent in the 2009
Options to participate in any new issue or bonus issue of securities which
may be offered to members of the Company from time to time prior to or
on 30 November 2009.
(e) 2009 Optionholders have the right to exercise their 2009 Options prior to
the date of determining entitlements to any capital issue to the then
existing shareholders of the Company made during the currency of the
2009 Options. In this regard, 2009 Optionholders shall be given at least 10
Business Days notice before the determination of entitlements to any
issue, to exercise their 2009 Options.
(f) In the event of any reconstruction (including consolidation, sub-division,
reduction or return) of the issued capital of the Company, the 2009
Options will be re-organised in accordance with the Listing Rules
applicable at the time of the re-organisation.
12
(g) Application for Official Quotation of the 2009 Options will be made by
the Company in accordance with the ASX Listing Rules and the
Corporations Act. In addition, application for Official Quotation of the
Shares allotted and issued pursuant to the exercise of the 2009 Options
will be made by the Company within three (3) business days after the
date of allotment of such Shares.
(h) Shares allotted and issued pursuant to the exercise of the 2009 Options
will be allotted and issued no more than 15 days after the receipt of a
properly executed exercise notice and receipt of the application monies.
(i) A statement will be issued for the 2009 Options. Attached to the
statement there will be a form that must be executed and forwarded to
the Company when exercising the 2009 Options. If there is more than
one 2009 Option on a statement, and prior to 30 November 2009 those
2009 Options are exercised in part, the Company will issue another
statement for the balance of the 2009 Options held and not yet
exercised.
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SECTION 6
6. RISKS
The offer of Shares and free attaching 2009 Options pursuant to this Prospectus
should be considered speculative because of the uncertainties of success in
procuring interests in mineral tenements and the exploration, evaluation and
development of such tenements or any other investment. Such activities will
form a substantial part of the activities of the Company. The offer of Shares and
free attaching 2009 Options should be considered speculative for the following
reasons:
(a) Fluctuations in the price of commodities including but not limited to
base, precious and rare metals, rare earths, precious gemstones,
uranium and mineral sands.
(b) Inflation, interest rates, general economic changes, industrial disputes
and political factors in Australia and overseas likely to affect the
Australian equities markets.
(c) Exploration and mining by its nature contains elements of significant risk
in that success depends on discovery and delineation of recoverable
and economic ore reserves, design of suitable processes for recovery of
minerals and construction of an efficient operation at a remote
location. There is also the aspect of obtaining long term markets for any
mineral product.
(d) The Company’s success in obtaining the renewal of its existing mineral
licences from time to time, and in having applications for new mineral
licences granted by relevant government departments in the countries
that the Company currently operates, or operates sometime in the
future.
(e) The market price of the Company's securities being affected by varied,
unpredictable and often indefinable influences for equities in general
and mining and exploration stocks in particular.
(f) It is possible that there will exist on the Company's tenement areas
containing sacred sites or sites of significance to Aboriginal people
subject to the provisions of the Aboriginal Heritage Act or areas subject
to the Native Title Act. As a result land within the mining tenements may
be subject to exploration, mining or other restrictions as a result of claims
of Aboriginal heritage sites or native title.
(g) Possible sovereign risks including but not limited to social or political
upheaval, indigenous peoples claims, and changes in laws relating to
foreign ownership, government participation, taxation, royalties, duties,
rules of exchange and controlled land and water use and mine safety.
This risk is particularly relevant with the Company’s principal mineral
assets being located in Namibia.
(h) For reporting periods beginning on or after 1 January 2005 the Company
must comply with International Financial Reporting Standards (IFRS) as
issued by the Australian Accounting Standards Board. These changes
will affect the way in which certain items are reported in the Company's
financial statements.
14
(i) The Directors of the Company believe its available cash, and the net
proceeds of the Issue will be adequate to fund the current exploration
and corporate activities of the Company as stated in this Prospectus.
Any inability to obtain additional finance as required for subsequent
exploration and corporate activities following the use of the Company’s
presently available funds and those to be raised pursuant to this
Prospectus would have a material adverse effect on the Company.
15
SECTION 7
7. ADDITIONAL INFORMATION
7.1 Continuous Disclosure Obligations
The Company is a “disclosing entity” (as defined in Section 111AC of the
Corporations Act) for the purposes of Section 713 of the Corporations Act and,
as such, is subject to regular reporting and disclosure obligations. Specifically,
like all listed companies, the Company is required to continuously disclose any
information it has to the market which a reasonable person would expect to
have a material effect on the price or the value of the Company’s securities.
The Shares that will be issued pursuant to this Prospectus, and the Shares to be
issued upon conversion of the free attaching 2009 Options that will be issued
pursuant to this Prospectus, will be in the same class of Shares that have been
quoted on the official list of ASX during the 12 months prior to the issue of this
Prospectus.
In general terms “transaction specific prospectuses” are only required to contain
information in relation to the effect of the issue of securities on the Company
and the rights attaching to the securities. It is not necessary to include general
information in relation to all of the assets and liabilities, financial position, profits
and losses or prospects of the issuing company.
Having taken such precautions and having made such enquires as are
reasonable, the Company believes that it has complied with the general and
specific requirements of ASX as applicable from time to time throughout the 12
months before the issue of this Prospectus which required the Company to notify
ASX of information about specified events or matters as they arise for the
purpose of ASX making that information available to the stock market
conducted by ASX.
Information that is already in the public domain has not been reported in this
Prospectus other than that which is considered necessary to make this
Prospectus complete.
The Company, as a disclosing entity under the Corporations Act, states that:
(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company
(not being documents referred to in section 1274(2)(a) of the
Corporations Act) may be obtained from, or inspected at, the offices of
the ASIC; and
(c) it will provide a copy of each of the following documents, free of
charge, to any person on request between the date of issue of this
Prospectus and the Closing Date:
(i) the annual financial report most recently lodged by the
Company with the ASIC;
(ii) any half year financial report lodged with the ASIC by the
Company after the lodgement of the annual financial report
referred to in (i) and before the lodgement of this Prospectus
with the ASIC; and
16
(iii) any documents used to notify ASX of information relating to the
Company during that period in accordance with ASX Listing
Rules as referred to in Section 674(1) of the Corporations Act.
Copies of all documents lodged with the ASIC in relation to the Company can
be inspected at the registered office of the Company during normal office
hours.
For details of documents lodged with ASX since the date of lodgement of the
Company’s latest annual financial report refer to the table set out below.
Date Description of Announcement
27 October, 2004 Annual Report
27 October, 2004 Appendix 3B
27 October, 2004 Disclosure Document
29 October, 2004 First Quarter Activities & Cashflow Report
4 November, 2004 Change of Directors Interest Notice
11 November, 2004 Raises $1.8 million
16 November, 2004 Disclosure Document
16 November, 2004 Appendix 3B
26 November, 2004 Allotment of Securities
30 November, 2004 Results of Meeting
6 December, 2004 Appendix 3B – Exercise of Options
21 December, 2004 Amended Appendix 3B – Exercise of Options
31 January, 2005 Second Quarter Activities & Cashflow Report
10 February, 2005 Significant Diamond Valuation
9 March, 2005 Response to ASX Share Price Query
17 March, 2005 Half Year Accounts
18 March, 2005 New Uranium Discovery
18 March, 2005 Trading Halt
21 March, 2005 Response to ASX Query
31 March, 2005 Uranium Samples Recovered from Erongo Project
1 April, 2005 Director Resignation
5 April, 2005 Status of Renewal Applications – Erongo & Skeleton
Coast
6 April, 2005 PDN: Langer Heinrich Uranium Deposit
7 April, 2005 Status of Renewal Applications – Erongo & Skeleton
Coast
11 April, 2005 Final Directors Interest Notice
12 April, 2005 Change of Directors Interest Notice
12 April, 2005 Amended: Appendix 3B
15 April, 2005 Erongo Project - Exploration Update
21 April, 2005 Soil Geochemistry Shows Uranium – Erongo Project
22 April, 2005 Resignation of CEO
29 April, 2005 Third Quarter Activities & Cashflow Report
5 May, 2005 Issue of Options to Former CEO & Appendix 3B
17
16 May, 2005 Notice of General Meeting
20 May, 2005 Exclusive Prospecting Licences, Namibia – Update
24 May, 2005 Trading Halt
1 June, 2005 Exclusive Prospecting Licences, Namibia – Update
3 June, 2005 Exclusive Prospecting Licences, Namibia – Update
9 June, 2005 Renewal of Skeleton Coast Project and Inclusion of
Industrial Minerals
ASX maintains files containing publicly available information for all listed
companies. The Company’s file is available for inspection at ASX during normal
hours.
7.2 Directors’ Interests
Other than as set out below or elsewhere in this Prospectus, no Director nor any
organisation in which such a Director is a partner or director, has or had within 2
years before the lodgement of this Prospectus with the ASIC, any interest in:
(a) the promotion or formation of the Company;
(b) property acquired or proposed to be acquired by the Company in
connection with its formation or promotion or the offer of Securities
pursuant to this Prospectus; or
(c) the offer of Securities pursuant to this Prospectus,
and no amounts have been paid or agreed to be paid (in cash or shares or
otherwise) to any Director or to any organisation in which any such Director is a
partner or director, either to induce him to become, or to qualify him as, a
Director or otherwise for services rendered by him or by the firm in connection
with the promotion or formation of the Company.
Each Directors’ interests in the Company’s securities at the date of this
Prospectus are:
Director Fully Paid Shares Listed Partly Paid
Shares
2009 Options
Bradley S. Moore 643,814 NIL 325,000
Garry R. Hemming 105,000 NIL NIL
Anthony Ogilvie Thompson NIL NIL NIL
The Constitution of the Company provides that the Directors may be paid for
their services as Directors, a sum not exceeding such fixed sum per annum as
may be determined by the Company in general meeting, where notice of the
amount of the suggested increase and the maximum sum that may be paid
shall have been given to shareholders in the notice convening the meeting.
In total, the Directors presently receive remuneration of $44,400 per annum (plus
statutory superannuation) allocated amongst them as they determine.
18
Roscoria Pty Ltd, a company of which Mr G Hemming is a director, received
$76,777 for geological services provided to the Company during the 2004
financial year (2003: $80,594). For the period 1 July 2004 to the date of
lodgement of this Prospectus, Roscoria Pty Ltd has received $61,080 (excl GST) for
the provision of these services.
Quadrant Management Pty Ltd is a company of which Mr V Nikolaenko (a
former director of the Company) is a director and shareholder. Mr V Nikolaenko
is deemed an associate of Mr Moore, the Chairman of the Company, due to Mr
Moore’s relationship with Mr Nikolaenko’s daughter. Quadrant Management Pty
Ltd received a total of $300,000 in management fees pursuant to a
management agreement during the 2004 financial year (2003: $300,000) and
$188,276 for corporate services (2003: $143,722) provided to the Company in the
ordinary course of business at normal commercial rates. For the period 1 July
2004 to the date of lodgement of this Prospectus, Quadrant Management Pty Ltd
has received management fees of $275,000 and corporate fees of $91,333.
Quadrant Management Pty Ltd also received out of pocket expenses
reimbursed at cost during the above periods.
7.3 Interests of Experts and Advisers
Other than as set out below or elsewhere in this Prospectus, no expert nor any
organisation in which such expert has an interest, has or had within 2 years
before the lodgement of this Prospectus with the ASIC, any interest in:
(a) the promotion or formation of the Company;
(b) property acquired or proposed to be acquired by the Company in
connection with its formation or promotion or the offer of Securities
pursuant to this Prospectus; or
(c) the offer of Securities pursuant to this Prospectus,
and no amounts have been paid or agreed to be paid (in cash or shares or
otherwise) to any expert or to any firm in which any such expert is a partner,
either to induce him to become, or to qualify him as, a expert or otherwise for
services rendered by him or by the firm in connection with the promotion or
formation of the Company.
RM Capital Pty Ltd, Hudson Securities Pty Ltd and Leadenhall Australia Ltd have
indicated an interest in placing part of the Shares and free attaching 2009
Options offered pursuant to this Prospectus to their respective client bases.
These parties will be entitled to placement fees on valid applications accepted
by the Company in accordance with Section 7.4 of this Prospectus.
RM Capital have not acted for the Company on any previous occasion and in
the last 2 years have not been paid any fees by the Company.
Hudson Securities Pty Ltd has acted as Lead Broker and Manager to capital
raisings completed by the Company, and as a corporate advisor to the
Company. In the last 2 years Hudson Securities Pty Ltd have been paid a total of
$188,500 plus GST and have been issued 2,050,000 2009 Options for no
consideration for services provided to the Company.
Leadenhall Australia Ltd has acted as underwriter to a number of capital raisings
completed by the Company. In the last 2 years Leadenhall Australia Ltd have
been issued 6,140,678 2009 Options for no consideration for services provided to
the Company.
19
7.4 Estimated Expenses of Issue
The estimated expenses of the Issue are as follows:
Minimum
Subscription
AUD$
Full
Subscription
AUD$
ASX Listing Fees
10,091
13,302
ASIC Fees 2,010 2,010
Consulting Fees 5,000 6,000
Placement Fees * 60,000 150,000
Printing and Postage 250 350
Total
$77,351
$171,662
* The Directors reserve the right to pay placement fees of up to 5% of the funds
raised from this Issue in respect to valid applications received and accepted by
the Company.
7.5 Market Price of Fully Paid Shares
The Company is a disclosing entity for the purposes of the Corporations Act and
its Shares are enhanced disclosure securities quoted on ASX.
The highest and lowest market sale prices of the Company’s Shares on ASX
during the 3 months immediately preceding the date of lodgement of this
Prospectus with the ASIC and the respective dates of those sales were:
Highest: 17.5 cents per Share on 22 March 2005.
Lowest: 5.5 cents per Share on 10 March 2005.
The latest available closing sale price of the Company’s Shares on ASX prior to
the lodgement of this Prospectus with the ASIC was 7.5 cents per share on 9 June
2005.
7.6 Consents
RM Capital Pty Ltd, Hudson Securities Pty Ltd and Leadenhall Australia Ltd have
each given their written consent to being named in Section 7.3 of this Prospectus
as entities that have expressed interest in placing part of the Shares and free
attaching 2009 Options offer pursuant to this Prospectus to their respective client
bases, and none of these entities have withdrawn their consent to being named
in this Prospectus prior to lodgement of this Prospectus with the ASIC.
For the purposes of Section 716 of the Corporations Act, notwithstanding that it
may be referred to elsewhere in this Prospectus, RM Capital Pty Ltd, Hudson
Securities Pty Ltd and Leadenhall Australia Ltd were not involved in the
preparation of any part of this Prospectus, did not cause the issue of this
Prospectus or the making of the Issue and do not accept any liability to any
person in respect of any false or misleading statement in, or omission from, any
part of this Prospectus.
20
7.7 Directors’ Consent
This Prospectus is issued by the Company and its issue has been authorised by a
resolution of the Directors.
In accordance with Section 720 of the Corporations Act, each Director has consented in
writing to the lodgement of this Prospectus with the ASIC.
_______________________________________
Bradley S. Moore
For and on behalf of
Reefton Mining NL
21
GLOSSARY
Applicant means an investor that applies for Shares and free attaching 2009 Options
using an Application Form pursuant to this Prospectus.
Application Form means the application form either attached to or accompanying this
Prospectus.
ASIC means the Australian Securities and Investments Commission.
ASX means Australian Stock Exchange Limited (ABN 98 008 624 691).
Business Day means a day on which trading takes place on the stock market of ASX.
Closing Date means the closing date for receipt of Application Forms under this
Prospectus as set out in Section 1.1 of this Prospectus.
Company or Reefton means Reefton Mining NL (ABN 68 010 546 675).
Constitution means the Company’s Constitution as at the date of this Prospectus.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means directors of the Company at the date of this Prospectus.
Dollar or “$” means Australian dollars.
Issue means the proposed issue of Shares and free attaching 2009 Options referred to in
the “Details of the Issue” section of this Prospectus.
Listed Partly Paid Share means an ordinary share in the capital of the Company issued at
7 cents and paid to 1 cent, which is quoted on ASX under the ASX Code RTMCA.
Listing Rules or ASX Listing Rules means the Listing Rules of ASX.
Opening Date means the opening date for receipt of Application Forms under this
Prospectus as set out in Section 1.1 of this Prospectus.
2009 Option means an option to acquire a Share at an exercise price of $0.10 each on or
before 30 November 2009, issued on the terms and conditions specified in this
Prospectus.
Prospectus means this Prospectus.
Share means a fully paid ordinary share in the capital of the Company.
Unlisted Option means a non-transferable option to acquire a Share at an exercise price
of $0.10 each on or before 30 June 2006, which is not quoted on ASX.
Unlisted Partly Paid Share means an ordinary share in the capital of the Company issued
at 9 cents and paid to 1 cent, which is not quoted on ASX.
WST means Western Standard Time.
APPLICATION FORM – SHARES & FREE ATTACHING 2009 Options
REEFTON MINING NL ABN 68 010 546 675
APPLICATION FORM
Pin your cheque here
To meet the requirements of the Corporations Act this form must not be handed on
unless accompanied by the Prospectus.
Broker’s Stamp
For items A to F refer to instructions for completion on the reverse side of this form
PLEASE USE BLOCK LETTERS
A I/We apply for
Shares and the equivalent number of free attaching 2009 Options or
such lesser number of Shares and equivalent number of free attaching
2009 Options as may be allocated to me/us by the Company.
I/We acknowledge that this application is for Shares and free attaching 2009 Options up to the number
applied for by me/us. I/We hereby authorise the Company to complete and execute any documents
necessary to effect the issue of Shares and free attaching 2009 Options to me/us.
B I/We lodge full application monies
$
Being $0.06 for each Share
applied for by me/us.
C Complete Full Name Details
Name (if a company provide an A.C.N. Number)
D Complete Address Details
Number and Street
Suburb or City State Postcode
E Telephone Details
Home Work
F HIN and/or PID
HIN PID
G Cheque Details
Drawer Bank Branch (BSB) Amount of cheque
$
I
/We declare that this application is completed according to the declarations/appropriate statements
on the reverse of this form and agree to be bound by the Constitution of Reefton Mining NL and I/We
further agree to take any number of Shares and equivalent number of free attaching 2009 Options
equal to or less than the number applied for. Lodge your application form as soon as possible.
NO SIGNATURE REQUIRED
PLEASE COMPLETE FRONT
How to Apply for Shares and free attaching 2009 Options
Please complete all relevant sections of the Application Form using BLOCK LETTERS. If you have any questions on how
to complete this Application Form please telephone the Company on (618) 9322 7822.
Please post or deliver the completed Application Form together with your cheque to the address listed below:
Reefton Mining NL
Level 1
47 Ord Street
WEST PERTH WA 6005
Application Forms must be received by no later than 5.00 pm (WST) on the Closing Date specified in the Prospectus.
The Application Form does not need to be signed.
A Insert the NUMBER OF SHARES AND FREE ATTACHING 2009 OPTIONS you wish to apply for in Box A. The minimum
number that can be applied for is 100,000 Shares and 100,000 free attaching 2009 Options, and thereafter in
multiples of 50,000 Shares and 50,000 free attaching 2009 Options. A ready reckoner of amounts payable for
different numbers of Shares and free attaching 2009 Options applied for is as follows:
Number of Shares and free attaching 2009 Options Applied For Amount
100,000 $6,000
150,000 $9,000
300,000 $18,000
500,000 $30,000
1,000,000 $60,000
B Insert the amount of your APPLICATION MONIES in Box B. The amount must be equal to the number of Shares
applied for (as in Box A) multiplied by $0.06 per Shares.
C Write your FULL NAME in Box C (exactly as on your existing holding statement if you are an exisitng
shareholder). This must be either your own name or the name of a company. You should refer to the
examples noted below for the correct forms of name which can be registered. Applications using the
incorrect form of name may be rejected. If your Application Form is not completed correctly, or if the
accompanying payment is for the wrong amount, it may still be treated as valid. Any decision as to whether
to treat your application as valid, and how to construe, amend or complete it, shall be final. You will not
however, be treated as having offered to subscribe for more Shares and free attaching 2009 Options than is
indicated by the amount of the accompanying cheque for the application monies referred to in Box B.
D Enter your POSTAL ADDRESS for all correspondence in Box D. All communications to you from the Company’s
Share Registry (shareholding statements, annual/interim reports, correspondence, etc) will be mailed to the
person(s) and address as shown in Box D.
E Enter details of contact person and telephone number to assist if any queries need to be made by the
Company or the Share Registry in Box E.
F The Company participates in the CHESS System. If you are a participant in the CHESS System insert your HIN
(“Holder Identification Number”) and/or PID (“Participation Identifier”) in Box F.
G1 Complete cheque details as required in Box G.
G2 Insert TOTAL AMOUNT OF YOUR CHEQUE(S) OR BANK DRAFTS in Box G. The total amount of your cheque(s) or
bank drafts must equal the total application monies (see Box B). Cheques or bank drafts must be drawn on an
Australian bank in Australian currency and made payable to “REEFTON MINING NL PLACEMENT ACCOUNT”
and crossed “NOT NEGOTIABLE”. Do not send cash. A separate cheque or bank draft should accompany
each Application Form lodged. No receipts will be issued.
CORRECT FORMS OF REGISTRABLE TITLE
Note that ONLY legal entities can hold Shares and 2009 Options. The application must be in the name(s) of a natural
person(s), companies or other legal entities acceptable to Reefton Mining NL. Applications for Shares and free
attaching 2009 Options on behalf of trusts should be made in the name of the trustee. At least one full given name is
required for each natural person. Applications cannot be made by persons under 18 years of age. Examples of the
correct form of registrable title are set out below:
Type of Investor Correct Form of Registrable Title Incorrect Form of Registrable Title
Trusts Mr John David Smith John David Smith Family Trust
(John David Smith Family A/C)
Partnerships Mr John David Smith and Ian Lee Smith John Smith & Son
Superannuation Funds John Smith Pty Ltd John Smith Superannuation Fund
(John Smith Superannuation Fund A/C)