Here's todays announcement from Spinifex, lifted from the ASX Web Site. The 30% discount mentioned is based on a share price of 9.5 cents......not as good as it sounds, based on todays close. Sorry it's so long, but better to post it all than to try and precis it. Any comments from shareholders &/or others? Regards, Carl.
Document date: Wed 29 May 2002 Published: Wed 29 May 2002 20:28:12 Document No: 217084 Document part: A Market Flag: Y Classification: Renounceable Issue , Appendix 3B
PART 1 SPINIFEX GOLD LIMITED 2002-05-29 ASX-SIGNAL-G
HOMEX - Perth
+++++++++++++++++++++++++ The Directors of Spinifex Gold Ltd are pleased to announce a package of initiatives that are designed to strengthen the Company's financial position, restructure its balance sheet and put the Company in a strong position to intensify its exploration and development program for its Tanzanian properties. These initiatives are timely and are designed to capitalise on the current market conditions, where the gold spot price has recorded a considerable increase and investor support for gold companies has improved.
The initiatives are:
a. conversion of Convertible Notes to equity;
b. consolidation of share capital; and
c. substantial capital raising through an underwritten renounceable rights issue.
A. CONVERTIBLE NOTES
The Company currently has two convertible notes on issue with a combined face value of approximately of $5 million (Canadian dollar note CDN$1,901,773 and US dollar note US$1,500,000), which fall due for redemption on 31 December 2002. The Company has renegotiated the conversion terms for both notes, based on exchange rates and the share price in effect in late March, when negotiations first began.
A total of 67,022,840 shares at an issue price of 7.5 cents each will be issued in satisfaction of the convertible notes (29,702,440 shares in respect of the Canadian dollar note and 37,320,400 shares in respect of the US dollar note). The conversion of the notes is subject to shareholder approval for the purposes of ASX listing rules (LR 7.1). In the case of the US dollar note, shareholder approval is also required in accordance with the Corporations Act because the holder of the note, African Lion Ltd is an associate of Lion Selection Group Ltd, which company has an interest of greater than 20% in the issued capital of the Company.
An independent expert's report has been commissioned for the purposes of the shareholders meeting. A conversion fee comprising 5 million options (exercisable at 20 cents each on or before 30 June 2006) and $100,000 cash is payable to each option holder.
B. SHARE CAPITAL CONSOLIDATION
Following consultation with a number of shareholders and stockbrokers, the Directors have concluded that it is appropriate to seek shareholder approval for a share capital consolidation on a ratio of one (1) new share for every eight (8) shares currently held. Completion of the share capital consolidation will put the Company in a position to undertake a substantial capital raising; [refer (C) below] and take advantage of current market conditions.
The issue of 67,022,840 shares in satisfaction of the convertible notes [refer (A) above] is on a pre-consolidation basis and those shares will subsequently be subject to the consolidation.
C. CAPITAL RAISING
Following the share capital consolidation referred to above, the Company will undertake a fully underwritten one (1) for three (3) renounceable rights issue at an issue price of 50 cents per share to raise a total of approximately $8.16 million. Underwriting arrangements have been finalised with two of the Company's substantial shareholders, African Lion Ltd and Lion Selection Group Ltd although formal agreements have yet to be executed. African Lion Ltd and Lion Selection Group Ltd will be underwriting in the proportions 70% and 30% respectively.
Based on the current market price of approximately 9.5 cents and a share capital consolidation ratio of 1 for 8, the proposed renounceable issue at 50 cents per share represents a discount of over 30% and provides an attractive opportunity for shareholders to participate in this issue.
The funds raised will be used to intensify exploration and development programs on the Company's properties in Tanzania, in particular the highly prospective Buckreef / Rwamagaza project. A number of the Company's less well-explored properties, which have been low priority in the past will also be the subject of renewed exploration activities. The Company's financial strength following these initiatives will also enable it to pursue new properties containing known resources that adjoin or are in close proximity to existing projects. The Company has already identified some such properties and negotiations will be pursued over the next few months. This initiative in particular could assist projects in reaching critical mass, when existing resources are aggregated with new resources. The funds may also be used towards participation in the Nyakafuru joint venture (presently subject to a farm-in arrangement with Resolute Mining Ltd).
The capital structure of the Company following these initiatives is presented on Attachment 1 and key terms of the underwriting agreements are presented on Attachment 2. An Appendix 3B is also attached.
TIMING
As noted earlier, an independent expert's report has been commissioned for the purposes of a shareholders' meeting to vote on the issue of shares to African Lion Ltd pursuant to the conversion of its Note.
The Company expects to be in a position to convene the shareholders meeting in mid June 2002, with the meeting likely to be held in mid July. The prospectus for the renounceable rights issue will be issued thereafter. When the Company is in a position to convene the general meeting, it will also issue a detailed timetable, including the record dates for the share capital consolidation and for the participation entitlement in the rights issue as well as the trading period for the rights.
S Shah COMPANY SECRETARY
A copy of the full announcement, including Attachments 1 and 2 is available in PDF format on www.asx.com.au. Alternatively it is available for purchase from ASX Customer Service on 1 300 300 279.
MORE TO FOLLOW
PART 2
Document date: Wed 29 May 2002 Published: Wed 29 May 2002 20:50:57 Document No: 217084 Document part: B Market Flag: Y Classification: Renounceable Issue , Appendix 3B SPINIFEX GOLD LIMITED 2002-05-29 ASX-SIGNAL-G
HOMEX - Perth
+++++++++++++++++++++++++ APPENDIX 3B NEW ISSUE ANNOUNCEMENT
APPLICATION FOR QUOTATION OF ADDITIONAL SECURITIES AND AGREEMENT
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
We (the entity) give ASX the following information.
PART 1 - ALL ISSUES You must complete the relevant sections (attach sheets if there is not enough space).
1. Class of securities issued Fully paid ordinary shares or to be issued
2. Number of securities issued Approximately 16,336,299 fully or to be issued (if known) paid ordinary shares (NB: refer or maximum number which to accompanying ASX may be issued announcement. This number of shares for issue is on a post (1 for 8) reconstruction basis) to be issued pursuant to a renounceable rights issue prospectus to be issued by the Company.
3. Principal terms of the securities - (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities, the conversion price and dates for conversion)
4. Do the securities rank equally Yes - ordinary shares will in all respects from the date rank equally with existing of allotment with an existing fully paid ordinary shares class of quoted securities
If the additional securities do not rank equally, please state: * the date from which they do * the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment * the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5. Issue price or consideration 50 cents per share
6. Purpose of the issue (if The funds raised will be used issued as consideration for to intensify exploration and the acquisition of assets, development programs on the clearly identify those Company's properties in assets) Tanzania, in particular the highly prospective Buckreef/ Rwamagaza project. A number of the Company's less well- explored properties, which have been low priority in the past will also be the subject of renewed exploration activities. It will also pursue new properties containing known resources that adjoin or are in close proximity to existing projects. The Company has already identified some such properties and negotiations will be pursued over the next few months. The funds may also be used towards participation in Nyakafuru joint venture (presently subject to a farm-in arrangement with Resolute Mining Ltd).
7. Dates of entering securities N/A - to be advised as shares into uncertified holdings will be offered under a rights or despatch of certificates issue
NUMBER CLASS 8. Number and class of all 65,345,196 Shares securities quoted on ASX (including the 12,930,769 Options exercisable at securities in clause $1.60 on or before 2 if applicable) 30/06/2006
NB:
(i) The above numbers are presented on a 1 for 8 post-reconstruction basis.
(ii) The Company presently has 70,264,907 quoted and 6,250,000 unquoted options with an expiry date of 30 June 2002. These are not noted above as they will expire (or be exercised) prior to completion of the capital consolidation.
NUMBER CLASS 9. Number and class of all 2,760,417 Options - see securities not quoted Attachment A for on ASX (including the details securities in clause 2 if applicable)
NB: The above numbers are presented on a 1 for 8 post-reconstruction basis.
10.Dividend policy (in the case There are no plans to pay of a trust, distribution dividends at this stage. policy) on the increased capital (interests)
PART 2 - BONUS ISSUE OR PRO RATA ISSUE
11. Is security holder approval No required
12. Is the issue renounceable Renounceable or non-renounceable
13. Ratio in which the securities One (1) for every three (3) will be offered shares (post reconstruction) held as at the record date.
14. Class of securities to which Fully paid ordinary shares the offer relates
15. Record date to determine To be advised entitlements
16. Will holdings on different N/A - only one register registers (or subregisters) maintained be aggregated for calculating entitlements
17. Policy for deciding entitlements Fractional entitlements will in relation to fractions be rounded up to the nearest whole number.
18. Names of countries in which the To be advised entity has security holders who will not be sent new issue documents
Note: Security holders must be told how their entitlements are to be dealt with.
Cross reference: rule 7.7.
19. Closing date for receipt of To be advised acceptances or renunciations
20. Names of any underwriters African Lion Ltd (70%) and Lion Selection Group Ltd (30%)
21. Amount of any underwriting fee 4% or commission
22. Names of any brokers to the N/A issue
23. Fee or commission payable to N/A the broker to the issue
24. Amount of any handling fee N/A payable to brokers who lodge acceptances or renunciations on behalf of security holders
25. If the issue is contingent Issue is not contingent on on security holders' shareholder approval. However, approval, the date of it is subject to conversion of the meeting Convertible Notes and share capital consolidation, for which shareholder approval is required. Date of that meeting will be advised.
26. Date entitlement and acceptance To be advised form and prospectus or Product Disclosure Statement will be sent to persons entitled
27. If the entity has issued options, To be advised and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28. Date rights trading will begin To be advised (if applicable)
29. Date rights trading will end To be advised (if applicable)
30. How do security holders sell To be advised their entitlements in full through a broker
31. How do security holders sell To be advised part of their entitlements through a broker and accept for the balance
32. How do security holders dispose To be advised of their entitlements (except by sale through a broker)
33. Despatch date To be advised
PART 3 - QUOTATION OF SECURITIES You need only complete this section if you are applying for quotation of securities
34. Type of securities (tick one)
(a) X Securities described in Part 1
(b) All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have Ticked Box 34(a)
Additional Securities Forming a New Class of Securities (If the additional securities do not form a new class, go to 43)
Tick to indicate you are providing the information or documents
35. If the securites are equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders
36. If the securites are equity securities, a distribution schedule of the additional securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - and over
37. A copy of any trust deed for the additional securities (now go to 43)
Entities that have Ticked Box 34 (b)
Items 38 to 42 are Not Applicable
ALL ENTITIES
Fees
43. Payment method (tick one)
Cheque attached
Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.
QUOTATION AGREEMENT
1. Quotation of our additional securities is in ASX's absolute discretion. ASX may quote the securities on any conditions it decides.
2. We warrant the following to ASX.
* The issue of the securities to be quoted complies with the complies with the law and is not for an illegal purpose.
* There is no reason why those securities should not be granted quotation.
* An offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
* Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any securities to be quoted and that no-one has any right to return any securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.
* We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the securities to be quoted, it has been provided at the time that we request that the securities be quoted.
* If we are a trust, we warrant that no person has the right to return the securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted.
3. We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
4. We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
S Shah COMPANY SECRETARY 29/05/2002
ATTACHMENT A
OPTION EXERCISE PERIODS AND EXPIRY DATES
NUMBER EXERCISE PRICE EXERCISE PERIODS/EXPIRY DATES
LISTED 12,930,769 $1.60 On or before 30/06/2005
UNLISTED 122,917 $1.60 On or before 16/11/2002 33,333 $1.60 On or before 12/01/2003 66,667 $1.60 On or before 12/01/2004 12,500 $1.60 On or before 29/11/2003 25,000 $1.60 On or before 29/11/2004 2,500,000 $1.60 On or before 30/06/2006
2,760,417 Total unlisted options
15,691,186 Total listed and unlisted options
SPX Price at posting:
0.0¢ Sentiment: None Disclosure: Held
(20min delay)