Here's todays announcement from Spinifex, lifted from the ASX...

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.

Introduced 1/7/96. Origin Appendix 5. Amended 1/7/98, 1/9/99,
1/7/2000.

Name of Entity
Spinifex Gold Limited

ABN
13 064 445 870

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