underwritten renounceable rights issue

18th August 2006
Manager of Company Announcements
Australian Stock Exchange Limited
Level 6, 20 Bridge Street
SYDNEY NSW 2000
By E-Lodgement
Underwritten Renounceable Rights Issue
Renounceable Rights Issue
As part of the planning for the Company's new direction, the directors of the Company ("Directors") wish to announce that the Company proposes to make a renounceable pro rata offer of fully paid ordinary shares to existing shareholders. The issue will be fully underwritten by Aegis Partners Ltd, with the formal documentation currently being finalised. It is anticipated that some or all of the Directors may sub-underwrite part of the offer.
It is proposed the renounceable pro rata offer will be made on the basis of one fully paid ordinary share in the capital of the Company ("Share") for every two Shares held by shareholders on the record date at an issue price $0.005 (0.5 cents) per Share, with each new Share having one free attaching option exercisable at $0.02 (2 cents) each on or before 30th September 2009. The Company will seek to have the new options listed. A record date for the offer will be announced to the ASX shortly.
The offer will result in the issue of 464,835,024 new Shares and 464,835,024 new options and will raise approximately $2.3m before costs. The funds raised will be used to complete the due diligence on the several acquisition opportunities currently being undertaken and to fund the purchase of any new projects for the Company.
It is anticipated that a disclosure document for the offer will be lodged within the next few weeks, at which time shareholders will be advised of the timetable for the offer
An Appendix 3B is attached.
Suite B, 150 Hay Street, Subiaco, Western Australia 6008
Phone: (618) 9388 8430 Facsimile: (618) 9388 8450
Deposit Paid for Acquisition of Ruighoek Chrome Project
Further to Chrome Corporation Limited's ("Company") announcement of 3rd July 2006, the Company is pleased to announce it has received a non refundable deposit of $250,000 from Blackthorn Mining plc as part of the cash consideration for the sale of the Ruighoek Chrome Project in South Africa.
The Company is currently conducting due diligence on several acquisition opportunities which come with strong industry management as the London listing of the Ruighoek Project comes close to completion.
Yours faithfully
Brian Thomas
Managing Director
Chrome Corporation Ltd
For further information please contact
Tel : (08) 9388 8430
Fax : (08) 9388 8450
Web : www.chromecorp.com
E-mail : [email protected]
Suite B, 150 Hay Street, Subiaco, Western Australia 6008
Phone: (618) 9388 8430 Facsimile: (618) 9388 8450
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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, 30/9/2001, 11/3/2002, 1/1/2003.
Name of entity
CHROME CORPORATION LIMITED
ABN
30 003 207 467
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 or to be issued
Ordinary Fully Paid Shares
Listed Options (2 cents, 30 Sept 2009)
2
Number of +securities issued or to be issued (if known) or maximum number which may be issued
464,835,024 Ordinary Fully Paid Shares
464,835,024 Listed Options (2 cents, 30 Sept 2009)
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)
Ordinary Fully Paid Shares
Listed Options (2 cents, 30 Sept 2009)
+ See chapter 19 for defined terms.
Appendix 3B Page 3 18/08/2006
4
Do the +securities rank equally in all respects from the date of allotment with an existing +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
Yes – Shares and Options
New class of Listed Option (2 cents, 30 September 2009)
5
Issue price or consideration
0.5 cents per share and a free attaching option (2 cents, 30 September 2009)on a 1 for 1 basis.
6
Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
Fund the due diligence on several acquisition opportunities currently being undertaken and to fund the purchase of any new projects for the Company.
7
Dates of entering +securities into uncertificated holdings or despatch of certificates
TBA
Number
+Class
8
Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)
1,394,505,072
499,320,624
464,835,024
239,220,000
Ordinary Fully Paid Shares
Options (5 cents, 30 September 2007)
Options (2 cents, 30 September 2009)
Convertible Notes (10%, 28 February 2008)
+ See chapter 19 for defined terms.
Appendix 3B Page 4 18/08/2006
Number
+Class
9
Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)
10
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
11
Is security holder approval required?
No
12
Is the issue renounceable or non-renounceable?
Renounceable
13
Ratio in which the +securities will be offered
1:2
14
+Class of +securities to which the offer relates
Ordinary
15
+Record date to determine entitlements
TBA
16
Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
No
17
Policy for deciding entitlements in relation to fractions
Rounded down
18
Names of countries in which the 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.
TBA
19
Closing date for receipt of acceptances or renunciations
TBA
+ See chapter 19 for defined terms.
Appendix 3B Page 5 18/08/2006
20
Names of any underwriters
Aegis Partners Ltd
21
Amount of any underwriting fee or commission
6%
22
Names of any brokers to the issue
N/A
23
Fee or commission payable to the broker to the issue
N/A
24
Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders
N/A
25
If the issue is contingent on +security holders’ approval, the date of the meeting
N/A
26
Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
TBA
27
If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
TBA
28
Date rights trading will begin (if applicable)
TBA
29
Date rights trading will end (if applicable)
TBA
30
How do +security holders sell their entitlements in full through a broker?
TBA
31
How do +security holders sell part of their entitlements through a broker and accept for the balance?
TBA
32
How do +security holders dispose of their entitlements (except by sale through a broker)?
TBA
+ See chapter 19 for defined terms.
Appendix 3B Page 6 18/08/2006
33
+Despatch date
TBA
+ See chapter 19 for defined terms.
Appendix 3B Page 7 18/08/2006
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)
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
Tick to indicate you are providing the information or documents
35
If the +securities 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 +securities 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
Entities that have ticked box 34(b)
38
Number of securities for which +quotation is sought
N/A
39
Class of +securities for which quotation is sought
N/A
+ See chapter 19 for defined terms.
Appendix 3B Page 8 18/08/2006
40
Do the +securities rank equally in all respects from the date of allotment with an existing +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
N/A
41
Reason for request for quotation now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another security, clearly identify that other security)
N/A
Number
+Class
42
Number and +class of all +securities quoted on ASX (including the securities in clause 38)
N/A
N/A
+ See chapter 19 for defined terms.
Appendix 3B Page 9 18/08/2006
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 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.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
• 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.
Sign here: Date: 18 August 2006
Company Secretary
Print name: PETER LANDAU
== == == == ==
+ See chapter 19 for defined terms.
Appendix 3B Page 10 18/08/2006