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ASF GROUP LIMITED Capital/Financing Update 2013

Apr 30, 2013

64323_rns_2013-04-30_d17591af-199f-4253-adf7-1bc1ffb1e00e.pdf

Capital/Financing Update

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ActivEX Limited.

A.C.N. 113 452 896 117 Quay Street BRISBANE QLD 4000 P.O. Box 1533 MILTON QLD 4064 P: (07) 3236 4188 F: (07) 3236 4288 E: [email protected]

ASX Release – 1 May 2013

3 for 5 Non-Renounceable Entitlement Offer to Raise up to $1.76M

  • Patersons Securities, Lead Manager to the issue.

  • Up to 146.9 million new shares to be issued at 1.2 cents per share.

  • Proceeds to be used mainly to continue drilling on the Barambah high grade epithermal goldsilver deposit and initial drilling at the Siviour Graphite prospect and Selwyn East copper-goldmolybdenum project.

  • Existing eligible shareholders to have the opportunity to apply for shortfall shares.

ActivEX Limited ( ASX:AIV ) wishes to advise that it is undertaking a pro rata non-renounceable entitlements offer (Entitlement Offer) of new ordinary shares (New Shares) to raise approximately $1,762,782 before costs. The Entitlement Offer is being made to eligible shareholders on the basis of 3 New Shares for every 5 ActivEX shares held, at an offer price of 1.2 cents per New Share.

The proceeds of the Entitlement Offer (net of costs) will be mainly used to fund further drilling of the Barambah high grade epithermal gold-silver deposit in South-East Queensland and initial drilling at the Siviour Graphite prospect in South Australia and the Selwyn East copper-gold-molybdenum project near Cloncurry in Northwest Queensland with the balance for operational costs. Further details of the use of funds will be provided in the Investor Presentation to be released to the market with the offer document for the Entitlement Offer, a copy of which will be available on ActivEX’s website www.activex.com.au.

Takeover Announcement

ActivEX announced on 16 April 2013 that it had received a conditional Expression of Interest from its major shareholder, ASF Group Limited, in making an off-market takeover offer for all of the shares in ActivEX that it doesn’t currently own at 2 cents per share.

The general principles of the Entitlement Offer now announced have been the subject of several previous ActivEX Board meetings up until early April, attended by all Directors where these principles received general support.

On 30 April 2012, ActivEX received the bidder’s statement issued by an ASF Group Limited subsidiary which contains conditions envisaged by the Expression of Interest. The announced bid price per share remains the same at $0.02 per share. ActivEX Directors have not yet determined their response to the bidder’s statement. However, because the bidder (as an ASF Group Limited subsidiary) has representatives on the Board of ActivEX, ActivEX is required, by the takeover provisions in the Corporations Act, to engage an independent expert to report on the bid. This report is required to state whether or not in the expert’s opinion, the takeover offer for ActivEX shares is fair and reasonable, giving reasons. The ActivEX Directors will be required to take into account the costs of the takeover in this fundraising as well as prepare for the contingency that the Company’s exploration plans should be nevertheless funded now, having regard to the scenario that the takeover might not proceed or having regard to the possibility of the ASF Group not achieving control of ActivEX. In the interim, the Entitlement Offer will ensure that ActivEX is appropriately funded to advance exploration on its key projects.

A copy of the bidder’s statement referred to will be sent to ActivEX Shareholders with the Entitlement Offer document as a source of information. In terms of clause 11.2 of the ASF Group offer to be made under the bidder’s statement, Entitlement Shares are not covered by the bidder’s offer. Additionally, the issue by ActivEX of Entitlement Shares would seem to conflict with one of the preconditions of the bid (see clause 11.23.4 of the bidder’s statement) and may allow the bidder not to proceed with the bid.

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Overview of Entitlements Offer

The Entitlement Offer will be made to all ActivEX shareholders who are registered holders of ActivEX shares and have a registered address in Australia or New Zealand as at 7.00pm AEST, Friday, 10 May 2013 (Eligible Shareholders). Shareholders not satisfying these criteria will not be eligible to participate in the Entitlement Offer.

Entitlements are non-renounceable and will not be traded on ASX or otherwise transferable. Eligible Shareholders who do not take up their entitlements in full will be diluted and will not receive any value in respect of those Entitlements they do not take up.

New Shares issued under the Entitlement Offer will rank equally with all ordinary shares already on issue. Under the Entitlement Offer, ActivEX will issue up to approximately 146.9 million New Shares, approximately resulting in total ActivEX ordinary shares on issue after completion of the Entitlements Offer of up to 391,729,441 (subject to rounding).

For the purposes of calculating each Eligible Shareholders’ entitlements, fractional entitlements to New

Shares will be rounded up to the nearest whole number of shares.

The Entitlement Offer is not underwritten. Eligible Shareholders will be able to apply for New Shares in excess of their entitlement (Additional Shares). Applications for Additional Shares will be satisfied out of the shortfall if the Entitlement Offer is not fully subscribed. While the number of Additional Shares that may be applied for is uncapped, ActivEX may scale back applications for Additional Shares in its absolute discretion. ActivEX may also place residual shortfall to investors who are not Eligible Shareholders, subject to compliance with applicable securities laws.

The timetable for the issue is as follows:

Shares trade ‘ex-Entitlement’ Monday, 6 May 2013
Record Date to determine Entitlements – 7.00pm Brisbane time Friday, 10 May 2013
Anticipated despatch of Offer Document and Entitlement and
Acceptance Forms
Tuesday, 14 May 2013
Offer Opening Date Tuesday, 14 May 2013
Offer Closing Date and last day for lodgement of Entitlement
and Acceptance Forms and payment in full – 5.00pm Brisbane
time
Tuesday, 28 May 2013
Company to notify ASX of Shortfall (if any) Thursday, 30 May 2013
Expected date for allotment of New Shares Wednesday, 5 June 2013
Expected date for despatch of holding statements Wednesday, 5 June 2013
Expected date for commencement of trading of New Shares on
ASX
Thursday, 6 June 2013

Note that these dates are indicative only and may be subject to change. Subject to the Listing Rules and other applicable laws, the ActivEX Directors reserve the right to vary the dates of the Offer.

The Directors also reserve the right not to proceed with the whole or part of the Offer. The Offer is not underwritten.

For further information contact:

Managing Director Doug Young or Company Secretary Paul Crawford on (07) 3236-4188 www.activex.com.au

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