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CODEIFAI LIMITED — Regulatory Filings 2005
Mar 3, 2005
64630_rns_2005-03-03_4d881420-8854-4bf8-af85-75d1379730c6.pdf
Regulatory Filings
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Rules 1.1 Cond 3, 1.7
Appendix 1A
ASX Listing application and agreement
This form is for use by an entity seeking admission to the 'official list as an ASX Listing (for classification as an ASX Debt Listing use Appendix 1B, and for classification as an ASX Foreign Exempt Listing use Appendix 1C). The form is in 3 parts:
Application for admission to the +official list; Ι.
Information to be completed, and $\mathfrak{p}$
Agreement to be completed. 3.
Information and documents (including this appendix) given to ASX in support of an application become ASX's property and may be made public. This may be prior to admission of the entity and +quotation of its +securities, Publication does not mean that the entity will be admitted or that its +securities will be quoted.
Introduced 1/7/96, Origin: Appendix 1, Amended 1/7/97, 1/7/98, 1/9/99, 13/3/2000, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003,
Part 1 - Application for admission to the official list
| Name of cntity | ABN |
|---|---|
| Australis Mining Corporation Limited | 68 108 649 421 |
We (the entity) apply for admission to the 'official list of Australian Stock Exchange Limited (ASX) and for 'quotation of 'securities.
Part 2 - Information to be completed
About the entity
You must complete the relevant sections (attach sheets if there is not enough space).
All entities
$\mathbf{I}$ Deleted 30/9/2001
| 2 | + Main class of + securities | Number | + Class |
|---|---|---|---|
| 93,200,000 plus up to 12,500,000 Oversubscriptions |
Fully paid ordinary shares | ||
| 3 | Additional + classes "securities (except 'CDIs) |
Number to be оf quoted |
$+C$ lass |
| 34,450,000 plus up to 6,250,000 Options attaching to Oversubscriptions |
Options, exercisable by 31 December 2006 |
- See chapter 19 for defined terms.
Appendix IA 13 September 2004
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Appendix 1A
ASX Listing application and agreement
| Number not to be quoted |
$+$ Class | ||
|---|---|---|---|
| 4. | number. Telephone postal address for all correspondence, general fax number, fax number for "company announcements office to confirm release of information to the market, and |
Telephone: Address: General Fax: |
$(02)$ 8256 0888 Level 36, 50 Bridge Street SYDNEY NSW 2000 (02) 8256 0899 |
| address for e mail contact purposes. |
Fax no. for Company (02) 8256 0899 announcements: |
||
| Email address: | [email protected] | ||
| 5. | Address of principal 'security registries for each + class of *security (including T CDIs) |
$c/-$ Registrics Limited Level 2 28 Margaret Street SYDNEY SA 2000 |
|
| 6. | Annual balance date | 30 June | |
| Companies only (Other entities go to 19) |
|||
| 7 | title of chief I Name and executive officer/managing director |
Anthony Damianos Chief Executive Officer |
|
| 8 | Name and title of chairperson of directors |
Charles William DuChatel | |
| 9 | Names of all directors | Charles William DuChatel Anthony Damianos Robert Coenraads Ted Tzovaras Keith Taylor Elias Christianos (alternate for Ted Tzovaras) |
- See chapter 19 for defined terms.
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Appendix 1A
ASX Listing application and agreement
| 10 | Duration of appointment of directors (if not subject to retirement by rotation) and details of any entitlement to participate in profits |
All elected 1 November 2004 and subject to rotation. |
|---|---|---|
| $\mathbf{1}$ | Name and title of company secretary |
Ms Penelope Kyros |
| 12 | Place of incorporation | Western Australia |
| 13 | Date of incorporation | 6 April 2004 |
| 14 | under which Legislation incorporated |
Corporations Act |
| 15 | Address of registered office in Australia |
AMP Building, Level 36, 50 Bridge, Street, Sydney |
| 16 | Month in which annual meeting is usually held |
Not determined yet. |
| 17 | Months in which dividends are usually paid (or are intended to be paid) |
Not determined yet. |
| 18 | If the entity is a foreign company which has a certificated subregister юг quoted + securities, the location Australian of +security registers |
Not Applicable |
$+$ See chapter 19 for defined terms.
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Appendix 1A ASX Listing application and agreement
| If the entity is a foreign Not Applicable 18A. company, the name and address of the entity's Australian agent for service of process |
|
|---|---|
(Companies now go to 31)
All entities except companies - Not Applicable
| 19 | Name and title of chief officer/managing executive director of the responsible cntity |
Not Applicable |
|---|---|---|
| 20 | Name and title of chairperson of directors of responsible cntity |
Not Applicable |
| 21 | Names of all directors of the responsible entity |
Not Applicable |
| 22. | Duration of appointment of directors of responsible entity (if not subject to retirement by rotation) and details of any entitlement to participate in profits |
Not Applicable |
| 23 | Name and title of company secretary of responsible entity |
Not Applicable |
$+$ See chapter 19 for defined terms.
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Appendix 1A
ASX Listing application and agreement
| 23A | Trusts only - if the trust is a registered managed investment scheme, the names of the members of the compliance committee (if any) |
Not Applicable |
|---|---|---|
| 24 | Place of registration of the Not Applicable entity |
|
| 25 | Date of registration of the Not Applicable entity |
|
| 26 | Legislation under which the entity is registered |
Not Applicable |
| 27 | Address of administration office in Australia of the entity |
Not Applicable |
| 28 | If an annual meeting is held, month in which it is usually held |
Not Applicable |
| 29 | Months in which distributions are usually paid $($ or arc intended to be paid) |
Not Applicable |
| 30 | If the entity is a foreign entity which a certificated has for subregister quoted securities, the location of Australian security registers |
Not Applicable |
| 30A | If the entity is a foreign trust, the name and address of the entity's Australian agent for service of process |
Not Applicable |
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$+$ See chapter 19 for defined terms.
About the entity
All entities
Tick to indicate you are providing the information or Where is the information or document documents to be found? (eg, prospectus cross reference) 31 Evidence of compliance with 20 cent minimum Prospectus Section 1 ☑ 'Details of the Offer' issue price or sale price, and spread requirements 32 Prospectus, Product Disclosure Statement or 12 copies attached. Balance to be ☑ information memorandum relevant to the supplied after expiry of the Exposure application (250 copies) Period' 32 Cheque for fees To be supplied upon final number of ⊠ Shares/Options being ascertained. Type of subregisters the entity will operate CHESS plus Issuer Sponsored 34 М Sub-register Example: CHESS and certificated subregisters 35 Copies of any contracts referred to in the See Prospectus Section 11 M prospectus, Product Disclosure Statement or 'Material Contracts'. A folder of these information memorandum (including Material Contracts accompanies this any underwriting agreement) Application. 36 A certified copy of any restriction agreement Not Applicable at this stage, М entered into in relation to +restricted securities 37 If there are +restricted securities, undertaking Not Applicable at this stage. ☑ issued by any bank or *recognised trustee (Companies only) - certificate of incorporation 38 Certificate of Incorporation attached ⊓ or other evidence of status (including any change of name) 39 (All entities except companies) - certificate of Not Applicable ⊠ registration or other evidence of status (including change of name) 40 Copy of the entity's constitution (eg, if a Previously forwarded ☑ company, the memorandum and articles of association) 41 Completed checklist that the constitution ☑
- See chapter 19 for defined terms.
complies with the listing rules (copy of articles
checklist is available from any Companies
Appendix IA 13 September 2004
ASX has previously approved Constitution as complying.
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Appendix 1A ASX Listing application and agreement
| Department) | |||
|---|---|---|---|
| 42. | ☑ | A brief history of the entity or, if applicable, the group |
See Prospectus Section 4 'The Company' |
| 42A | Copy of agreement with ASX that documents may be given to ASX and authenticated electronically. |
Attached | |
| About the securities to be quoted | |||
| All entities | |||
| 43 | ☑ | Confirmation that the "securities to be quoted are eligible to be quoted under the listing rules |
All Shares and Options are eligible. |
| 44 | 罓 | Voting rights of *securities to be quoted | See prospectus Section 12. |
| 45 | ☑ | A specimen certificate/holding statement for each + class of + securities to be quoted and a specimen holding statement for + CDIs |
Aπached |
| 46 | M | Terms of the + securities to be quoted | See Prospectus Section 12. |
| 47 | ☑ | A statement setting out the names of the 20 largest holders in each 'class of' securities to be quoted, and the number and percentage of each class of securities held by those holders |
See attached table of 20 largest holders of Existing Shares and Existing Options. Table to be updated on completion of the Issue, |
| 48 | ☑ | A distribution schedule of each t class of 'equity securities to be quoted, 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 |
To be supplied on completion of the Issue. |
| 49 | ௨ | The number of holders of a parcel of "securities $\sqrt{ }$ To be advised on completion of the with a value of more than \$2,000, based on the issue/sale price |
Issue. |
| 50 | ⊠ | Terms of any + debt securities and *convertible debt securities |
Not Applicable, |
Where is the information or document
to be found? (eg, prospectus cross
reference)
<sup>+ See chapter 19 for defined terms.
×
Appendix 1A ASX Listing application and agreement
| + convertible debt securities | $\boxed{\nabla}$ Trust deed for any + debt securities and Not Applicable | ||||
|---|---|---|---|---|---|
$52$ Trusts only - if the trust is not a registered 冈 managed investment scheme, ASIC exemption re buy-back provisions
| Not Applicable | |
|---|---|
All entities with classified assets
(Other entities go to 62)
All +mining exploration entities and, if ASX asks, any other entity that has acquired, or entered into an agreement to acquire a 'classified asset, must give ASX the following information.
| 53 | Σ | The name of the vendor and details of any relationship of the vendor with us |
Great Northern Mining Pty Ltd |
|---|---|---|---|
| 54 | ⊠ | If the vendor was not the beneficial owner of the *classified asset at the date of the acquisition or agreement, the name of the beneficial owner(s) and details of the relationship of the beneficial $owner(s)$ to us |
Not Applicable |
| 55 | ☑ | The date that the vendor acquired the + classified asset |
2 September 2002 |
| 56 | ⊠ | The method by which the vendor 'acquired the + classified asset. including whether Ъγ agreement, exercise of option or otherwise |
Unknown |
| 57 | ☑ | The consideration passing directly or indirectly from the vendor (when the vendor +acquired the asset), and whether the consideration has been provided in full |
\$120,000 paid by the Company's subsidiary Junior Mining (Operations) Pty Ltd |
| 58 | И | Full details of the *classified asset, including any title particulars |
Qld Mining Leases 70004, 70005, 70006, 70029. |
| 59 | ☑ | The work done by or on behalf of the vendor in developing the + classified asset. In the case of a + mining tenement, this includes prospecting in relation to the tenement. If money has been spent by the vendor, state the amount (verification of which may be required by ASX). |
See Independent Geologist's Report Section 6 of the Prospectus. |
| 60 | ☑ | The date that the entity 'acquired the 'classified asset from the vendor, the consideration passing directly or indirectly to the vendor, and whether that consideration has been provided in full |
See Prospectus Section 11.8 |
$^{\pm}$ See chapter 19 for defined terms.
Not Applicable
Not Applicable
| 61 | 区 | A breakdown of the consideration, showing how |
|---|---|---|
| it was calculated, and whether any experts' | ||
| reports were commissioned or considered (and if | ||
| so, with copies attached). |
About the entity's capital structure
All entities
62 Deleted 1/9/99.
63 A copy of the register of members, if ASX asks ☑
64 A copy of any court orders in relation to a Not Applicable 区 reorganisation of the entity's capital in the last five years
65 The terms of any +employee incentive scheme M
66 The terms of any +dividend or distribution plan 冈
- 67 The terms of any "securities that will not be All Securities are to be quoted. 区 quoted
- 68 Deleted 1/7/98.
| + See chapter 19 for defined terms. | |||
|---|---|---|---|
reference) 69 The entity's issued capital (interests), showing See Sections 1 and 2 of the Prospectus. М separately each velass of *security (except +CDIs), the amount paid up on each 'class, the issue price, the dividend (in the case of a trust, distribution) and voting rights attaching to each +class and the conversion terms (if applicable) 70 The number of the entity's debentures, except to There are no debentures on issue. ☑ bankers, showing the amount outstanding, nominal value and issue price, rate of interest, dates of payment of interest, date and terms of redemption of each +class and conversion terms (if applicable) Note: This applies whether the securities are quoted or not. 71 The number of the entity's unsecured notes, There are no unsecured notes on issue. ⊓ showing the amount outstanding, nominal value and issue price, rate of interest, dates of payment of interest, date and terms of redemption of each *class and conversion terms (if applicable) Note: This applies whether the securities are quoted or not. $72$ The number of the entity's options to +acquire 25,700,000 currently on issue. М unissued +securities, showing the number outstanding Note: This applies whether the securities are quoted or not. 73 Details of any rights granted to any *person, or to None. ⊠ any class of persons, to participate in an issue of the entity's 'securities Note: This applies whether the securities are quoted or not. 74 If the entity has any 'child entities, a list of all Prospectus page 114. ☑ tchild entities stating in each case the name, the nature of its business and the entity's percentage a wholly owned subsidiary. holding in it. Similar details should be provided for every entity in which the entity holds (directly or indirectly) 20% or more of the issued capital (interests).
+ See chapter 19 for defined terms.
Appendix 1A 13 September 2004
Where is the information or document to be found? (eg, prospectus cross
Junior Mining (Operations) Pty Ltd is
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Appendix 1A
ASX Listing application and agreement
| About the entity's financial position (Entities meeting the profit test go to 75. For the assets test go to 81A.) |
|||
|---|---|---|---|
| All entities meeting the profit test | Where is the information or document to be found? (eg, prospectus cross reference) |
||
| 75 | ⊠ | Evidence that the entity has been in the same main business activity for the last 3 full financial years |
Not Applicable |
| 76 | ∣ব | Evidence that the entity is a going concern (or successor) and its aggregated profit for the last 3 full financial years |
Not Applicable |
| 76A | ⊠ | Evidence that the entity's 'profit from continuing operations in the past 12 months exceeded \$400,000 |
Not Applicable |
| 77 | $\mathord{\bowtie}$ | Audited + accounts for the last 3 full financial Not Applicable years and audit reports |
|
| $78 - 79$ | Deteted 1/7/97. | ||
| 80 | ΙX | Half yearly 'accounts (if required) and audit Not Applicable report or review |
|
| 80A | ⊠ | Pro forma balance sheet and review | Not Applicable |
| 80B | ⊠ | Statement from all directors or all directors of the responsible entity confirming that the entity is continuing to earn + profit from continuing operations |
Not Applicable |
| All entities meeting the assets test (only complete one of 81A, 81B or 81C and one of 82 or 83) |
|||
| 81 | Imroduced 1/7/96. Amended 1/7/99. Deleted 1/7/97 |
||
| 81 A | М | For entities other than 'investment entities, Prospectus Section 1.5 evidence of net tangible assets of at least \$2 million or market capitalisation of at least \$10 million |
|
| 81B | ᢂ | For + investment entities other than + pooled development funds, evidence of net tangible assets of at least \$15 million |
Not Applicable |
| 81C | ⊠ | Evidence that the entity is a pooled development fund with net tangible assets of at least \$2 million |
Not Applicable |
$+$ See chapter 19 for defined terms.
Appendix 1A 13 September 2004
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Appendix 1A
ASX Listing application and agreement
| Where is the information or document to found? be. (ед. prospectus CFOSS reference) |
|||
|---|---|---|---|
| 32 | M | Evidence that at least half of the entity's total tangible assets (after raising any funds) is not cash or in a form readily convertible to eash (if there are no-commitments) |
See Sections 4 and 8 of the Prospectus. |
| 83 | ⊠ | Evidence that there are commitments to spend at least half of the entity's cash and assets in a form readily convertible to eash (if half or more of the entity's total tangible assets (after raising any funds) is cash or in a form readily convertible to cash) |
See Sections 4 and 8 of Prospectus. |
| 34 | ⊻ | Statement that there is enough working capital to carry out the entity's stated objectives (and statement by independent expert, if required) |
See Statement in Section 1 of Prospectus at page 8. |
| 85 | Deleted 1/9/99. | ||
| 86 | Deleted 1/7/97. | ||
| 87 | ⋈ | "Accounts for the last 3 full financial years and audit report, review or statement that not audited or not reviewed |
Company was incorporated on 6 April 2004. Section 8 of Prospectus contains all relevant financial information. |
| 87٨ | ⊠ | Half yearly 'accounts (if required) and audit report, review or statement that not audited or not reviewed |
See above. |
| 87B | ᢂ | Audited balance sheet (if required) and audit report |
See above. |
| 87C | ✓ | Pro forma balance sheet and review | See above. |
| (Now go to 106) | |||
| 88 | Deleted 1/7/97. | ||
| 89-92C | Deletec 1/9/99. | ||
| 93 | Deleted 1/7/97. | ||
| 94-98C | Deleted 1/9/59. | ||
| 99 | Deleted 1/7/57. | ||
| 100-105C | Deleted 1/9/99. |
<sup>+ See chapter 19 for defined terms.
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| About the entity's business plan and level of operations | ||||||
|---|---|---|---|---|---|---|
| All entities | ||||||
| Information | memorandum | contained the information in |
Where is the information or document to be found? (eg, prospectus cross reference) |
|||
| 106 | ☑ | Details of the entity's existing and proposed activities, and level of operations. State the main business, |
See Section 4 of the Prospectus. | |||
| 107 | ☑ | Details of any issues of the entity's 'securities (in all + classes) in the last 5 years. Indicate issues for consideration other than cash |
See accompanying Table. | |||
| Information memorandum requirements - Not applicable. | ||||||
| All entities | ||||||
| 108 | Σ | If the entity is a company, a statement that all the information that would be required under section 710 of the Corporations Act if the information memorandum were a prospectus offering for subscription the same number of securities for which quotation will be sought is contained in the information memorandum. If the entity is a trust, a statement that all the information that would be required under section 1013C of the Corporations Act if the information memorandum were a Product Disclosure Statement offering for subscription the same number of "securities for which *quotation will be sought is contained in the information memorandum |
Not Applicable | |||
| 109 | ⊠ | The signature of every director, and proposed director, of the entity personally or by a "person" authorised in writing by the director (in the case of a trust, director of the responsible entity) |
Not Applicable | |||
| 110 | ⊠ | The date the information memorandum is signed | Not Applicable | |||
| 111(a) | ⊠ | Full particulars of the nature and extent of any interest now, or in the past 2 years, of every director or proposed director of the entity (in the case of a trust, the responsible entity), in the promotion of the entity, or in the property acquired or proposed to be acquired by it |
Not Applicable | |||
| 111(b) | ⊠ | If the interest was, or is, as a member or partner in another entity, the nature and extent of the interest of that other entity |
Not Applicable |
$+$ See chapter 19 for defined terms.
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Appendix 1A
ASX Listing application and agreement
| Information contained in the information memorandum | Where is the information or document to be found? (eg, prospectus cross reference) |
||
|---|---|---|---|
| 111(c) | ⊠ | If the interest was or is as a member or partner in another entity, a statement of all amounts paid or agreed to be paid to him or her or the entity in cash, 'securities or otherwise by any *person to induce him or her to become or to qualify him or her as, a director, or for services rendered by him or her or by the entity in connection with the promotion or formation of the listed entity |
Not Applicable |
| 112(a) | ⊠ | Full particulars of the nature and extent of any interest of every expert in the promotion of the entity, or in the property acquired or proposed to be acquired by it |
Not Applicable |
| 112(b) | ⊠ | If the interest was or is as a member or partner in another entity, the nature and extent of the interest of that other entity |
Not Applicable |
| 112(c) | ⊠ | If the interest was or is as a member or partner in another entity, a statement of all amounts paid or agreed to be paid to him or her or the entity in cash, 'securities or otherwise by any 'person for services rendered by him or her or by the entity in connection with the promotion or formation of the listed entity |
Not Applicable |
| 113 | ⊠ | A statement that ASX does not take any responsibility for the contents of the information memorandum |
Not Applicable |
| 114 | ⊠ | A statement that the fact that ASX may admit the entity to its + official list is not to be taken in any way as an indication of the merits of the entity |
Not Applicable |
| 115 | ⊠ | If the information memorandum includes a statement claiming to be made by an expert or based on a statement made by an expert, a statement that the expert has given, and has not withdrawn, consent to the issue of the information memorandum with the particular statement included in its form and context. |
Not Applicable |
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$^+$ See chapter 19 for defined terms.
117
Appendix 1A ASX Listing application and agreement
Not Applicable
Where is the information or document to be found? (eg, prospectus cross reference)
116 A statement that the entity has not raised any capital IхI for the 3 months before the date of issue of the information memorandum and will not need to raise any capital for 3 months after the date of issue of the information memorandum
A statement that a supplementary information ⊠ memorandum will be issued if the entity becomes 'aware of any of the following between the issue of the information memorandum and the date the entity's +securities are +quoted or reinstated.
- A material statement in the information memorandum is misleading or deceptive.
- There is a material omission from the information memorandum.
- There has been a significant change affecting a matter included in the information memorandum.
- A significant new circumstance has arisen and it would have been required to be included in the information memorandum
Not Applicable
Information contained in the supplementary information memorandum
| 118 | Not Applicable information there is a supplementary If memorandum: |
|---|---|
| $\bullet$ Correction of any deficiency, | |
| Details of any material omission, change or new ٠ matter. |
|
| • A prominent statement that it is a supplementary information memorandum. |
|
| • The signature of every director, or proposed director, of the entity personally or by a "person" authorised in writing by the director (in the case of a trust, director of the responsible entity). |
|
| The date the supplementary information ٠ memorandum is signed. |
Evidence if supplementary information memorandum is issued
Evidence that the supplementary information 119 IХI memorandum accompanied every copy of the information memorandum issued after the date of the supplementary information memorandum.
Not Applicable
+ See chapter 19 for defined terms.
Other information
All entities Where is the information or document to be found? (eg. prospectus cross) reference) Evidence that the supplementary information 120 Not Applicable ⊠ memorandum was sent to every "person who was sent an information memorandum Details of any material contracts entered into See Section 11 of Prospectus ' Material М 121 between the entity and any of its directors (if a Contracts'. trust, the directors of the responsible entity) 122 A copy of every disclosure document or Product None have been issued save for the ☑ Disclosure Statement issued, and every Prospectus dated 19 November 2004. information memorandum circulated, in the last 5 years 123 Information not covered elsewhere and which, All relevant information is contained in 罓 in terms of rule 3.1, is likely materially to affect the Prospectus. the price or value of the entity's +securities $123A$ The documents which would have been required Company was incorporated on 6 April ☑ to be given to ASX under rules 4.1, 4.2, 4.3, 4.5, 2004 - documents referred to in these 5.1, 5.2 and 5.3 had the entity been admitted to Listing Rules are not available. the +official list at the date of its application for admission, unless ASX agrees otherwise. Example: ASX may agree otherwise if the entity was recently incorporated.
Mining exploration entities
124 A map or maps of the mining tenements prepared М by a qualified 'person. The maps must indicate the geology and other pertinent features of the tenements, including their extent and location in relation to a capital city or major town, and relative to any nearby properties which have a significant bearing on the potential of the tenements. The maps must be dated and identify the qualified "person and the report to which they relate.
Prospectus, Independent Geologist's Report, Section 6.
125 Deleted 1/7/97
<sup>+ See chapter 19 for defined terms.
Where is the information or document to be found? (eg, prospectus cross reference)
126 A schedule of +mining tenements prepared by a Prospectus, Solicitor's Report, Section 7. M qualified person. The schedule must state in Schedule A pages 69 to 74. relation to each *mining tenement: the geographical area where the +mining tenement is situated: the nature of the title to the +mining tenement; whether the title has been formally confirmed or approved and, if not, whether an application for confirmation or approval is pending and whether the application is subject to challenge; and the +person in whose name the title to the *mining tenement is currently held. 127 If the entity has "acquired an interest or entered See Acquisition Agreement referred to in М Section 11.8 of the Prospectus. into an agreement to +acquire an interest in a 'mining tenement from any 'person, a statement detailing the date of the 'acquisition of the interest from the vendor and the purchase price paid and all other consideration (whether legally enforceable or not) passing (directly or indirectly) to the vendor. 128 A financial statement by the directors (if a trust, Prospectus pages 22 and 23. М the directors of the responsible entity) setting out a program of expenditure together with a timetable for completion of an exploration program in respect of each "mining tenement or, where appropriate, each group of tenements 129 A declaration of conformity or otherwise with the [ Prospectus, Independent Geologist's М Australasian Code for Reporting of Identified Report, Section 6 paragraph 2.2 at page Mineral Resources and Ore Reserves for any 51. reports on mineral resources and +ore reserves
$+$ See chapter 19 for defined terms.
Part 3 - Agreement
All entities
You must complete this agreement. If you require a seal to be bound, the agreement must be under seal.
We agree:
- $\mathbf{I}$ Our admission to the *official list is in ASX's absolute discretion. ASX may admit us on any conditions it decides. ** Quotation of our *securities is in ASX's absolute discretion. ASX may quote our 'securities on any conditions it decides. Our removal from the "official list or the suspension or ending of "quotation of our "securities is in ASX's absolute discretion. ASX is entitled immediately to suspend 'quotation of our *securities or remove us from the *official list if we break this agreement, but the absolute discretion of ASX is not limited.
- $\overline{2}$ 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 the '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 subseribers for the securities in order to be able to give this WMTMDT
- 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 601MB(1), 737, 738, 992A, 992AA or 1016F of the Corporations Act 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 ٠ *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 is not available now, we 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.
$+$ See chapter 19 for defined terms.
- We will comply with the listing rules that are in force from time to time, even if 5 *quotation of our *securities is deferred, suspended or subject to a *trading halt.
- 6 The listing rules are to be interpreted:
- in accordance with their spirit, intention and purpose;
- by looking beyond form to substance; and
- in a way that best promotes the principles on which the listing rules are based.
- ASX has discretion to take no action in response to a breach of a listing rule. ASX $\overline{7}$ may also waive a listing rule (except one that specifies that ASX will not waive it) either on our application or of its own accord on any conditions. ASX may at any time vary or revoke a decision on our application or of its own accord.
- A document given to ASX by an entity, or on its behalf, becomes and remains the 8 property of ASX to deal with as it wishes, including copying, storing in a retrieval system, transmitting to the public, and publishing any part of the document and permitting others to do so. The documents include a document given to ASX in support of the listing application or in compliance with the listing rules.
- In any proceedings, a copy or extract of any document or information given to 9 ASX is of equal validity in evidence as the original.
- Except in the case of an entity established in a jurisdiction whose laws have the 10 effect that +CHESS cannot be used for holding legal title to +securities:
- We will satisfy the +SCH +technical and performance requirements and meet any other requirements *SCH imposes in connection with *CHESS approval of our 'securities.
- When 'securities are issued we will enter them in the +CHESS subregister holding of the applicant before they are quoted, if the applicant instructs us on the application form to do so.
- *SCH is irrevocably authorised to establish and administer a *CHESS subregister in respect of the 'securities for which 'quotation is sought.
- Except in the case of an entity established in a jurisdiction whose laws have the $11$ effect that +CHESS cannot be used for holding legal title to +securities, we confirm that either:

we have given a copy of this application to 'SCH in accordance with section 3 of the SCH Business Rules; or
we ask ASX to forward a copy of this application to +SCH.
М
<sup>+ See chapter 19 for defined terms.
$\overline{1}$
Appendix 1A ASX Listing application and agreement
- $12$ In the case of an entity established in a jurisdiction whose laws have the effect that *CHESS cannot be used for holding legal title to *securities:
- SCH is irrevocably authorised to establish and administer a +CHESS $\bullet$ subregister in respect of +CDIs.
- We will make sure that 'CDIs are issued over 'securities if the holder of quoted *securities asks for *CDIs.
- In the case of an entity established in a jurisdiction whose laws have the effect that 13 *CHESS cannot be used for holding legal title to *securities:
- we have given a copy of this application to +SCH in accordance with section М 3A of the SCH Business Rules; or
- ☑ we ask ASX to forward a copy of this application to +SCH.
Dated: November 2004. 23
$E\times$ COTED BY The common seal of Australis Mining Corporation Limited is fixed to this decument in accordance with its constitution in the 2020-2021 presente of $ACT$ Signature of directo $\mathcal{U}_\mathcal{M}$ , An $\sigma$ 5 $\,$ .
Name of director (print)
Signature of dife ator/comp
(Please delete as applicable)
PENNY KYROS Name of director/company secretary (print)
+ See chapter 19 for defined terms.