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CONICO LTD — Capital/Financing Update 2007
Jun 13, 2007
64678_rns_2007-06-13_45ae0414-eea3-4841-ab9b-fbe955c606fa.pdf
Capital/Financing Update
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Rules 1.1 Cond 3, 17
Appendix 1A
ASX Listing application and agreement
This form is for use by an entity seeking admission to the 4 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 IC). The form is in 3 parts:
- Application for admission to the "official list: Ł.
- þ Information to be completed; and
- $\hat{\mathbf{x}}$ Agreement to be completed.
Information and documents (including this appendix) given to 4SX in support of an application become ASX's property and may be made public. This may be prior to admission of the entity and 4 quotation of its 4 securities, Publication does not mean that the entity will be admitted or that its *securities will be quoted.
Introduced 1, 7,86 (Digit), Appendix E. Amended 1, 7, 97, 1, 7, 98, 1, 9, 999, 1, 9, 2000, 1, 9, 2001, 11, 7, 7002, 1, 1, 2003, 24 (0, 2005,
Part 1 - Application for admission to the official list
| Name of entire | ોર |
|---|---|
| Fission Energy Ltd | ---------- a 19 057 457. |
| and the contract of the contract of the |
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).
- I Deleted 30.9 (30).
- $\mathfrak{I}$ +Main class of +securities Number +Class 57,000,000 Ordinary Shares 3 Number Additional Felasses of +securities $\mathfrak{t}\scriptscriptstyle\text{O}$ be *Class quoted (except 'CDIs) 12,500,000 Options
<sup>+ See chapter 19 for defined terms.
| Number not to be * Class quoted |
|
|---|---|
| $\overline{4}$ Telephone number. postal address for all correspondence. general fax number, fax number for company announcements office to confirm release of information to the market, and e-mail. address for contact purposes. |
PO Box Z5360 St George's Terrace PERTH WA 6831 Tel: 9282.5889 Fax: 9282 5866 Email: mailroom(a fissionenergy.com.au |
| \$ Address of principal 'security registries for each 'class of security (including $\rm ^1CDIs$ ) |
Advanced Share Registry Services 110 Stirling Highway NEDLANDS WA 6009 |
| Annual balance date 6. |
30 June |
| Companies only (Other entities go to 19) |
| Name executive. director |
and title of chief Gregory Howard Solomon officer managing Chief Executive Officer - Chairman |
|
|---|---|---|
| -8 | Name and title of chairperson of directors |
Gregory Howard Solomon Chief Executive Officer / Chairman |
| -0 | Names of all directors | Gregory Howard Solomon Douglas Howard Solomon Guy Le Page |
$^4$ See chapter 10 for defined terms.
| 10 ° | Duration of appointment of directors (if not subject to retirement by rotation) and details of any entitlement to participate in profits. |
All directors subject to retirement by rotation, except Gregory- Howard Solomon (the managing director) in accordance with elause 13.39 of Fission's constitution. Directors have no entitlement to participate in profits. |
|---|---|---|
| Ħ | Name and title of company secretary |
Raymond Francis Buscall Secretary |
| 12 | Place of incorporation | Western Australia |
| 13 | Date of incorporation | 30 March 2006 |
| 14. | I egislation under which - incorporated |
Corporations Act 2001 |
| 15 | Address of registered office in- Australia |
Level $40$ Exchange Plaza 2 The Esplanade PERTH WA 6000 |
| 16 | Month in which. annaul meeting is usually held |
November |
| $\mid$ 7 | Months in which dividends are usually paid $-6$ are. intended to be paid). |
No dividends declared to date |
| 18 | If the entity is a foreign which company has. $\hat{\boldsymbol{\iota}}$ certificated subregister for. 'securities. the. quoted location. Australian of 1 security registers |
N A |
<sup>1 See chapter 19 for defined terms.
| 18A If the entity is a foreign $ NA $ company, the name and address of the entity's Australian agent for service of process |
||||
|---|---|---|---|---|
(Companies now go to 31)
All entities except companies
| 19 | Name and title of chief executive officer managing director of the responsible entity |
$N/\Lambda$ |
|---|---|---|
| 20 1 | Name and title of chairperson. of directors of responsible entity |
$N \Lambda$ |
| 21 | Names of all directors of the responsible entity |
$N-A$ |
| 22 | Duration of appointment of directors of responsible entity. (if not subject to refirement by rotation) and details of any entitlement to participate in profits |
$\perp$ N/A |
| 23. | Name and title of company secretary of responsible entity |
N/A |
$\tilde{ }$ See chapter 19 for defined terms.
| 23A | Trusts only - the names of the members of the compliance committee (if any) |
$N/\Lambda$ |
|---|---|---|
| 24 | Place of registration of the entity |
$ N\Lambda $ |
| 25 | Date of registration of the entity |
$N \Lambda$ |
| 26 | Legislation under which the entity is registered |
$N^2\Lambda$ |
| 27 | Address: ਾ administration office in Australia of the entity |
N: A |
| 28. | If an annual meeting is held, month in which it is usually held |
$N^{\prime}A$ |
| 29 | Months in which distributions. are usually paid - (or arc intended to be paid) |
NA |
| 30. | If the entity is a foreign entity which has certificated $\mathbf{u}$ subregister. -for quoted securities, the location of Australian [security registers] |
N/A |
| 30A | If the entity is a foreign trust, the name and address of the entity's Australian agent for service of process |
N/A |
<sup>1 See chapter 19 for defined terms.
About the entity
| documents | Tick to indicate you are providing the information or | Where is the information or document to be found? (eg. prospectus cross reference) |
|---|---|---|
| 31 | Evidence of compliance with 20 cent minimum assue price or sale price, and spread requirements |
Prospectus section 3.1 Evidence of Spread to be provided on close of Prespectus |
| 32 | Prospectus, Product Disclosure Statement or information memorandum relevant ΤO. the. application (250 copies). |
Attached (annexure "A") |
| 33 | Cheque for fees | Attached (to covering letter) |
| 34 | Type of subregisters the entity will operate Frample: CHFSS and certificated subregisters |
CHESS: electronic issuer sponsored sub-register: electronic CHESS sub- register Prospectus section 3.16 |
| 35 | Copies of any contracts referred to in the prospectus. Product Disclosure Statement or information memorandum (including) any underwriting agreement) |
Prospectus section 13.3 and attached (annexures " $B^{\prime\prime}$ - " $F$ ") |
| 36 | A certified copy of any restriction agreement entered into in relation to 1 restricted securities. |
N/A (at this stage) |
| 37 | If there are 'restricted securities, undertaking issued by any bank or *recognised trustee |
N/A (at this stage) |
| 38 | (Companies only) - certificate of incorporation or other evidence of status (including any change of name). |
Attached (annexure "G") |
| 39 | (All entities except companies) - certificate of registration or other evidence of status (including change of name) |
N/A |
| 40 | Copy of the entity's constitution (eg. if a company, the memorandum and articles of association) |
Attached (annexure "II") |
<sup>1 See chapter 19 for defined terms.
| Where is the information or document to be found? (eg. prospectus cross reference) |
|||
|---|---|---|---|
| $\overline{4}$ | Completed checklist that the constitution complies with the listing rules (copy of articles checklist is available from any Companies Department) |
Attached (annexure "I") | |
| 42 | A brief history of the entity or, if applicable, the group |
Prospectus section 5 | |
| 42 A | Copy of agreement with ASX that documents may be given to ASX and authenticated electronically. |
Attached (annexure "J") | |
| 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 |
Prospectus (generally) | |
| 44 | Voting rights of 'securities to be quoted | Prospectus section 13.1.1: Fission's constitution clause 10 |
|
| 45 | A specimen certificate-holding statement for each "class of "securities to be quoted and a specimen holding statement for + CDIs |
To be provided upon close οË Prospectus |
|
| 46 | Terms of the 'securities to be quoted | Shares: Prospectus section 13.1 and Fission's Constitution Options - Prospectus section 13.2 and Option Terms and Conditions (attached annexure "K") |
|
| 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 |
Statement of all shareholders attached (annexure "L"). If this information changes upon issue of shares under the Prospectus, an updated statement will be provided upon close of Prospectus. |
||
| 48 | A distribution schedule of each elass 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 |
See: referred statement above. $\mathfrak{g}$ Distribution schedule will be provided on close of Prospectus. |
|
| 49. | The number of holders of a parcel of 'securities' with a value of more than \$2,000, based on the issue/sale price |
provided To - be close. upon ΩL prospectus |
|
| 50 | Terms of any 'debt securities and 'convertible debt securities |
NΑ |
$\epsilon$ ) $\epsilon$
$^{-1}$ See chapter 19 for defined terms.
Where is the information or document. to be found? (eg, prospectus cross reference). $51$ $N^2A$ Trust deed for any 'debt securities and reonvertible debt securities Detect 24 10 2008 $52\,$ $N/\Lambda$
All entities with classified assets
(Other entities go to 62)
All "mining exploration entities and, if ASX asks, any other entity that has ocquired, or entered into an agreement to acquire a "classified asset, must give ASX the following information.
| 53 | The name of the vendor and details of any relationship of the vendor with us |
Tasman Resources NL pursuant to an agreement with Fission dated 2 April 2007 ("the Agreement"). Fasman Resources NL transferred a 100% interest in the uranium rights in the tenements listed in Schedule 1 of the Agreement to Fission. |
|---|---|---|
| 54 | If the vendor was not the beneficial owner of the 'elassified 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 |
NA. |
| 55 | The date that the vendor acquired the 'classified asset |
Various (see pages 85-87 of the Prospectus) |
| 56. | The method by which the vendor "acquired the *classified asset, including whether by agreement. exercise of option or otherwise |
By application |
| -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 |
Application lees and minimum expenditure commitments under the Mining Act 1971 (SA). |
| 58. | Full details of the relassified asset, including any title particulars |
See pages 85-87 of the Prospectus |
$^{-1}$ See chapter 19 for defined terms.
Where is the information or document to be found? feg. prospectus cross reference)
| -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 annexure M |
|---|---|---|
| -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 |
2 April 2007. No consideration pursuant to the Agreement. 1 |
| $\circ$ 1 | 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). |
I NA |
About the entity's capital structure
| 62 | Deleted 1,9,99 | |
|---|---|---|
| 63 | A copy of the register of members, if ASX asks | Attached (see amexure N) |
| 64 | A copy of any court orders in relation to a reorganisation of the entity's capital in the last five years |
Nil |
| 65 | The terms of any "employee incentive scheme | Prospectus section 13.12 and copy of Rules of Fission Energy Option Plan attached (see annexure F) |
| 66 | The terms of any *dividend or distribution plan | Nil |
| 67 | The terms of any 'securities that will not be $\vert$ Nil 2 quoted |
|
| 68 | Deleted 1/7.98 |
1 (however, Fission has granted Tasman Resources NL;
$\frac{1}{2}$ , $\frac{1}{24,999,999}$ shares in Ession at an issue price of \$1,00;
$\frac{2}{2}$ , $\frac{24,999,999}{21}$ shares in Ession at an issue price of 0.001 cems per share;
$-12,500,000$ free options in Fission. $\mathfrak{Z}^+$
$\frac{2}{3}$ . The options referred to in Q.73 (to be granted upon successful allotment of shares under the Prospectus and the listing of Fission on the ASX) will not be quoted.
<sup>2 See chapter 19 for defined terms.
reference) The entity's issued capital (interests), showing Shares fully paid ordinary (to be 60 issued at \$0.20 under the Prospectus). separately each +elass of +security (except See Fission's constitution and +CDIs), the amount paid up on each +class, the Prospectus section 13.1. issue price, the dividend (in the case of a trust, Options see Prospectus section 13.2. distribution) and voting rights attaching to each 'class and the conversion terms (if applicable). 70 The number of the entity's debentures, except to $N$ il 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, $\frac{1}{2}$ $N1$ showing the amount outstanding, nominal value and issue price, rate of interest, dates of payment of interest, date and terms of redemption of each telass and conversion terms (if applicable). Note . This applies whether the securities are quoted or not. 12,500,000 72 The number of the entity's options to 'acquire unissued securities, showing the number outstanding Note. This applies whether the securities are quoted or (or Fission has agreed to grant: 73 Details of any rights granted to any "person, or to 1. to Taylor Collison Limited 1 any class of +persons, to participate in an issue of million options; and the entity's 'securities 2. to three employees of Tasman Note of his applies whether the securities are quoted or not. Resources NL 500,000 options each (a total of 1.5 million options). following the successful allotment of shares under the Prospectus and the listing of Fission on the ASX. See Prospectus sections 13.3.4 and 13.12. $74$ $N/\Lambda$ If the entity has any 'child entities, a list of all *child entities stating in each case the name, the nature of its business and the entity's percentage 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).
Where is the information or document to be found? (eg. prospectus cross
<sup>1 See chapter 19 for defined terms.
About the entity's financial position
(Entrines meeting the profit test go to 75. For the assets test go to 814.)
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 vears |
$N^*\Lambda$ |
| 76 | Evidence that the entity is a going concern (or successor) and its aggregated profit for the last 3 full financial years |
$N \Lambda$ |
| 76А | the entity's *profit from Evidence: that continuing operations in the past 12 months exceeded \$400,000 |
N/A |
| 77 | Audited F accounts for the last 3 full financial years and audit reports |
N A |
| 78 - 79 | Deleted 1,7,97 | |
| 80 | Hall yearly "accounts (if required) and audit- report or review |
ΝA |
| 80A | Pro forma balance sheet and review | N A |
| 80B. | Statement from all directors or all directors of the responsible entity confirming that the entity is continuing to earn "profit from continuing operations |
N/A |
| All entities meeting the assets test (only complete one of SLA, 81B or 81C and one of 82 or 83). |
||
| Introduced 1.7.96. Amended 1.7.99. Deleted 1/7/97 |
||
| 81 81A |
For entities other than "investment entities, evidence of net tangible assets of at least \$2 million or market capitalisation of at least \$10 million |
Prospectus |
| 8113 | For finvestment entities other than fpooled development funds, evidence of net tangible assets of at least \$15 million |
N/A |
$SIC$ Evidence that the entity is a 'pooled ${\rm N/A}$ development fund with net tangible assets of at least \$2 million
<sup>3 See chapter 19 for defined terms.
| Where is the information or document to be found? $(eg, -$ prospectus. cross reference) |
||
|---|---|---|
| 82 | 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). |
NA. |
| 83 | Evidence that there are commitments to spend at least half of the entity's eash 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 eash or in a form readily convertible to cash). |
Prospectus sections 3.4 and 5.4, |
| 84 | Statement that there is enough working capital to carry out the entity's stated objectives (and statement by independent expert, if required). |
Prospectus sections 3.5 and 5.4. |
| 85 | Deleted 20000 | |
| 86 | Oelered 1, 7,917 | |
| 87 | "Accounts for the last 3 full financial years and audit report, review or statement that not audited or not reviewed |
Audit reviewed balance sheet as at 31 December 2006 (Fission incorporated on 30 March 2006) see page 101 of Prospectus. |
| 87A | Half yearly 'accounts (if required) and audit report, review or statement that not audited or not reviewed |
N'A |
| 87B | Audited balance sheet (if required) and audit ceport |
Audit reviewed balance sheet as at 31 December 2006 see page 101 of Prospectus. (Investigating Accountant's Report Appendix A). |
| 87C) | Pro forma balance sheet and review | Prospectus section 9 (Investigating Accountant's Report) page 101. |
| (Now go to 106) | ||
| 88 | Deksted 1,7,97 | |
| 89.92C | Defened 1,9,99 | |
| 93 | Deleted 1-7-97. | |
| 94-98C | Defened 1,9,9% | |
| 99 | Defeted 1-7.97 | |
| 100-105C | Deleted 1.5.99 |
<sup>3 See chapter 19 for defined terms.
About the entity's business plan and level of operations
| Information memorandum |
information comained the. m |
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, |
Prospectus sections 1.1 and 5. Main business is uranium exploration. |
| 107 | Details of any issues of the entity's "securities (in all "classes) in the last 5 years. Indicate issues for consideration other than eash. |
See document attached for Q.47. |
| Information memorandum requirements | ||
| All entities | ||
| 108 | 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 iafermation memorandum |
N A |
| 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). |
$\rm{NA}$ |
| 110 | The date the information memorandum is signed | $N \wedge$ |
| 11(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 |
N:A |
| H1(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 |
$N/\Lambda$ |
<sup>8 See chapter 19 for defined terms.
| Information contained in the information memorandum | Where is the information or document to be found? (eg. prospectus cross reference) |
|
|---|---|---|
| H1(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 eash, "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 |
N.A |
| 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 |
$N_A$ |
| 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 |
NA. |
| 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 |
NA |
| 113 | A statement that ASX does not take any responsibility for the contents of the information memorandum |
$N^{\prime} \Lambda$ |
| 114 | A statement that the fact that ASX may admit the entity to its "official list is not to be taken in any N/A way as an indication of the merits of the entity |
|
| 115 | U. 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 |
$N/\Lambda$ |
$\sqrt{\frac{1}{2} \text{Sec chapter 19 for defined terms}}$ .
Where is the information or document to be found? (eg, prospectus cross reference).
| $\Box$ | A statement that the entity has not raised any capital. for the 3 months before the date of issue of the $ N/A $ information memorandum and will not need to raise any capital for 3 months after the date of issue of the |
|
|---|---|---|
| information memorandum | ||
| 117 | A statement that a supplementary information memorandum will be issued if the entity becomes $\parallel N/A \parallel$ 'aware of any of the following between the issue of the information memorandum and the date the entity's 'securities are "quoted or reinstated. material statement in the information $\bullet$ $\Lambda$ memorandum is misleading or deceptive. - There is a material emission 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 |
Information contained in the supplementary information memorandum
| $\pm 18$ | -information there is a supplementary Ħ memorandum: |
N:A |
|---|---|---|
| $\bullet$ Correction of any deficiency. | ||
| Details of any material omission, change or new $\bullet$ 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). |
||
| —information • The date the supplementary memorandum is signed. |
Evidence if supplementary information memorandum is issued
| 119 | Evidence that the supplementary information | |
|---|---|---|
| memorandum accompanied every copy of the $N/A$ | ||
| information memorandum issued after the date of the f | ||
| supplementary information memorandum. |
<sup>+ See chapter 19 for defined terms.
Other information
All entities
| Where is the information or document to be found? (eg. prospectus cross reference) |
||
|---|---|---|
| 120 | l'vidence that the supplementary information memorandum was sent to every "person who was sent an information memorandum |
N A |
| 121 | Details of any material contracts entered into between the entity and any of its directors (if a trust, the directors of the responsible entity) |
L. Prospectus 13.3.1 section (Management Services - Contract with company of which TWO 1 directors of Fission are directors and shareholders). 2. Prospectus section 13.3.2 (Agreement with Tasman Resources) NL. a company who is a shareholder of Fission and of which the directors of Fission are directors. and shareholders). |
| 122 | A copy of every disclosure document or Product. Disclosure: Statement issued. and - every. information memorandum circulated, in the last 5 years |
N A |
| 123 | Information not covered elsewhere and which. in terms of rule 3.1, is likely materially to affect. the price or value of the entity's 'securities |
Nil |
| 123A | The documents which would have been required to be given to ASX under rules $4.1, 4.2, 4.3, 4.5$ . 5.1, 5.2 and 5.3 had the entity been admitted to the 'official list at the date of its application for admission, unless ASX agrees otherwise. I stample, ASX may agree otherwise if the entity was recently tacorporated. |
$N-A$ |
| Mining exploration entities | ||
| 124 | A map or maps of the mining tenements prepared 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 |
See diagrams in independent geologist reports included in sections 6 & $7$ of the Prospectus |
$125$ Detect ( $7.9\%$
bearing on the potential of the tenements. The maps must be dated and identify the qualified *person
and the report to which they relate,
<sup>1 See chapter 19 for defined terms.
Where is the information or document to (eg. prospectus cross be found? reference)
| 126 | A schedule of 'mining tenements prepared by a qualified person. The schedule must state in relation to each "mining tenement; the geographical area where the "mining tenement is simmted: 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. |
Attached (annexure "O") |
|---|---|---|
| 127 | If the entity has "acquired an interest or entered 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. |
Refer earlier to Q53-61 in relation to agreement with Tasman Resources NL. See section 13.3.2 of the Prospectus and the documents attached for purpose of Q.35. |
| 128 | A financial statement by the directors (if a trust, 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 |
Attached (annexure "P"). See also section 5.4 of the Prospectus |
| 139 | A declaration of conformity or otherwise with the Australasian Code for Reporting of Identified Mineral Resources and Ore Reserves for any reports on mineral resources and + ore reserves |
No resources or reserves exist nor have been quoted in relation to any of the Tasman Resources NL/Fission Energy Ltd tenements. Hence JORC compliance is not applicable. Historical resources/reserves for uranium deposits held elsewhere by other parties are quoted as examples in the prospectus and may net be JORC compliant. However, they are based on published information and their sources are quoted |
<sup>11 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 scal.
We agree:
- Our admission to the 'official list is in ASX's absolute discretion. ASX may admit us $\mathbf{I}$ 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 rofficial 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 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 $\bullet$ 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 'securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
- We will indemnify ASX to the fullest extent permitted by law in respect of any claim. 3 action or expense arising from, or connected with, any breach of the warranties in this agreement.
- We give ASX the information and documents required by this form. If any information $\overline{4}$ or document is not available now, we will give it to ASX before rquotation 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.
<sup>+ See chapter 19 for defined terms.
- We will comply with the listing rules that are in force from time to time, even if $\tilde{\mathcal{E}}$ iquotation of our *securities is deferred, suspended or subject to a 'trading halt,
- The listing rules are to be interpreted: 6
- 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 $\tilde{7}$ 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.
- $S$ A document given to ASX by an entity, or on its behalf, becomes and remains the 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 $\circ$ ASX is of equal validity in evidence as the original.
- $10$ Except in the case of an entity established in a jurisdiction whose laws have the effect that the entity's 'securities cannot be approved under the operating rules of the approved CS facility:
- We will satisfy the technical and performance requirements of the approved CS facility and meet any other requirements the approved CS facility imposes in connection with approval of our securities.
- When securities are issued we will enter them in the approved CS facility's subregister holding of the applicant before they are quoted, if the applicant instructs us on the application form to do so.
- The approved CS facility is irrevocably authorised to establish and administer a subregister in respect of the 'securities for which 'quotation' is sought.
<sup>1 See chapter 19 for defined terms.
$\overline{11}$ Except in the case of an entity established in a jurisdiction whose laws have the effect that the entity's 'securities cannot be approved under the operating rules of the approved CS facility, we confirm that either:
we have given a copy of this application to the approved CS facility in accordance with the operating rules of the approved CS facility ; or

we ask ASX to forward a copy of this application to the approved CS facility.
- $12$ In the case of an entity established in a jurisdiction whose laws have the effect that the entity's securities cannot be approved under the operating rules of the approved CS facility:
- The approved CS facility is irrevocably authorised to establish and $\bullet$ administer a subregister in respect of [CDIs.
- We will make sure that CDIs are issued over securities if the holder of $\bullet$ quoted securities asks for CDIs.
- $13$ In the case of an entity established in a jurisdiction whose laws have the effect that the entity's securities cannot be approved under the operating rules of the approved CS facility:

we have given a copy of this application to the approved CS facility in accordance with the operating rules of the 'approved CS facility; or

we ask ASX to forward a copy of this application to the approved CS facility.
Dated the 17th day of April 2007.
EXECUTED BY FISSION ENERGY LTD ACN 119 057 457 In accordance with s.127 of the Corporations Act 2001
Director
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Director / Secretap
<sup>7 See chapter 19 for defined terms.