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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

$\epsilon$ ) $\epsilon$

$^{-1}$ 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

$\big)$ $\mathbf{)}$

$\bar{)}$

$\big)$

$\overline{)}$

Director / Secretap

<sup>7 See chapter 19 for defined terms.