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CORAZON MINING LIMITED — Regulatory Filings 2005
Jun 27, 2005
64747_rns_2005-06-27_3d683eec-23a4-4186-ab02-85e79d359a7f.pdf
Regulatory Filings
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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 +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; $\boldsymbol{I}$ .
- Information to be completed; and $\mathbf{z}$
- Agreement to be completed.
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
| ABN | |
|---|---|
| Name of entity | $\sqrt{87112898825}$ |
| Graynic Metals Limited | |
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
- $\mathbf{1}$ Deleted 30/9/2001
- +Main class of +securities $\overline{2}$
- *classes 3 Additional *securities (except *CDIs)
| Number | * Class |
|---|---|
| 24,500,003 | Ordinary Fully Paid Shares |
| be Number to |
† Class |
| 123,250,000 | Ordinary Fully Paid Shares |
| quoted |
<sup>+ See chapter 19 for defined terms.
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| Number not to be quoted |
+ Class | ||
|---|---|---|---|
| 1,250,003 | Ordinary Fully Paid Shares | ||
| 4 | postal number, Telephone 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. |
Graynic Metals Limited Telephone: Fax Number: [email protected] |
(08) 9381 1436 (08) 9381 1068 |
| 5 | Address of principal +security registries for each "class of +security (including +CDIs) |
Advanced Share Registry Services 110 Stirling Highway Nedlands WA 6009 |
|
| Tel: 08 9389 8033 Fax: 08 9389 7871 |
|||
| 6 | Annual balance date | 30 June | |
| Companies only (Other entities go to 19) |
|||
| 7. | title of chief Name and officer/managing executive director |
Ron Thom - Managing Director | |
| 8 | Name and title of chairperson of directors |
Not Applicable | |
| 9 | Names of all directors | Ron Thom - Managing Director Clive Jones - Non-Executive Director |
Nathan McMahon - Non-Executive Director |
$+$ See chapter 19 for defined terms.
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| 10 | Duration of appointment of directors (if not subject to retirement by rotation) and details of any entitlement to participate in profits |
Currently the Non-executive Directors do not have contracts in place but intend entering into contracts with the Company after the Company lists on the ASX. Ron Thom is the Managing Director and therefore not subject to retirement by rotation. Mr Thom has entered into a contract as set out in the Prospectus at Section 8.3. |
|---|---|---|
| Nathan McMahon and Clive Jones are Non-Executive Directors and are subject to retirement by rotation |
||
| There are no entitlements to participate in profits. | ||
| 11 | Name and title of company secretary |
Kent Hunter - Company Secretary |
| 12 | Place of incorporation | Perth, Western Australia |
| 13. | Date of incorporation | 10 February 2005 |
| 14 | which under Legislation incorporated |
The Corporations Act 2001 and is taken to be registered in Western Australia. |
| 15 | Address of registered office in Australia |
Level 2. 22 Oxford Close, Leederville WA 6007 |
| 16 | annual which $\mathbf{m}$ Month meeting is usually held |
October |
| 17 | Months in which dividends are usually paid (or are. intended to be paid) |
Not applicable at this stage |
| 18 | If the entity is a foreign has which company fог subregister certificated quoted + securities, the location *security Australian $\sigma$ registers |
Not Applicable a |
$+$ See chapter 19 for defined terms.
Ŀ,
Appendix 1A ASX Listing application and agreement
| If the entity is a foreign Not Applicable 18A. and company, the name entity's address of the Australian agent for service of process |
|
|---|---|
(Companies now go to 31)
All entities except companies
Name and title of chief 19 officer/managing executive director of the responsible entity Name and title of chairperson 20 of directors of responsible entity Names of all directors of the $21$ responsible entity $22\,$ Duration of appointment of directors of responsible entity (if not subject to retirement by rotation) and details of any entitlement to participate in profits Name and title of company 23 secretary of responsible entity
$\frac{1}{2}$
<sup>+ See chapter 19 for defined terms.
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| 23A | Trusts only - if the trust is a registered managed investment scheme, the names of the members of the compliance committee (if any) |
|
|---|---|---|
| 24 | Place of registration of the entity |
|
| 25 | Date of registration of the entity |
|
| 26 | Legislation under which the entity is registered |
|
| 27 | of administration Address office in Australia of the entity |
|
| 28 | If an annual meeting is held, month in which it is usually held |
|
| 29 | Months in which distributions are usually paid (or are intended to be paid) |
|
| 30 | If the entity is a foreign entity certificated $\mathbf{a}$ which has quoted for subregister "securities, the location of Australian + security registers |
|
| 30A | If the entity is a foreign trust, the name and address of the entity's Australian agent for service of process |
+ See chapter 19 for defined terms.
About the entity
All entities
Where is the information or document Tick to indicate you are providing the information or to be found? (eg, prospectus cross documents reference) Issue price: 20 cents (refer Section 1.1) Evidence of compliance with 20 cont minimum 31 of the Prospectus - page 5) issue price or sale price, and spread requirements Spread requirements: to be provided. 1 copy provided on 14 April 2005. Prospectus, Product Disclosure Statement or 32 250 final printed copies to be provided information memorandum relevant to the when printing completed. application (250 copies) for Enclosed (refer Annexure A Cheque for fees 33 calculation). CHESS and Issuer-Sponsored Type of subregisters the entity will operate 34 (refer Section 1.13 of the Prospectus -Example: CHESS and certificated subregisters page 7). Refer Annexure E Copies of any contracts referred to in the 35 Refer to Solicitors Report on Tenement prospectus, Product Disclosure Statement or $(pages 71 - 72)$ information memorandum (including any underwriting agreement) A certified copy of any restriction agreement To be provided 36 entered into in relation to "restricted securities To be provided If there are +restricted securities, undertaking 37 issued by any bank or +recognised trustee Refer Annexure B (Companies only) - certificate of incorporation or 38 other evidence of status (including any change of name) (All entities except companies) - certificate of Not Applicable 39 registration or other evidence of status (including change of name) Copy of the entity's constitution (eg, if a Refer Annexure C 40 company, the memorandum and articles of association)
$+$ See chapter 19 for defined terms.
- 11 $\frac{1}{\sqrt{2}}$
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Appendix 1A
ASX Listing application and agreement
| Where is the information or document (eg, prospectus cross to be found? reference) |
|||
|---|---|---|---|
| 41 | Completed checklist that the constitution complies with the listing rules (copy of articles checklist is available from any Companies Department) |
Not Applicable | |
| 42 | A brief history of the entity or, if applicable, the group |
Refer Section 2.1 of the Prospectus page 9. |
|
| 42A | Copy of agreement with ASX that documents may be given to ASX and authenticated electronically. |
Refer Annexure G for application form. | |
| 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 |
We confirm that the conditions for quotation contained in Listing Rule 2.1 have been, or will be, met. |
|
| 44 | Voting rights of 'securities to be quoted | Refer Section 8.1 (page 73) of the Prospectus and Section 10.14 - 10.35 of the Constitution. |
|
| 45 | A specimen certificate/holding statement for each + class of + securities to be quoted and a specimen holding statement for + CDIs |
Refer Annexure F | |
| 46 | Terms of the + securities to be quoted | Refer Section 8.1 (page 73) of the Prospectus and the Constitution for the rights attaching to Graynic Metals shares, and Section 1.1 (page 5) of the Prospectus for terms of the Offer |
|
| 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 |
To be provided | |
| 48 | A distribution schedule of each +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 provided | |
| 49 | The number of holders of a parcel of 'securities with a value of more than \$2,000, based on the issue/sale price |
To be provided | |
| 50 | Terms of any + debt securities and + convertible debt sccurities |
Not Applicable |
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| Appendix 1A | |
|---|---|
| ASX Listing application and agreement |
| Where is the information or document to be found? (eg, prospectus cross reference) |
||
|---|---|---|
| 51 | Trust deed for any + debt securities and l +convertible debt securities |
Not Applicable |
| 52 | Trusts only - if the trust is not a registered 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 | The name of the vendor and details of any Refer Annexure D relationship of the vendor with us |
|
| 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 |
Refer Annexure D |
| 55 | The date that the vendor acquired the + classified asset |
Refer Annexure D |
| 56 | The method by which the vendor 'acquired the *classified asset, including whether by agreement, exercise of option or otherwise |
Refer Annexure D |
| 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 |
Refer Annexure D |
| 58 | Full details of the + classified asset, including any title particulars |
Refer Annexure D |
$+$ See chapter 19 for defined terms.
Where is the information or document to be found? (eg, 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).
- The date that the entity +acquired the +classified 60 asset from the vendor, the consideration passing directly or indirectly to the vendor, and whether that consideration has been provided in full
- 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).
| Refer Annexure D | ||||||||
|---|---|---|---|---|---|---|---|---|
Refer Annexure D
Refer Annexure D
About the entity's capital structure
All entities
61
| 62 | Deleted 1/9/99. | |
|---|---|---|
| 63 | A copy of the register of members, if ASX asks | To be provided, if ASX asks |
| 64 | A copy of any court orders in relation to a reorganisation of the entity's capital in the last |
Not Applicable |
| 65 | five years The terms of any "employee incentive scheme |
Refer Section 8.12 on the Prospectus $(\text{page } 81 - 82)$ |
| 66 | The terms of any "dividend or distribution plan | Not Applicable |
| 67 | The terms of any + securities that will not be quoted |
Refer Section 1.1 (page 5) of the Prospectus |
| 68 | Deleted 1/7/98. |
<sup>+ See chapter 19 for defined terms.
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| Where is the information or document (eg, prospectus cross to be found? reference) |
||
|---|---|---|
| 69 | The entity's issued capital (interests), showing separately each "class 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) |
Refer as follows: Page 3 of the Prospectus; and Section 6 (pages $52 - 61$ ), of the Prospectus - capital structure. Section 8.1 (page 73) of the Prospectus Also refer - dividends and rights. constitution, clauses $10.1 - 10.36$ . |
| 70 | The number of the entity's debentures, except to outstanding, showing the amount bankers, 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. |
Nil |
| 71 | The number of the entity's unsecured notes, 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. |
Νï |
| 72 | The number of the entity's options to 'acquire number showing the unissued tsecurities, outstanding Note: This applies whether the securities are quoted or not. |
Nil |
| 73 | Details of any rights granted to any "person, or to any class of + persons, to participate in an issue of the entity's + securities Note: This applies whether the securities are quoted or not. |
Not Applicable |
| 74 | 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). |
Not Applicable |
$^+$ See chapter 19 for defined terms.
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| About the entity's financial position (Entities meeting the profit rest go to 75. For the assets test go to 81A.) |
||
|---|---|---|
| All entities meeting the profit test | Where is the information or document (eg, prospectus cross to be found? reference) |
|
| 75 | Evidence that the entity has been in the same main business activity for the last 3 full financial years |
|
| 76 | Evidence that the entity is a going concern (or successor) and its aggregated profit for the last 3 full financial years |
|
| 76A | the entity's + profit from that Evidence continuing operations in the past 12 months exceeded \$400,000 |
|
| 77 | Audited 'accounts for the last 3 full financial years and audit reports |
|
| 78 - 79 | Deleted 1/7/97. | |
| 80 | Half yearly *accounts (if required) and audit report or review |
|
| 80 A | Pro forma balance sheet and review | |
| 80B | Statement from all directors or all directors of the responsible entity confirming that the entity is continuing to earn 'profit from continuing operations |
|
| All entities meeting the assets test (only complete one of 81A, 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 |
Refer Proforma Statement of Financial Position (page 55) in the Investigating Accountant's Report (Section 6 of the Prospectus – pages $52 - 61$ ). |
| 81B | For + investment entities other than + pooled development funds, evidence of net tangible assets of at least \$15 million |
Not Applicable |
| 81C | that the entity is a 'pooled Evidence development fund with net tangible assets of at least \$2 million |
Not Applicable |
+ See chapter 19 for defined terms.
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| Where is the information or document to CTOSS (eg, prospectus be found? 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 cash (if there are no-commitments) |
Not Applicable | |
| 83 | Evidence that there are commitments to spend at least half of the entity's cash and assets in a form readily convertible to cash (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) |
Refer Section 1.4 (page 5) and 2.3 (pages 11 - 13) of the Prospectus. |
|
| 84 | Statement that there is enough working capital to carry out the entity's stated objectives (and statement by independent expert, if required) |
directors' fог 1.4 Section Refer statement (page 5), and Section 5 Independent Geologist's Report (pages $19 - 20$ ). |
|
| 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 |
entity the Applicable Not incorporated on 10 February 2005 |
|
| 87A | Half yearly 'accounts (if required) and audit report, review or statement that not audited or not reviewed |
Not Applicable | |
| 87B | Audited balance sheet (if required) and audit report |
Not Applicable | |
| 87C | Pro forma balance sheet and review | Refer Section 6 (page 52 - 61) of the Prospectus (Investigating Accountant's Report). |
|
| (Now go to 106) | |||
| 88 | Deleted 1/7/97. | ||
| 89-92C | Deleted 1/9/99. | ||
| 93 | Deleted 1/7/97. | ||
| 94-98C | Deleted 1/9/99. | ||
| 99 | 100-105C | Deleted 1/7/97. Deleted 1/9/99. |
|
$+$ \$ee chapter 19 for defined terms.
Where is the information or document
About the entity's business plan and level of operations
All entities
| Information | contained | in | the. | information | reference) | to be found? | (eg, prospectus cross | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| memorandum | 106 $\sqrt{\phantom{a}}$ Details of the entity's existing and proposed activities, and level of operations. State the main business |
Refer Section 2 (pages 11) of the Prospectus for Company background and proposed activities. |
|||||||||
| 107 | s san dan adhar than coch | Details of any issues of the entity's "securities (in all Refer Section 1.1 (page 5) & Section 6 $\cdot$ $\cdot$ classes) in the last 5 years. Indicate issues for (pages 52 - 61) of the Prospectus for |
shares presently on issue. |
Information memorandum requirements
consideration other than cash
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 information memorandum
- 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)
110
The date the information memorandum is signed
$111(a)$
109
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
$111(b)$
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
+ 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 |
|||
| 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 |
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| 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 |
|||
| 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 |
|||
| 113 | A statement that ASX does not take any responsibility for the contents of the information memorandum |
|||
| 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 |
|||
| 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 |
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$+$ See chapter 19 for defined terms.
L.
Appendix 1A ASX Listing application and agreement
Where is the information or document to be found? (eg, prospectus cross reference)
| 116 | A statement that the entity has not raised any capital 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 |
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|---|---|---|---|---|---|
| 117 | 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. information statement in the material A 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 |
||||
| Information contained in the supplementary information memorandum | |||||
| 118 | information supplementary is Ιf there a memorandum: Correction of any deficiency. $\bullet$ • Details of any material omission, change or new matter. A prominent statement that it is a supplementary information memorandum. The signature of every director, or proposed $\bullet$ 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). supplementary information the date The memorandum is signed. |
||||
| Evidence if supplementary information memorandum is issued | |||||
| 119 | Evidence that the supplementary information memorandum accompanied every copy of the information memorandum issued after the date of the supplementary information memorandum. |
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$^+$ See chapter 19 for defined terms.
Other information
| All entities | Where is the information or document to be found? (eg, prospectus cross reference) |
|
|---|---|---|
| 120 | Evidence that the supplementary information memorandum was sent to every "person who was sent an information memorandum |
Not Applicable |
| 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) |
Refer Sections 8.2 and 8.3 (page 74 - 75) of the Prospectus and Solicitors Report (pages $62 - 72$ ). |
| 122 | A copy of every disclosure document or Product and every issued. Statement Disclosure information memorandum circulated, in the last 5 years |
Not Applicable |
| 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 |
None, to the best of our knowledge. |
| 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. |
be Other relevant documents will provided if ASX asks. |
| Éxample: ASX may agree otherwise if the entity was recently incorporated. |
||
Mining exploration entities
(Independent $\overline{\mathbf{5}}$ Section A map or maps of the mining tenements prepared Refer 124 Geologist's Report) generally. 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.
125 Deleted 1/7/97
+ See chapter 19 for defined terms.
Where is the information or document to (eg, prospectus cross be found? reference)
Refer Section 7 (pages $62 - 72$ ) of the
Section 5 (Independent Geologist's
Refer Section $7$ (pages $71 - 72$ ) of the
Prospectus for a summary of all vendor
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 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
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.
tenement is currently held.
Refer Section 2.2 (page 9) of the Prospectus for details of exploration expenditure budgets by project.
agreements.
Prospectus.
Report) generally
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
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
Refer Section 5 of the Prospectus (Independent Geologist's Report)
127
128
129
126
<sup>+ 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:
$\overline{\phantom{a}}$
- Our admission to the 'official list is in ASX's absolute discretion. ASX may admit us $\mathbf{1}$ 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.
- We warrant the following to ASX. $\overline{2}$
- 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 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, ٩ 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 4 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.
<sup>+ 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.
- 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 $\blacksquare$ hased.
- 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 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>+ See chapter 19 for defined terms.
ă. $\Delta$
Appendix 1A ASX Listing application and agreement
Except in the case of an entity established in a jurisdiction whose laws have the $11$ 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.
- In the case of an entity established in a jurisdiction whose laws have the effect that the $12.$ 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 administer a 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 the 13 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:
Signed for and on behalf of Graynic Metals Limited in accordance with Section 127 of the Corporations Act 2001:
Ron Thom Managing Director
$\frac{1}{100000000000000000000000000000000000$
Clive-Jones Director
<sup>+ See chapter 19 for defined terms.