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CZR RESOURCES LTD — Capital/Financing Update 2008
Oct 8, 2008
64748_rns_2008-10-08_b4d8073c-2aab-4683-8f9c-65d32d7ffc92.pdf
Capital/Financing Update
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Level 4/102 James Street NORTHBRIDGE WA 6003 T: +61 8 9227 7766 F: +61 8 9227 1370 E: [email protected] W: www.coziron.com
9 October 2008
Australian Stock Exchange Exchange Plaza 2 The Esplanade PERTH WA 6000
Non-Renounceable Rights Issue Letter to Shareholders
Please find enclosed the form of the Rights Issue Letter of Offer and Chairman’s letter which is being mailed to Coziron Shareholders today.
Yours Faithfully
Sai Kwok Miu
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Executive Director Coziron Resources Limited
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Level 4/102 James Street NORTHBRIDGE WA 6003 T: +61 8 9227 7766 F: +61 8 9227 1370 E: [email protected] W: www.coziron.com
9 October 2008
Dear Shareholder
Your Company has been making considerable progress towards developing the Agam Iron Sands Project in West Sumatra.
Following completion of the necessary preliminaries, Coziron has engaged specific geological and engineering consultants to develop appropriate mining and construction plans to ensure that the Company can meet its iron sands production timetable commencing around mid 2009.
In this regard Coziron has received strong indicative production offtake offers from a number of Chinese groups and will sign off on a specific arrangement at the earliest opportunity.
The Agam Iron Sands Project will beneficiate the raw iron sands material into a desirable high grade iron product the indications for which are that it will meet with ready demand from Chinese trading companies and steel mills.
Iron sands is a relatively simple mining and production process and early indications are that, with an initial expected mine life of at least 8 years at the initial 30,000 tons monthly start up production levels, the Agam Iron Sands Project will be very rewarding for the Company and its shareholders. The projected profit contribution is expected to be in the vicinity of USD$1 million a month.
Coziron will be looking to significantly expand its iron sands activities in the adjacent areas and increase production schedules once the initial target is achieved and the operation is running smoothly.
To ensure that it is able to meet its tight timetable and provide sufficient working capital, Coziron has announced a new pro rata share issue to all shareholders on the basis of 1 new share for every 2 held on the record date of 3 October.
The entitlement and acceptance forms are included at the end of the attached Letter of Offer. Please note that the issue closes on 23 October. As an existing shareholder, you are welcome to apply for more shares than your entitlement by completing the form.
Directors and substantial shareholders have shown great interest in this new issue.
I commend the issue to all shareholders and should any additional information or details be required, could you please call:
Norman 0411 888 782
Yours sincerely
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____ Richard Tan Chairman
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9 October 2008
Coziron Resources Limited ( Corizon or Company ) is to undertake a pro-rata entitlement share issue to current shareholders.
Terms of Non-Renounceable Rights Issue
Coziron invites shareholders who are registered at 5.00pm WST on 3 October 2008 (Registered Shareholders as at Record Date) to participate in a pro-rata non-renounceable rights issue on the basis of one (1) fully paid ordinary share in the Company for every two (2) shares held as at the Record Date at an issue price of A$0.08 per share (Rights Issue). The Rights Issue is not underwritten.
The Rights Issue will result in the issue of up to 32,970,126 shares ( Rights Issue Shares ) to raise up to $2,637,610 before costs of the Rights Issue.
Rights Issue pursuant to Section 708AA of the Corporations Act
Amendments were made to the Corporations Act 2001 (Cth) ( Act ) in 2007 (section 708AA) to enable a rights issue to be made without the issue of a Chapter 6D disclosure document. Pursuant to section 708AA, the Company will make the Rights Issue offer without preparing and issuing a Chapter 6D disclosure document. This letter of offer is accompanied by an Entitlement and Acceptance Form.
The Company is a disclosing entity for the purposes of section 111AC of the Act. As such, it is subject to regular reporting and disclosure obligations under section 674 of the Act and under Chapters 3 and 4 of the ASX Listing Rules which require it to disclose to the ASX any information of which it is, or becomes, aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company.
Registered Shareholders may view the Company’s ASX releases at www.asx.com.au (ASX Code: CZR). In particular, the attention of Registered Shareholders is drawn to the following ASX releases:
| ASX Announcements | Date |
|---|---|
| Appendix 3B | 22/07/2008 |
| Response to ASX query | 31/07/2008 |
| Quarterly Activities Report 30 June 2008 | 31/07/2008 |
| Quarterly Cashflow Appendix 5B 30 June 2008 | 31/07/2008 |
| Release from Escrow | 15/08/2008 |
| Appendix 3B | 15/08/2008 |
| Agam Ground Electro Magnetic Survey | 20/08/2008 |
| Appendix 3B | 01/09/2008 |
| Agam Iron Sands update | 03/09/2008 |
| Update on Agam Iron Sand Project | 15/09/2008 |
| Agam IronSandProject | 17/09/2008 |
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In addition, extensive information on the Company and its projects (including ASX releases) can be found on the Company’s website at www.coziron.com.
Proceeds of the Rights Issue
An indicative scenario for application of the funds raised under the Rights Issue is shown in the table below:
$ Mining and Construction of 30,000 tons per month Iron Sands Concentrate Beneficiation Plant 1,500,000 Working capital and issue costs 1,137,610 Total $2,637,610
Total
It is important to note that the use of funds may be subject to change in line with results, circumstances and other opportunities.
Timetable
The Rights Issue is being conducted in accordance with the following timetable:
| Date | Action |
|---|---|
| 26 Sept2008 | Shares quoted on “ex”basis |
| 3 Oct2008 at 5.00pm WST | RightsIssueRecordDate |
| 9 Oct2008 | Despatchof Entitlement andAcceptanceForm |
| 10 Oct 2008 | Rights Issue opens |
| 23 Oct2008 | RightsIssue closes |
| 24Oct2008 | Shares quoted ona deferred basis |
| 31Oct2008 | Despatchdate |
All of the abovementioned dates may be subject to change. The Company reserves the right to amend this timetable including, subject to the Act and the ASX Listing Rules, to extend the closing date.
Entitlement and Acceptance Form
A personalised Entitlement and Acceptance Form and a reply-paid envelope are enclosed for use by Registered Shareholders. The Entitlement and Acceptance Form shows the number of Rights Issue Shares to which the Registered Shareholder is entitled. Fractional entitlements have been rounded down.
If you are eligible ( Eligible Shareholder ) and wish to participate in the Rights Issue, it will be necessary for you to complete this personalised Entitlement and Acceptance Form. All applications for Rights Issue Shares must be made on the Entitlement and Acceptance Form. If you wish to take up all or part of your entitlement under the Rights Issue, please complete the Entitlement and Acceptance Form in accordance with the instructions set out on the form.
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Please ensure the completed Entitlement and Acceptance Form and your payment for the Rights Issue Shares are received by the Company’s Share Registry no later than 5.00pm WST on the closing date of 23 October 2008 ( Closing Date ), as follows:
By hand delivery at:
Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153
By post at:
Security Transfer Registrars Pty Ltd PO Box 535 APPLECROSS WA 6953
Payment terms
The payment of $0.08 per Rights Issue Share applied for pursuant to the Rights Issue must be made in full and cheques in respect of applications for Rights Issue Shares must be in Australian currency, drawn on an Australian bank made payable to ‘ Coziron Resources Limited – Share Issue Account’ , and be crossed ‘not negotiable’. Payment must accompany the duly completed Entitlement and Acceptance Form. Applicant Registered Shareholders should not forward cash. Receipts for payment will not be issued.
Eligible shareholders may also use the direct payment method by following the direct payment instructions in the Application Form. Payments must reach the nominated account of the Share Registrar by no later that 5.00pm WST on the Closing Date. You must post, fax or scan and email a copy of the bank receipt, together with a copy of the completed Entitlement and Acceptance Form to Security Transfer Registrars by no later than the Closing Date.
Application for additional shares
In addition to their entitlement, Eligible Shareholders can apply for a number of the Rights Issue shares that are not taken up ( Additional New Shares ) by completing the Additional New Shares section of the Entitlement and Acceptance Form which is located immediately below the Entitlement or part thereof section and submitting payment in accordance with the payment terms referred to above. The actual number of Additional New Shares granted will be at the sole discretion of the directors. Application funds in respect of Additional New Shares not granted will be refunded as soon as practicable after the rights issue closes.
Any application will be treated as an offer from the Registered Shareholder to acquire Rights Issue Shares on the terms set out in this letter of offer. The directors of the Company reserve the right to reject any applications for Rights Issue Shares or Additional New Shares in whole or in part.
Non-acceptance of Entitlement
If you do not wish to take up any part of your entitlement under the Rights Issue, you are not required to take any action. If you decide not to accept all or part of your entitlement, that part of your entitlement not accepted will lapse. Furthermore, if you do not take up your entitlement, your percentage holding in the Company will be diluted.
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Overseas Shareholders
The Company is of the view that it is unreasonable to make an offer under this letter of offer to shareholders outside of Australia and New Zealand having regard to:
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(a) the number of shareholders outside of Australia and New Zealand as a proportion of total shareholders in the Company;
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(b) the number and value of the securities to be offered to shareholders outside of Australia and New Zealand; and
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(c) the costs of complying with the legal requirements and requirements of regulatory authorities in the overseas jurisdictions.
Accordingly, the Company is not required to make offers under this letter of offer to shareholders outside of Australia and New Zealand.
Ranking
All Shares to be allotted pursuant to this Letter of Offer will rank equally with all existing ordinary shares on issue.
Tax considerations
Coziron does not consider that it is appropriate to give Shareholders advice regarding the taxation consequences of subscribing for Shares under this Letter of Offer. Coziron, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. As a result, Shareholders should consult their professional tax adviser in connection with subscribing for Shares under this Letter of Offer.
Risk Factors
Registered Shareholders should be aware that an investment in the Company involves many risks which may be higher than the risks associated with an investment in other companies. Registered Shareholders intending to participate in the Rights Issue should refer to the announcements made by the Company to the ASX. This information is available from the ASX website, www.asx.com.au (ASX Code: CZR), and the Company’s website, www.coziron.com. You should review announcements made by the Company in order to fully appreciate such matters and the manner in which the company operates before making a decision regarding the Rights Issue.
Registered Shareholders intending to participate in the Rights Issue should consider that an investment in the Company is speculative and should consult with their professional advisers before deciding whether to apply for Rights Issue Shares. You should note that the Rights Issue Shares to be issued pursuant to this letter of offer carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those shares.
If you have any questions in relation to the Rights Issue, please do not hesitate to contact the Company on (+618) 9227 7766.
Yours sincerely
Sai Kwok Miu
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Executive Director Coziron Resources Limited
THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER .
ENTITLEMENT and ACCEPTANCE APPLICATION FORM
REGISTERED OFFICE:
C/- MGI BRIDGE PARTNERS LEVEL 41 108 ST GEORGES TERRACE PERTH WA 6001
COZIRON RESOURCES LTD
ABN 91 112 866 869
SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 770 Canning Highway, APPLECROSS WA 6153 T: (08) 9315 2333 F: (08) 9315 2233 E: [email protected] W: www.securitytransfer.com.au
ASX Code: CZR HOLDER NO: «Holder_no» Shareholding at 5.00PM WST «SECURITIES» on 3 October 2008 Entitlement to Shares 1:2 «ENTITLEMENT» Amount payable on acceptance @ «AMOUNT» $0.08 per Share
NON-RENOUNCEABLE OFFER CLOSING AT 5.00PM ON 23 OCTOBER 2008
To the Directors,
COZIRON RESOURCES LTD
I/We the above named being registered on 3 October 2008 (at 5.00pm WST) as the holder(s) of ordinary shares in your Company hereby accept and apply for the undermentioned New Shares issued in accordance with the terms of the Letter of Offer accompanying this form.
| TO COMPLETE BY SHAREHOLDER |
NUMBER OF NEW SHARES ACCEPTED/APPLIED FOR |
NUMBER OF NEW SHARES ACCEPTED/APPLIED FOR |
NUMBER OF NEW SHARES ACCEPTED/APPLIED FOR |
@$0.08 PER SHARE |
AMOUNT ENCLOSED | ||||
|---|---|---|---|---|---|---|---|---|---|
| Entitlement or part thereof |
, | , | $0.08 |
AUD $ | , | , |
. | ||
| Additional New Shares * |
, | , | $0.08 |
AUD $ | , | , |
. | ||
| **TOTAL SHARES ** | , | , | TOTAL AMOUNT |
AUD $ | , | , |
. |
(* refer to the Application of Additional shares section of the Letter of Offer)
I/We enclose my/our cheque made payable to COZIRON RESOURCES LTD – SHARE ISSUE ACCOUNT or have deposited funds into the bank account below for the amount shown being payment at the rate of $0.08 per Share applied for. I/We hereby authorise you to place my/our name(s) on the register of members in respect of the New Shares allotted to me/us and I/we agree to be bound by the Company’s Constitution.
If any information on this form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the directors as to whether to accept this form, and how to construe, amend or complete it shall be final. I/We authorise the Company to send the applicant a substituted application form (if this application form ceases to be current) to the applicant’s email address set out in this application. I/We declare that the applicant has received a full and unaltered version of the Letter of Offer either in an electronic or paper format. Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured.
PAYMENT BY ELECTRONIC FUNDS TRANSFER (EFT)
Shareholders may elect to pay for their entitlement via (EFT) and deposit funds directly to the following bank account:
BSB NO: 036 - 001 ACCOUNT NUMBER: 29 0948
EFT REFERENCE NUMBER: «EFT_REFERENCE_NO»
This reference number must be quoted at the point of EFT in order for your funds to be allocated correctly.
YOU MUST POST, FAX OR EMAIL A COPY OF YOUR BANK RECEIPT TOGETHER WITH A COPY OF YOUR COMPLETED ENTITLEMENT FORM TO SECURITY TRANSFER REGISTRARS IN ORDER FOR YOUR APPLICATION TO BE PROCESSED.
| Telephone | Telephone | Contact Name | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| B | L | O | C | K | ||||||||
| @ | L | E | T | T | E | R | S | . | C |
O | M |
NOTE: Only cheques and/or bank drafts in Australian currency and drawn on and payable to COZIRON RESOURCES LTD – SHARE ISSUE ACCOUNT on a bank within Australia should be forwarded to Security Transfer Registrars Pty Ltd, PO Box 535, APPLECROSS WA 6953 together with this Entitlement and Acceptance Form.
RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE SECURITIES BEING OFFERED
| Share Registry Use Only | Share Registry Use Only | Registry Date Stamp | Registry Date Stamp |
|---|---|---|---|
| CZR 5 EFT REFERENCE NUMBER: «EFT_REFERENCE_NO» |
|||
| Form: 307 |
Form: 307
EXPLANATION OF ENTITLEMENT
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The front of this form sets out the number of Shares which you are entitled to accept.
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Your entitlement may be accepted either in full or in part. There is no minimum acceptance.
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The price payable on acceptance of each Share is $0.08
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You may accept your entitlement in full by completing the Entitlement and Acceptance Form overleaf.
APPLICATION INSTRUCTIONS
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The issue price of $0.08 per Share on is payable in full upon application.
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You may pay for the new shares applied for by cheque or Electronic Funds Transfer (EFT). Cash payments will not be accepted.
Payments must be made in Australian currency.
CHEQUE PAYMENTS
Cheques or bank drafts must be drawn on and payable at a bank within Australia. Cheques and bank drafts drawn on banks outside Australian in either Australian currency or in foreign currency will not be accepted.
Cheques must be made payable to COZIRON RESOURCES LTD – SHARE ISSUE ACCOUNT and crossed “Not Negotiable”
Cheques not properly drawn may be rejected. Cheques will generally be deposited on the day of the receipt. If cheques are dishonoured, the application will be rejected.
PAYMENT BY ELECTRONIC FUNDS TRANSER (EFT)
Shareholders may elect to pay for their entitlement via (EFT) and deposit funds directly to the following bank account:
BSB NO: 036 - 001 ACCOUNT NUMBER: 290948
EFT REFERENCE NUMBER: (as provided on the front of this form).
This reference number must be quoted at the point of EFT in order for your funds to be allocated correctly.
Do not forward cash as receipts will not be issued.
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The cheque or bank draft must be made payable to COZIRON RESOURCES LTD – SHARE ISSUE ACCOUNT and crossed “Not Negotiable”.
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When completed, this form together with the appropriate payment in Australian currency should be forwarded to our Registry: Security Transfer Registrars Pty Ltd, PO Box 535, APPLECROSS WA 6953.
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Acceptances must be received by Security Transfer Registrars Pty Ltd no later than 5.00PM WST on 23 October 2008.
ENQUIRIES
Any enquiries should be directed to:
The Company’s share registry:
Security Transfer Registrars Pty Ltd PO Box 535 Applecross, Western Australia 6953
Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153
Telephone (61-8) 9315 2333
Facsimile (61-8) 9315 2233