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Future Metals NL Capital/Financing Update 2011

Jul 24, 2011

10485_rns_2011-07-24_b4f0ac98-63e5-47cc-87d7-1de56dcf1497.pdf

Capital/Financing Update

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Red Emperor Resources NL ABN 99 124 734 961

Nomad Option Terms

The Nomad Options entitle the holder to subscribe for Shares on the following terms and conditions:

  • (a) Each Nomad Option gives the Optionholder the right to subscribe for one Share.

  • (b) The Nomad Options will expire at 5:00pm (WST) on the date being 2 years from the date of issue ( Expiry Date ). Any Nomad Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

  • (c) Subject to the Listing Rules, the amount payable upon exercise of each Nomad Option will be the price being the mid‐market trading price of the Company’s securities on the day it is admitted to AIM ( Exercise Price ).

  • (d) The Nomad Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

  • (e) An Optionholder may exercise their Nomad Options by lodging with the Company, before the Expiry Date:

    • (i) a written notice of exercise of Nomad Options specifying the number of Nomad Options being exercised; and

    • (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

  • (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

  • (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Nomad Options specified in the Exercise Notice.

  • (h) All Shares allotted upon the exercise of Nomad Options will upon allotment rank pari passu in all respects with other Shares.

  • (i) The Company will not apply for quotation of the Nomad Options on ASX. The Company will apply for quotation of all Shares allotted pursuant to the exercise of Nomad Options on ASX within 10 Business Days after the date of allotment of those Shares.

  • (j) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

  • (k) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Nomad Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Nomad Options prior to the date for determining entitlements to participate in any such issue.

Red Emperor Resources NL ABN 99 124 734 961

  • (l) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Nomad Options, the exercise price of the Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

  • (m) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Nomad Options, the number of securities over which an Nomad Option is exercisable may be increased by the number of securities which the Optionholder would have received if the Nomad Option had been exercised before the record date for the bonus issue.