Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

INOVIQ LTD Capital/Financing Update 2008

Jun 23, 2008

65112_rns_2008-06-23_f4cffb43-d747-44a0-8a5e-8259b3a8628a.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

ASX & AIM Symbol "EUG"

24 June 2008

==> picture [81 x 36] intentionally omitted <==

EUROGOLD

L I M I T E D

(ACN 009 070 384)

NON-RENOUNCEABLE RIGHTS ISSUE, SHARE CONSOLIDATION AND CANCELLATION OF AIM LISTING

  • Eurogold Limited (“Eurogold”) is pleased to announce an underwritten nonrenounceable rights issue (Rights Issue) of one new Share for every one Share held to raise approximately $9.6 million before costs.

  • The funds raised from the Rights Issue will expand the range and size of investment opportunities that Eurogold can pursue.

  • Eurogold also proposes to cancel its listing on the AIM market and to seek shareholder approval to consolidate its share capital on a 10:1 basis.

Non-Renounceable Rights Issue

Eurogold is pleased to announce a non-renounceable Rights Issue to raise a maximum of $9,590,385 before costs. The Rights Issue will offer one new Share for every one Share held on the Record Date at an issue price of $0.03 per share.

The Rights Issue is being fully underwritten by RFC Corporate Finance Ltd and sub-underwritten by Sun Hung Kai Investment Services Ltd (subject to formal documentation).

A prospectus for the Rights Issue, which will include a timetable of key dates, is currently being finalized and is expected to be released to the market and despatched to shareholders during the next week. An ASX Appendix 3B in relation to the rights issue is attached to this announcement.

Proposed Share Consolidation and General Meeting

Eurogold also proposes to seek shareholder approval for a 10:1 consolidation of its share capital. A general meeting of shareholders is proposed to be held prior to the end of July 2008 for this purpose. A notice of meeting is expected to be released to the market and despatched to shareholders during the next week. The Rights Issue will be completed prior to the consolidation of capital taking effect.

At the same meeting, Eurogold intends to also seek shareholder approval for the issue of 3,500,000 Options exercisable at $1.00 (on a post consolidation basis) with an expiry date of 30 June 2014 to shareholders who participated in a placement in July 2006 and the issue of a further 500,000 of such Options to entities associated with Mr Peter Gunzburg in relation to the conversion of debts owed by the Company to Mr Gunzburg in July 2006. Shareholders previously approved the issue of Options (on identical terms to the new Options other than for an expiry date of 30 June 2009) in relation to both the July 2006 placement and the conversion of debts owed to Mr Gunzburg. However, for various reasons such Options were not issued. Eurogold is required to seek shareholder approval again to grant the Options given the extended expiry date and so that their issue does not affect its 15% placement capacity.

Consolidated Share Capital and Funding Position

After the proposed 10:1 share consolidation the Company will have approximately 64 million shares on issue and cash and listed investments of approximately $15.7 million (equating to approximately 25 cents per share).

The Company also has a contingent receivable of US$3 million (equating to approximately 5 cents per share) due from Resource Invest LLC (RIL) when a regulatory milestone relating to the advancement of the Saulyak Gold Projectin the Ukraine, previously sold by Eurogold to RIL, is met.

Use of Funds and Future Investment Strategy

In a general meeting of Shareholders held on 10 July 2007 and following the disposal of its projects, the Directors advised that the Company would become a strategic investment company. As an investment company, Eurogold intends to actively pursue opportunities in the resources sector by way of direct equity investments in companies with resource projects or directly into projects by way of ownership, joint ventures or farm in arrangements.

To that end, the Company has previously announced that it has acquired a 19.89% interest in the ASX listed gold explorer, Golden Tiger Mining NL. Golden Tiger has several gold exploration projects in Guangxi Province in southern China which have delivered some very encouraging exploration results to date.

The additional funds raised from the rights issue will enable Eurogold to pursue an expanded range of investment opportunities and make larger single investments than it could using its existing resources.

Cancellation of AIM Listing

Eurogold is currently listed on both the ASX and on the AIM Market of the London Stock Exchange. However, as a result of selling its previous main undertaking, the Saulyak gold project, Eurogold was due to be suspended from AIM on 10 July 2008 and would have had a further 6 months in which to complete a “reverse takeover” transaction or otherwise have its AIM listing cancelled.

Given this situation and the ongoing costs (of around $150,000 per annum) of maintaining the AIM listing, Eurogold has therefore sought to cancel its AIM listing. The cancellation will take effect at 7am UK time on Thursday 24 July 2008 with the last day of trading of Eurogold shares on AIM being on 23 July 2008. In light of the cancellation on 24 July 2008 the AIM suspension on 10 July 2008 will now no longer occur.

All shareholdings held through Eurogold’s UK share registry will be migrated to Eurogold’s Australian share register (managed by Computershare) immediately following the cancellation date. However, shareholders may elect to transfer their holding before such date if they choose. A letter will be sent to holders on the UK share registry providing further details on this process.

Peter Gunzburg Chairman

For further information, please contact: Peter Gunzburg – Managing Director – Ph: +61 8 9481 0572, Email: [email protected] RFC Corporate Finance Ltd acts as Eurogold’s Nominated Adviser Contact: Stuart Laing – Ph: +61 8 9480 2506, Email: [email protected]

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

EUROGOLD LIMITED

ABN

58 009 070 384

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to
be issued
2
Number of+securities issued or
to be issued (if known) or
maximum number which may be
issued
3
Principal terms of the+securities
(eg, if options, exercise price and
expiry
date;
if
partly
paid
+securities,
the
amount
outstanding and due dates for
payment;
if
+convertible
securities, the conversion price
and dates for conversion)
1) Ordinary Shares
2) Unlisted Options @ $1.00 expiring 30
June 2014(post consolidation)
1)
319,679,494 Ordinary Shares (based
on no unlisted options being
exercised)
(Post Consolidation 31,967,949)
2) 4,000,000 Options @ $1.00 expiring
30 June 2014 (post consolidation)
1) Rank Equally
2) Unlisted Options @ $1.00 expiring on
30 June 2014
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Ordinary shares issued to rank equally all respects from the date of with shares already quoted allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 1) $0.03 2) Nil 6 Purpose of the issue To raise funds to allow the Company to (If issued as consideration for the expand the range and size of acquisition of assets, clearly investments, and to meet the cost of the identify those assets) Rights Issue including payments to the Underwriter, legal fees, ASX and ASIC etc. 7 Dates of entering +securities 1) Anticipated 01 August 2008 into uncertificated holdings or 2) Anticipated 01 August 2008 despatch of certificates Number +Class 8 Number and +class of all Pre‐Consolidation +securities quoted on ASX 639,358,988 Ordinary ( including the securities in clause 2 if applicable) Post Consolidation Ordinary 63,935,898

  • See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all Pre‐Consolidation +securities not quoted on ASX 4,000,000 Unlisted Director ( including the securities in Options @ $0.03 clause 2 if applicable) expiry 10/08/2008 Post Consolidation 400,000 Unlisted Director Options @ $0.30 expiry 10/08/2010 4,000,000 Unlisted Options @ $1.00 expiry 30/06/2014 10 Dividend policy (in the case of a Not Applicable trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non‐
renounceable?
13
Ratio in which the+securities
will be offered
14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17
Policy for deciding entitlements
in relation to fractions
No
Non‐renounceable
1 new Share for every one Share held
Ordinary Shares
Anticipated 8 July 2008
If applicable
Rounded Down
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

18
Names of countries in which the
entity has+security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee
or commission
22
Names of any brokers to the
issue
23
Fee or commission payable to
the broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the
date of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent
to persons entitled
27
If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
Offer to be made only to Australian and
New Zealand Holders
Anticipated 25 July 2008
Underwriter
RFC Corporate Finance Ltd
Sub‐Underwriter
Sun Hung Kai Investment Services Ltd
(Client KatongAssets Ltd A/C)
4% percent
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Anticipated 11 July 2008
Not Applicable
Not Applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 4

24/10/2005

Appendix 3B New issue announcement

29 Date rights trading will end (if Not Applicable applicable)

30 How do[+] security holders sell Not Applicable their entitlements in full through a broker? 31 How do[+] security holders sell Not Applicable part of their entitlements through a broker and accept for the balance? 32 How do +security holders Not Applicable dispose of their entitlements (except by sale through a broker)? 33 +Despatch date Anticpated 1 August 2008

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

(a) X Securities described in Item 1 of Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Appendix 3B New issue announcement

+securities 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 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which
+quotation is sought
39 Class of
+securities for which
quotation is sought
40 Do the+securities rank equally in
all respects from the date of
allotment with an existing+class
of quoted+securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate
for
the
next
dividend, (in the case of a
trust, distribution) or interest
payment
• the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution
or
interest
payment
41 Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period
(if issued upon conversion of
another security, clearly identify
that other security)
  • See chapter 19 for defined terms.

Appendix 3B Page 6

24/10/2005

Appendix 3B New issue announcement

  • 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

Number +Class

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 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 those[+] 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 737, 738 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.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, 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.

Sign here: P Collinson Company Secretary

Date: 24 June 2008

Print name:

.........................................................

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

24/10/2005