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MACH7 TECHNOLOGIES LIMITED — Capital/Financing Update 2013
May 1, 2013
65285_rns_2013-05-01_fe8fef73-7c01-4596-a95c-9fe90ea80ee8.pdf
Capital/Financing Update
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The Company Announcements Office
ASX Limited Via E Lodgement
2 May 2013
EXECUTION OF SHARE SALE AND PURCHASE AGREEMENT (“SSA”)
TO ACQUIRE KISARA GOLD PTY LTD
Safety Medical Products Limited (“ SFP ” or the “ Company ”) is pleased to announce that it has finalised and executed the Share Sale and Purchase Agreement with the shareholders of Kisara Gold Pty Ltd (“ Kisara ”) to acquire 100% of Kisara.
The key terms of this agreement have previously been announced to the ASX, most recently on March 8 2013.
The transaction provides the company access to various exploration tenements in the State of Bahia, Brazil. The tenements provide for three separate projects, Silvina Farm, Itapicuru Norte and Cristais. The latter two overlay greenstone belts and are considered prospective for gold due to the existence of gareimperos workings. More detail on all of these Projects is contained in earlier ASX announcements.
The transaction remains subject to shareholder approval and re-compliance with Chapters 1 and 2 of the ASX Listing Rules.
The Company has been aware of the need to raise capital to conclude the transaction and has been in discussion with various capital providers whilst awaiting execution of the SSA to ensure investors were fully informed.
A summary of the key commercial terms and a timetable to completion are attached.
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Safety Medical Products Limited Level 24, 44 St Georges Terrace, Perth Australia, 6000
ACN 007 817 192
Phone: (08) 6211 5099 Fax: (08) 9218 8875
1. KEY ACQUISITION TERMS
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| Milestone | Performance Shares | Ordinary Shares |
|---|---|---|
| Vendor Equity | 120,000,000 | |
| Milestone 1- A JORC compliant Inferred MineralResource of 1 million oz at 1.8g/t Au Eq | 90,000,000 | |
| Milestone 2- A JORC compliant Inferred MineralResource of 1.5 million oz at 1.7g/t Au Eq | 90,000,000 | |
| Milestone 3- A JORC compliant Inferred MineralResource of 2 million oz at 1.7g/t Au Eq | 60,000,000 | |
| Total | 240,000,000 | 120,000,000 |
NB – The Performance Shares noted above entitle the holder to acquire one share for every performance right held and will be subject to approval by the ASX.
Immediately following the shareholder approval the Company will be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules and will be placed in trading suspension whilst it recomplies.
If shareholder approval is given at the general meeting, the Company will undergo a capital consolidation to assist re-compliance with Chapters 1 & 2 of the ASX Listing Rules at a ratio to be determined prior to the release of the Notice of Meeting. The Consideration Shares and shares to be issued under the capital raising will also be adjusted by the same ratio.
2. PROPOSED TIMETABLE FOR RECOMPLIANCE (indicative, subject to change)
| Execution of Share Sale Agreement | 1 May 2013 |
|---|---|
| Finalisation of Interim Capital Raising | 24 May 2013 |
| Dispatch of Notice of Meeting | 24 May 2013 |
| Meeting of Shareholders to Approve Acquisition | 19 June 2013 |
| Suspension of Company’s Shares from trading on ASX | 19 June 2013 |
| Lodgement of Prospectus with ASIC | 20 June 2013 |
| Closure of Prospectus | 31 July 2013 |
| Satisfaction of all Requirements of Chapters 1 & 2 | 9 August 2013 |
| Reinstatement to Trading | 15 August 2013 |
To re-comply with Chapters 1 and 2 of ASX Listing Rules Safety Medical will prepare and issue a prospectus. Funds raised will be used to conduct exploration on the properties to be acquired, and to cover the ongoing administration costs of the Company.
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3. INDICATIVE CAPITAL STRUCTURE (Pre-Reconstruction)
| Number of Shares | |
|---|---|
| Current Issued Capital | 396,455,466 |
| Interim Capital Raising (15% shareholder issue) | 59,400,000 |
| Ordinary Shares to be issued to Kisara Shareholders | 120,000,000 |
| Shares to be issued in capital raising, completed as part ofthe re-compliance with Chapters 1 & 2 of the ASX ListingRules (Assumes capital raising at $0.01 – though shares tobe issued at $0.20 after reconstruction) | |
| 300,000,000 | |
| Total Shares on Issue following Completion and re-compliance | |
| 875,855,466 | |
| Potential shares to be issued under the Share SaleAgreement (subject to satisfaction of Milestones) | |
| 240,000,000 | |
| Total Issued Shares assuming Milestones satisfied | 1,115,855,466 |
The Company is most likely to reconstruct its capital to comply with Chapters 1 and 2 of the ASX Listing Rules which require a capital raising at $0.20 per share. The above Table is based on a share price of $0.01 immediately prior to the issuance of the requisite Notice of Meeting and consequently a reconstruction ratio of one share for every 20 held. However if the share price is at a higher price prior to the issuance of the Notice of Meeting then the reconstruction ratio will be reduced accordingly.
An interim capital raising of 15% of the existing issued capital is considered above. Final details as to quantity of shares and price have not yet been determined and will be released when the interim raising is concluded.
The capital raising considered in the above Table for re-compliance purposes is $3M. The capital raising number may be adjusted through the prospectus dependent upon the final position of the Company’s tangible assets before the capital raising commence and its expenditure obligations within Brazil.