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MURRAY COD AUSTRALIA LIMITED Capital/Financing Update 2011

Mar 28, 2011

65302_rns_2011-03-28_6a74ccd3-1c6a-491c-b590-75fc3fa50a4c.pdf

Capital/Financing Update

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Timpetra Resources Limited ( Company ) Founder Option Terms

  • (a) Each option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) upon exercise of the option and payment of the Exercise Price (defined below).

  • (b) Each option is exercisable at A$0.20 ( Exercise Price ), payable in full on exercise of the option.

  • (c) The options expire at 5.00 pm Australian Eastern Standard Time on 31 December 2013 ( Expiry Date ).

  • (d) The Company must give the holder of each option a certificate or holding statement stating:

  • (i) the number of options issued to each holder;

  • (ii) the Exercise Price of the options; and

  • (iii) the date of issue of the options.

  • (e) Holders may exercise options at any time up to the Expiry Date. Any option not exercised, automatically expires on the Expiry Date.

  • (f) Options may only be exercised by the delivery to the registered office of the Company or the share registry of a notice in writing stating the intention of the holder to:

  • (i) exercise all or a specified number of options; and

  • (ii) pay the Exercise Price in full for the exercise of each such option.

  • (g) The exercise notice must be accompanied by the certificate or holding statement for the options being exercised and a cheque in cleared funds made payable to the Company for the Exercise Price for the options being exercised.

  • (h) The options will be deemed to have been exercised on the date the exercise notice is received by the Company or the share registry.

  • (i) The Company will allot the Shares to which a holder is entitled following exercise of options and deliver a holding statement with respect to such Shares within the timeframe required by the ASX Listing Rules.

  • (j) The exercise of only some options will not affect the rights of the holder to the balance of the options held by them.

  • (k) If the holder of the options exercises less than the total number of options registered in the holder’s name:

  • (i) the holder of the options must surrender its option certificate, if one has been issued by the Company; and

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  • (ii) the Company must cancel the certificate and issue the holder of the options a new certificate or holding statement stating the remaining number of options held by the holder and stating the information set out in item (d) above.

  • (l) Options will not confer an entitlement to receive dividends declared and paid by the Company, nor an entitlement to vote at general meetings of the Company unless the holder of the options has exercised its options before the record date for determining these entitlements and participates as a result of holding Shares.

  • (m) All Shares issued on exercise of a option will:

  • (i) rank equally in all respects (including, without limitation, rights relating to dividends) with other issued Shares;

  • (ii) be issued credited as fully paid;

  • (iii) be duly authorised and issued by all necessary corporate action; and

  • (iv) be allotted and issued free from all liens, charges and encumbrances whether known about or not including statutory and other pre-emption rights and any transfer restrictions.

  • (n) The Company will apply to ASX Limited for official quotation of the Shares issued upon exercise of options within the time period required by the ASX Listing Rules.

  • (o) The options may only be transferred to:

  • (i) a relative of Anthony Grey, Dion Cohen or Stephen Turner ( Founder );

  • (ii) a company or other entity controlled by a Founder; or

  • (iii) a superannuation or pension fund of which a Founder is a beneficiary.

  • (p) A holder of options does not have the right to participate in bonus issues or new issues of securities offered to shareholders until Shares are allotted to the holder pursuant to the exercise of the relevant options.

  • (q) In the event of a reorganisation (including, without limitation, consolidation, subdivision, reduction or return) of the capital of the Company, the rights of the holders of options (including, without limitation, the number of options to which the option holder is entitled to and the exercise price) will be changed (as appropriate) in accordance with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

  • (r) If the Company makes a pro rata issue (other than a bonus issue) to existing Shareholders and no Share has been issued in respect of the options before the record date for determining entitlements to the issue, the Exercise Price of each option will be reduced in the manner permitted by the ASX Listing Rules applying at the time of the pro rata issue.

  • (s) If the Company makes a bonus issue to existing shareholders and no Share has been issued in respect of a option before the record date for determining entitlements to the issue, then the number of Shares over which that option is exercisable will be increased in the manner permitted by the ASX Listing Rules applying at the time of the bonus issue.

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  • (t) The Company is entitled to treat the registered holder of a option as the absolute holder of that option and is not bound to recognise any equitable or other claim to, or interest in, that option on the part of any person other than the registered holder, except as ordered by a court of competent jurisdiction or as required by statute.

  • (u) If the Company is obliged to make a payment in respect of withholding tax in relation to the options, the Company must:

  • (i) promptly pay any amount deducted to the appropriate governmental taxation authority;

  • (ii) if requested by the option holder, within 30 days after that request, give to that option holder a copy of the relevant documentation evidencing the payment; and

  • (iii) issue the option holder the net number of options after making the payment.

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