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ORBMINCO LIMITED — Capital/Financing Update 2006
Mar 30, 2006
65473_rns_2006-03-30_d42a4190-6fdb-477e-8c32-0b142e3520e4.pdf
Capital/Financing Update
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Registered Office: PO Box 1393 West Perth WA 6872
31 March 2006
PRO RATA OPTION ENTITLEMENT ISSUE
Monaro Mining NL ("the Company") hereby advises that the Board of the Company has resolved to undertake a pro rata entitlement issue that will raise approximately \$462,000 (before associated expenses).
The Company is making a pro rata non-renounceable offer of one (1) Option at an issue price of \$0.10 for every four Ordinary Shares held at 5:00pm (WST) on 1 May 2006 (the "Record Date"). Agreement in principle has been reached for the issue to be underwritten by Douglas Financial Consultants Pty Ltd.
Each Option granted will entitle the Optionholder to subscribe for one (1) Ordinary Share. The Options are exerciseable at an exercise price of \$1.20 each any time on or before 31 July 2007, being the option expiry date.
The total number of Options to be issued is 4,625,000. Further details regarding the terms and conditions of the Options are contained in the attached Appendix 3B. The Options will be offered and issued pursuant to a Prospectus to be lodged with the ASIC.
Funds raised by the issue will be applied to funding exploration on uranium exploration tenements in the Kyrgyz Republic and for working capital. The Directors intend to participate in the issue in respect of their entitlements as shareholders on the same terms as ordinary shareholders.
The Directors are of the view that its uranium projects in the Kyrgyz Republic have outstanding potential but as with all serious projects it will take time to advance them to the point where pre-feasibility studies may be conducted. The Kyrgyz Republic is strategically located in Central Asia where existing third party operations in neighbouring Kazakhstan and Uzbekistan are being expanded to meet the uranium supply shortage, as documented in various research papers being released to the investment community. Although there are no longer uranium mines currently operating in the Kyrgyz Republic, there is a centralised processing facility that processes material from Kazakhstan, and the Government is in favour of the recommencement of uranium mining. The Kyrgyz Republic has similar geology to the neighbouring producers and therefore excellent prospectivity.
The Board considers an investment in the Company to be speculative and as such there are a number of inherent risks. The Board strongly recommends that potential investors in the Company read the forthcoming Prospectus in its entirety in addition to seeking professional advice.
Commenting on the options issue, Monaro Mining Chairman Warwick Grigor said;
"The options issue will reward shareholders for their patience and provide them with additional liquidity and leverage to the continuing endeavours of the Company. They will be of material benefit to shareholders in the absence of the Company's ability to pay dividends at this stage of its development. At all times the directors of Monaro are conscious of the need to maximise returns to shareholders."
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
MONARO MINING NL
ABN
99 073 155 781
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).
$\mathbf{1}$ +Class of +securities issued or to be Options issued
4,625,025
- $\overline{2}$ 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; i *convertible securities, $th$ conversion price and dates for conversion)
| S | Options |
|---|---|
| - One for four entitlement. | |
| - One Option entitles holder to subscribe for | |
| $\begin{array}{c}\n\stackrel{g}{\cancel{f}} \ \stackrel{f}{\cancel{f}} \ \stackrel{g}{\cancel{f}} \ \stackrel{g}{\cancel{f}} \ \stackrel{g}{\cancel{f}} \ \stackrel{g}{\cancel{f}} \ \stackrel{g}{\cancel{f}} \ \stackrel{g}{\cancel{f}} \ \stackrel{g}{\cancel{f}} \ \stackrel{g}{\cancel{f}} \ \stackrel{g}{\cancel{f}} \ \stackrel{g}{\cancel{f}} \ \stackrel{g}{\cancel{f}} \ \stackrel{g}{\cancel{f}} \ \stackrel{g}{\cancel{f}} \ \stackrel{g}{\cancel{f}} \ \stackrel{g}{\cancel{f}} \ \stackrel{g}{\cancel$ | |
| - Exercise price of \$1.20 each on or before 31 | |
| - Expiry date 31 July 2007. | |
+ See chapter 19 for defined terms.
| 4 | 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 extent to which they the 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 |
New class of securities. | |
|---|---|---|---|
| 5. | Issue price or consideration | Purchase price of \$0.10 each | |
| 6. | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
Funds raised by the issue will be used toward funding of exploration on uranium exploration tenements in the Kyrgyz Republic and for working capital. |
|
| 7 | Dates of entering *securities into uncertificated holdings or despatch of certificates |
Estimated date - 31 May 2006 | |
| Number | + Class | ||
| 8 | Number and + class οf all *securities quoted $\,$ on $\,$ ASX (including the securities in clause 2 if applicable) |
18,500,100 4,625,025 |
ORD. 31 July 2007 Options |
+ See chapter 19 for defined terms.
$\overline{9}$ Number and +class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)
| Number | + Class |
|---|---|
| 5,200,000 | Restricted Part-Paid (paid to 0.001 cent, 19.999c unpaid) |
| 3,000,000 | Options Expiry 30/06/07 |
| 3,000,000 | Options Expiry 31/12/08 |
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Not applicable
Part 2 - Bonus issue or pro rata issue
| 11 | holder approval security Is required? |
No |
|---|---|---|
| 12 | Is the issue renounceable or non- renounceable? |
Non-renounceable |
| 13 | Ratio in which the "securities will be offered |
One Option for every four Ordinary Shares held |
| 14 | + Class of + securities to which the offer relates |
Ordinary Shares |
| 15 | + Record determine date to entitlements |
1 May 2006 |
| 16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? |
No |
| 17 | Policy for deciding entitlements in relation to fractions |
Any fractions resulting from the Entitlement will be rounded down to the nearest whole number. |
| 18 | Names of countries in which the entity has "security holders who will be not sent issue new documents |
Canada, Austria, Channel Islands, Germany, Hong Kong, Israel, Monaco, Singapore, Ukrainian SSR. |
| Note: Security holders must be told how their entitlements are to be dealt with. |
||
| Cross reference: rule 7.7. | ||
| 19 | Closing date for receipt оf acceptances or renunciations |
26 May 2006 |
+ See chapter 19 for defined terms.
| 20. | Names of any underwriters | Douglas Financial Consultants Pty Ltd |
|---|---|---|
| 21 | Amount of any underwriting fee or | \$18,500 and 250,000 31 July 2007 Options |
| commission | ||
| 22 | Names of any brokers to the issue | None |
| 23 | Fee or commission payable to the broker to the issue |
Nil |
| 24. | any handling fee Amount of |
None |
| payable to brokers who lodge | ||
| acceptances or renunciations on behalf of *security holders |
||
| 25 | If the issue is contingent on |
N/A |
| *security holders' approval, the date of the meeting |
||
| 26 | Date entitlement and acceptance | 4 May 2006 |
| 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 |
4 May 2006 |
| participate on exercise, the date on | ||
| which notices will be sent to option holders |
||
| 28 | Date rights trading will begin (if | N/A |
| applicable) | ||
| 29 | Date rights trading will end (if | N/A |
| applicable) | ||
| 30 | How do *security holders sell their | N/A |
| entitlements in full through - a broker? |
||
| 31 | How do *security holders sell part of their entitlements through a |
N/A |
| broker and accept for the balance? | ||
How do *security holders dispose $N/A$ 32 of their entitlements (except by sale through a broker)?
33 +Despatch date
| $\begin{bmatrix} N/A \end{bmatrix}$ |
|---|
$N/A$
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)
- Securities described in Part 1 $(a)$
- $(b)$
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
- 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
- If the *securities are *equity securities, a distribution schedule of the additional 36 *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
35
A copy of any trust deed for the additional *securities
+ See chapter 19 for defined terms.
Entities that have ticked box 34(b)
| 38 | Number of securities for which + quotation is sought |
N/A | |
|---|---|---|---|
| 39. | Class of $+$ securities for which quotation is sought |
N/A | |
| 40 | Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities? |
N/A | |
| If the additional securities do not rank equally, please state: the date from which they do ۰ which the. extent to. they ۰ participate for the next dividend, of a the case (in trust. distribution) or interest payment the extent to which they do not ۰ rank equally, other than in relation to the next dividend, distribution or interest payment |
|||
| 41 | Reason for request for quotation | N/A | |
| now | |||
| Example: In the case of restricted securities, end of restriction period |
|||
| (if issued upon conversion оf another security, clearly identify that other security) |
|||
| Number | *Class | ||
| 42 | Number and class of all securities quoted on ASX (including the securities in clause 38) |
N/A | N/A |
+ See chapter 19 for defined terms.
Ouotation agreement
- $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
- $\overline{2}$ 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.
- $\overline{4}$ 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.
lart
Sign here:
Kampe Date: 31 March 2006 (Director)
= == == == == =
Print name: Mart Rampe
+ See chapter 19 for defined terms.