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PRAIRIE LITHIUM LIMITED Share Issue/Capital Change 2012

Apr 23, 2012

65572_rns_2012-04-23_2f5390f1-b4d9-4b9f-b960-93268704d179.pdf

Share Issue/Capital Change

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ASX RELEASE 24 April 2012

DECREASE IN EMPLOYEE SHARE PLAN SHARES

The Board of ZYL Limited ( ZYL or the Company ) ( ASX: ZYL ) has been advised of a voluntarily reduction in the number of Employee Share Plan ( ESP ) shares ( Shares ) to be issued to Executive Chairman, Mr Bevan Tarratt, by 53% so that the surrendered shares can be used as an incentive to attract additional senior management.

Commenting on his decision Mr Tarratt said; “ZYL is entering a critical phase in its development and the recruitment of additional staff with technical expertise in the operation of a producing coal mine will be imperative. I therefore felt it was in the best interests of ZYL’s future development to redeploy the ESS shares to incentivise future technical management.”

Resolution 3 of the Notice of Meeting for the shareholder meeting to be held on 2 May 2012 seeks approval for the Directors to issue and allot up to 6,000,000 Shares to Mr Bevan Tarratt or his nominee under the ESP. Following approval of Resolution 3, the maximum number of Shares to be issued to him pursuant to the ESP will be 2,820,000 Shares. As a result of the reduction in the number of Shares to be issued to Mr Tarratt, some of the hurdles are no longer applicable and the number of Shares in respect to other hurdles are set out below:

  • (A) 240,000 Plan Shares upon an announcement to ASX of receipt of approval under Section 11 of the MPRDA in relation to the acquisition of the Mbila Project;

  • (B) 240,000 Plan Shares upon an announcement to ASX of the completion of the acquisition of at least a 44% interest in the Mbila Project;

  • (C) 450,000 Plan Shares upon an announcement to ASX of the completion of the bankable feasibility study at the Mbila Project;

  • (D) 600,000 Plan Shares upon an announcement to ASX of the completion of a successful capital raising to fund the construction and commissioning of a mining operation of at least 750kt per annum production via equity capital markets. The raising is to be completed at an issue price of not less than 80% of the VWAP;

  • (E) 330,000 Plan Shares upon the Company successfully obtaining all necessary regulatory approvals to allow for the development and exploration of anthracite from the Mbila Project;

  • (F) 600,000 Plan Shares upon the Company successfully executing all necessary agreements with the Community for commercial mining to occur on their land in respect of the Mbila Project;

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Corporate Office:

Tel: +61 8 9486 4036 Email: [email protected] Fax: +61 8 9486 4799 Web: www.zyllimited.com.au

Level 8, 225 St Georges Terrace, Perth 6000,Western Australia PO Box 7653, Cloisters Square, Perth 6850, Western Australia

  • (G) 360,000 Plan Shares upon the Company announcing to ASX that it has entered into a contract for the construction of a mine capable of at least 750kt per annum production in the Mbila Project area;

ZYL has begun a search for additional management to spearhead the Company’s project development and production. The process to select and appoint such a party(ies) is expected to take several months and the market will be updated accordingly.

Contact: Nicholas Ong, Company Secretary ZYL Limited

T: +61 (0) 8 9486 4036 M: +61 (0) 424 598 561

E: [email protected]

Media - South Africa

James Duncan, Russell and Associates

Media - Australia

Annette Ellis, Purple Communications T: +61 (0) 8 6314 6300 M: +61 (0) 458 200 039

About ZYL Limited

ZYL Limited is listed on the Australian Securities Exchange (ASX) and aims to become one of the world’s leading anthracite coal producers. The mission of ZYL is to develop high-margin metallurgical coal deposits for domestic and export markets. Flagship projects are the Mbila and Kangwane projects in South Africa, located close to rail, port, power and water infrastructure.

Important information

The information in this announcement is an overview and does not contain all information necessary to make an investment decision. To the extent permitted by law, no representation or warranty, express or implied, is made as to the accuracy, adequacy or reliability of any statements, estimates or opinions or other information contained in this announcement, any of which may change without notice. This document is not a prospectus, disclosure document or offering document under Australian law or under any other law. It does not constitute an offer or invitation to apply for securities. It is for information purposes only. This announcement is not an offer of securities for subscription or sale in the United States or any other jurisdiction in which such an offer or solicitation is not authorised or to any other person to whom it is unlawful to make such an offer or solicitation. Some of the information contained in this announcement constitutes forward-looking statements that are subject to various risks and uncertainties, not all of which may be disclosed. These statements discuss future objectives or expectations concerning results of operations or financial condition or provide other forward-looking information.

Prospective investors should make their own independent evaluation of an investment in the securities. The material contained in this document does not take into account the investment objectives, financial situation or particular needs of any particular investor. No recommendation to investors regarding the suitability of the securities has been made and the recipient must make its own assessment and/or seek independent advice on financial, legal, tax and other matters, including the merits and risk involved. This announcement and its contents have been distributed to you, in confidence, solely for your information and may not be retransmitted or otherwise reproduced or disclosed to third parties or made public in any way, in whole or in part, for any purpose without written permission.

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