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PREDICTIVE DISCOVERY LIMITED — Capital/Financing Update 2010
Nov 2, 2010
65537_rns_2010-11-02_65e29ad6-648e-4000-b4d6-3fdde689b503.pdf
Capital/Financing Update
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Supplementary Prospectus
This supplementary prospectus is dated 1 November 2010 and is supplementary to the Predictive Discovery Limited prospectus dated 18 October 2010 and should be read in conjunction with it. Each director has given and has not withdrawn his written consent to the issue of this supplementary prospectus in the form and context in which it is issued.
The prospectus is amended by inserting the following as a new Risk Factor 8 on page 7:
- "8. Interests in certain Burkina Faso tenements
PD's arrangements in relation to its interests in the Sirba, Maydabari, Fouli and Tantiabongou permits (Properties) are set out in section 13.9 of this Prospectus. The arrangements relating to the Properties are such that PD acquires equity in a company, Birrimian Proprietary Limited, whose wholly-owned subsidiary, Birrimian BVI Ltd, owns the Properties. There are risks in relation to these arrangements. Refer to sections 6.1(J) and 13.9 for further details in relation to this risk.
The prospectus is amended by inserting a (1) next to the phrase "PD earning 60%" in Table 1 in Section 3.3 and inserting the following note under Table 1:
- "(1) Refer to sections 6.1(J), 13.4, 13.5 and 13.9 for further details about the earn-in arrangements in relation to the Fouli, Tantiabongou, Sirba and Madyabari tenements."
The prospectus is amended by inserting a (2) next to the word "Aoura" in Table 1 in Section 3.3 and inserting the following note under Table 1:
- "(2) Refer to sections 3.4 and 6.1(G) for further details about the status of this exploration permit and the risks associated with renewal of permits generally."
The prospectus is amended by inserting the following after the heading "Bonsiega Project" in section 3.4:
"Refer to sections 6.1(J), 13.4, 13.5 and 13.9 for further details about the earn-in arrangements in relation to the Fouli, Tantiabongou, Sirba and Madyabari tenements. An application for renewal of the Aoura permit has been lodged."
The prospectus is amended by inserting the following as a new section 6.1(J):
"PD's arrangements in relation to its interests in the Sirba, Maydabari, Fouli and Tantiabongou permits (Properties) are set out in section 13.9 of this Prospectus. The arrangements relating to the Properties are such that PD acquires equity in a company, Birrimian Proprietary Limited, whose wholly-owned subsidiary, Birrimian BVI Ltd, owns the Properties. There are risks in relation to these arrangements. Refer to section 13.9 for further details in relation to these risks."
The prospectus is amended by inserting the following as a new section 13.9:
"13.9 BIRRIMIAN PTY LTD ARRANGEMENTS
The Sirba, Maydabari, Fouli and Tantiabongou permits (Properties) are owned by Birrimian BVI Ltd (Birrimian). This company is a wholly owned subsidiary of a British Virgin Islands registered company known as Birrimian Proprietary Limited (Birrimian PL). ElDore Mining Corporation Limited (EDM) owns and controls Birrimian PL through its wholly owned subsidiary, Knights Landing Limited (KLL). A farm-in agreement between PD and EDM was signed on 8th January 2010 (FIA). Under this agreement, PD can earn a 60% equity in Birrimian PL by spending $2,000,000 on exploration prior to
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30th June 2012 (i.e. in three Burkina Faso field seasons). PD is required to spend a minimum of $600,000 prior to 30 November 2010 before withdrawal.
Prior to the date on which the FIA was entered into, EDM/KLL had entered into an agreement (subsequently varied) to acquire the issued shares in Birrimian PL from the then owners Serge Justin Tegawende Nitiema, Martin Joachim Pawlitschek and Audace Ntungicimpaye (Original BPL Shareholders). Under the arrangements between EDM/KLL and the Original BPL Shareholders, the Original BPL Shareholders agreed to transfer the issued shares in Birrimian PL to KLL in consideration for certain payments and the issue of EDM shares to the Original BPL Shareholders upon the occurrence of certain events. Under the arrangements between EDM/KLL and the Original BPL Shareholders, the Original BPL Shareholders have a right to take back the issued shares in Birrimian PL in the event that Eldore/KLL was to default in making the payments or issuing the EDM shares due to the Original Shareholders. PD has received written confirmation from EDM/KLL that all payments due to the Original BPL Shareholders have now been made, and that EDM/KLL now solely owns and controls Birrimian PL. PD understands EDM may have a future obligation to issue EDM shares to the Original BPL Shareholders upon a feasibility study relating to any of the Properties becoming bankable. PD notes that a bankable feasibility study could only be achieved after the date on which PD acquires 60% of Birrimian PL. If EDM was to fail to meet this obligation when it crystallises, there is a risk the Original BPL Shareholders may try to take back from EDM/KLL the issued shares in Birrimian PL, however in this regard PD notes the following:
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PD is not a party to the arrangements between EDM/KLL and the Original BPL Shareholders. Once PD has acquired 60% of the issued shares in Birrimian PL from KLL, there is no contractual basis on which the Original BPL Shareholders could claim an interest in the shares held by PD. The Original BPL Shareholders have not asserted any such right against PD.
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Furthermore, PD has entered into a direct agreement with the Original BPL Shareholders in January 2010 which provides additional assurance to PD. This agreement provides that if the Original BPL Shareholders were to re-acquire the issued shares in Birrimian PL from EDM/KLL (as a result of a default by EDM/KLL), then the Original BPL Shareholders would recognise PD's rights to acquire equity in Birrimian PL under the FIA and the terms of the FIA would govern the relationship between the Original BPL Shareholders and PD as if the Original BPL Shareholders were a party to the FIA in place of Eldore/KLL. In accordance with these arrangements, if the Original BPL Shareholders were to acquire the shares held by EDM/KLL in Birrimian PL, PD would continue to hold its shares in Birrimian PL, and to be the Manager under the FIA, and would continue to control the Properties, Birrimian and its activities on the Properties.
PD is not aware of any intent on the part of EDM/KLL or the Original BPL Shareholders to challenge or dispute the arrangements described in this prospectus. "
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Paul Roberts - Managing Director
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