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RENT.COM.AU LIMITED — Capital/Financing Update 2012
Mar 18, 2012
65722_rns_2012-03-18_07be8fbd-a09d-43a6-beae-73834f9d1046.pdf
Capital/Financing Update
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ABN 25 062 063 692
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Board
Manager of Company Announcements ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000
Mr Ian Macliver Non-executive Chairman
Ms Cherie Leeden Non-executive Director
19 March 2012
SELECT SIGNS SHARE SALE AGREEMENT TO ACQUIRE TANZANIAN COAL AND URANIUM PROSPECTING LICENSES
Select Vaccines Limited (ASX: SLT) ( Select or Company ) is pleased to advise that it has executed a formal share sale agreement ( Agreement ) with Mauritian based explorer Indigo Metals Limited ( Indigo ) to acquire 100% of the issued capital of two wholly owned Mauritian entities and their subsidiaries, which own exploration licences (granted and under application) covering four highly prospective and potentially large scale coal and uranium projects in the United Republic of Tanzania, East Africa.
Under the Agreement, Select through the acquisition of the subsidiaries will acquire a 100% ownership in 40 exploration licenses in Tanzania. This has increased from the initial 32 licenses as detailed in the Heads of Agreement as announced on 19 December 2011. There is no additional consideration for the extra 8 licenses.
On completion of the transaction the Company will acquire a 100% interest in the following four Tanzanian Projects:
| Tanzanian Projects | No of EL’sgranted or offeredat date ofannouncement | No of EL’s underapplication at dateof announcement |
|---|---|---|
| Mhukuru Coal Project | 1 | - |
| Rukwa Basin Coal Project | 3 | 10 |
| Ruhuhu Coal Project | 5 | 2 |
| Selous Coal Project | 14 | 5 |
| Total | 23 | 17 |
Mr Gary Seabrooke Non-executive Director
Mr Mark Titchener Non-executive Director
Company Secretary Mr Phil Warren
Corporate Information Shares on issue 1,132,109,065 Options on issue 417,503,015
Registered Office 945 Wellington Street West Perth WA 6005
T: +61 8 9322 7600 F: +61 8 9322 7602
Postal Address PO Box 1263 West Perth WA 6872
Share Registry Security Transfer Registrars 770 Canning Highway Applecross, WA, 6153
ASX Code SLT
Website www.selectvaccines.com.au
It is expected that the majority of the remaining 17 licenses will be granted by the time of the Shareholders meeting.
In consideration for the acquisition the Company will pay the following consideration:
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a) $20,000 upon execution of the Agreement;
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b) $580,000 cash payable at completion (the vendor may elect to receive all or part of the cash consideration as ordinary fully paid shares at a pre consolidation price of $0.004 per share) ;
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c) 1,475,000,000 fully paid ordinary shares (on a pre consolidated basis) issued at completion;
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d) 2,500,000,000 Performance shares to be issued on the basis that they convert to 250 million ordinary shares (on a pre consolidated basis) per 100 million tonnes of a JORC Inferred coal Resource defined on the Projects, within 5 years of the date of the
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Agreement up to a capped limit of 1 billion tonnes of coal. The conversion of the performance shares is pro rated as further JORC inferred resources are confirmed up to the cap limit.
- e) 2,500,000,000 Performance shares to be issued on the basis that they convert to 250 million ordinary shares (on a pre consolidated basis) per 5 million pounds of a JORC Inferred uranium Resource defined on the Projects, within 5 years of the date of the Agreement up to a capped limit of 50 million pounds of uranium. The conversion of the performance shares is pro rated as further JORC inferred resources are confirmed up to the cap limit.
The Agreement contains standard commercial representations and warranties.
Completion of the transaction is subject to Select shareholder approval (as required by listing rules 10.1 and 11.1.3), re-compliance with the listing rules and ASX approval of the terms and conditions of the Performance Share.
Further details in respect to the shareholder approvals required for the acquisition to proceed are outlined in the Company’s announcement dated 19 December 2011.
The Company is currently preparing a Notice of Meeting in respect to the acquisition and shareholder approvals. Given the proposed acquisition is a related party transaction with the Directors of the Company holding a 76% collective interest in Indigo, the Company has engaged an independent expert to prepare a report on the fairness and reasonableness of the proposed acquisition which will be included in the Notice of Meeting to be sent to shareholders.
As detailed in the announcement dated 19 December 2011, the company is finalising its budgets and may as part of this process undertake a small capital raising of up to $500,000 prior to completing the acquisition.
An updated indicative timetable is detailed below.
| Event | Date |
|---|---|
| Dispatch Shareholder MeetingDocumentation (including Expert’s report) | 13 April 2012 |
| Shareholder Meeting | 15 May 2012 |
| Re-comply with Listing Rules 1 and 2 | 6 June 2012 |
The board is also in active discussions to appoint a suitably qualified and experienced Managing Director should the transaction receive shareholder approval.
For and on behalf of the Board
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Ian Macliver Chairman
For all media enquiries please contact:
David Tasker Professional Public Relations T: +61 8 9388 0944/ +61 433 112 936 E: [email protected]
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