AI assistant
ROX RESOURCES LIMITED Capital/Financing Update 2004
65741_rns_2004-04-21_5546ee6e-5695-4947-b56c-473587c73214.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
Rules 1.1 Cond 3, 1.7
Appendix 1A
ASX Listing application and agreement
This form is for use by an entity seeking admission to the $^+$ official list as an ASX Listing (for Ressification as an ASX Debt Listing use Appendix 1B, and for classification as an ASX Foreign Exempt Listing Listing The form is in 3 parts:
- Application for admission to the $^{+}$ official list; $I.$
- Information to be completed; and $\mathfrak{D}$
- Agreement to be completed.
Information and documents (including this appendix) given to ASX in support of an application become ASX's property and may be made public. This may be prior to admission of the entity and +quotation of its +securities. Publication does not mean that the entity will be admitted or that its +securities will be quoted.
Introduced 1/7/96. Origin: Appendix 1. Amended 1/7/97, 1/7/98, 1/9/99, 13/3/2000, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003
Part 1 - Application for admission to the official list
| ABN | ||
|---|---|---|
| Name of entity | $\frac{1}{53}$ 107 202 602 | |
| ' Rox Resources Limited | ||
We (the entity) apply for admission to the +official list of Australian Stock Exchange Limited (ASX) and for 'quotation of 'securities.
Part 2 - Information to be completed
About the entity
You must complete the relevant sections (attach sheets if there is not enough space).
All entities
$\mathbf{1}$ Deleted 30/9/2001
- +Main class of +securities $\overline{2}$
- Additional +classes $\mathfrak{Z}$ *securities (except *CDIs)
| Number | + Class | |||
|---|---|---|---|---|
| 35,000,000 | Ordinary fully paid | |||
| of | Number quoted |
to | be | + Class |
<sup>+ See chapter 19 for defined terms.
Appendix 1A
ASX Listing application and agreement
$\label{eq:2} \begin{array}{l} \mathcal{A}=\mathcal{Z}^{\dagger}=\mathcal{A}^{\dagger} \ \mathcal{A}^{\dagger} \ \mathcal{A}^{\dagger} \end{array}$
$\label{eq:2} \frac{1}{\sqrt{2}}\int_{\mathbb{R}^{2}}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{2}dx$
$\big($
| Number not to be quoted |
+ Class | ||
|---|---|---|---|
| 5,250,000 | Director options exercisable at \$0.20, expire 31 January 2009 |
||
| 4 | number, postal Telephone address for all correspondence, general fax number, fax number for company announcements office to confirm release of information to the market, and address for contact purposes |
Ground Floor 1 Havelock Street West Perth WA 6005 email: [email protected] |
Fax (for all purposes): (08) 9486 4933 Phone (for all purposes): (08) 9481 6888 |
| 5 | Address of principal security registries for each class of security (including CDIs) |
Level 2, Reserve Bank Building 45 St Georges Terrace Perth WA 6000 |
C/- Computershare Investor Services Limited |
| 6 | Annual balance date | 30 June | |
| Companies only (Other entities go to 19) |
|||
| $\overline{7}$ | of chief title Name and officer/managing executive director |
Mr Ian Mulholland - Managing Director | |
| 8 | Name and title of chairperson of directors |
Dr Alistair Cowden | |
| 9 | Names of all directors | Dr Alistair Cowden - Chairman | Mr Ian Mulholland - Managing Director Mr Michael Blakiston - Non Executive Director |
+ See chapter 19 for defined terms.
| 10 | Duration of appointment of | |
|---|---|---|
| directors (if not subject to retirement by rotation) and details of any entitlement to participate in profits |
All directors subject to rotation at least every three years, except the Managing Director who is not subject to rotation. Mr Ian Mulholland, the company's Managing Director has been appointed for a 3 year term commencing from the date of listing on ASX. |
|
| No entitlement to participate in profits. | ||
| 11 | Name and title of company secretary |
Mr Brett Dickson - Company Secretary |
| 12 | Place of incorporation | Perth, Western Australia |
| 13 | Date of incorporation | 27 November 2003 |
| 14 | Legislation under which incorporated |
Western Australia and Corporations Act 2001 |
| 15 | Address of registered office in Australia |
Ground Floor 1 Havelock Street West Perth WA 6005 |
| 16 | Month $\mathbf{in}$ which annual meeting is usually held |
November |
| 17 | Months in which dividends are usually paid (or are intended to be paid) |
Not applicable. The Company has not paid and is not in a position to pay dividends. |
| 18 | If the entity is a foreign company which has a certificated subregister for quoted +securities, the location of Australian +security registers |
Not applicable |
$\overline{\mathbf{C}}$
+ See chapter 19 for defined terms.
Appendix 1A
ASX Listing application and agreement
$\label{eq:2} \frac{1}{\sqrt{2}}\int_{0}^{\sqrt{2}}\frac{dx}{\sqrt{2\pi}}\,dx$
$\frac{1}{2} \sum_{i=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n$
$\overline{\mathbf{C}}$
| 18A | ||
|---|---|---|
| If the entity is a foreign the company, and name address of the entity's |
Not applicable | |
| Australian agent for service of process |
||
| (Companies now go to 31) | ||
| All entities except companies | ||
| 19 | Name and title of chief executive officer/managing director of the responsible entity |
$\tilde{\phantom{a}}$ |
| 20 | Name and title of chairperson of directors of responsible entity |
|
| 21 | Names of all directors of the responsible entity |
|
| 22 | Duration of appointment of directors of responsible entity (if not subject to retirement by rotation) and details of any entitlement to participate in profits |
|
| 23 | Name and title of company secretary of responsible entity |
$\blacksquare$ |
+ See chapter 19 for defined terms.
| 23A | Trusts only - if the trust is a registered managed investment scheme, the names of the members of the compliance committee (if any) |
|
|---|---|---|
| 24 | Place of registration of the entity |
|
| 25 | Date of registration of the entity |
|
| 26 | Legislation under which the entity is registered |
|
| 27 | Address of administration office in Australia of the entity |
|
| 28 | If an annual meeting is held, month in which it is usually held |
$\blacksquare$ |
| 29 | Months in which distributions are usually paid $($ or are intended to be paid) |
$\blacksquare$ |
| 30 | If the entity is a foreign entity $\vert$ certificated which has $\mathbf{a}$ subregister for quoted *securities, the location of Australian +security registers |
$\overline{\phantom{a}}$ |
| 30A | If the entity is a foreign trust, the name and address of the entity's Australian agent for service of process |
$\overline{\mathbf{C}}$
$\overline{\mathbf{C}}$
$\hat{\psi}$ $\frac{1}{\sqrt{2}}$
$+$ See chapter 19 for defined terms.
About the entity
All entities
$31$
37
40
Tick to indicate you are providing the information or documents
Where is the information or document to be found? (eg, prospectus cross reference)
| $\sqrt{1}$ Evidence of compliance with 20 cent minimum Prospectus, page 13 "Details of issue price or sale price, and spread requirements |
the Offer" | |
|---|---|---|
| -- | ------------------------------------------------------------------------------------------------------------------------------------------------ | ------------ |
32 Prospectus, Product Disclosure Statement or $\sqrt{2}$ Paper copy attached as information memorandum relevant to the "Attachment A" - 250 printed application (250 copies) copies to be provided
33 Cheque for fees
| $\sqrt{\phantom{a}}$ Type of subregisters the entity will operate | Chess and uncertificated | |
|---|---|---|
| Example: CHESS and certificated subregisters |
| 35 | $\boxed{\sqrt{\ }}$ Copies of any contracts referred to in the prospectus, Product Disclosure Statement or | ||||
|---|---|---|---|---|---|
| information memorandum (including any | |||||
| underwriting agreement) |
A certified copy of any restriction agreement 36 entered into in relation to +restricted securities
To be advised - refer Attachment B for further information in regard to restricted securities
Prospectus Section 9.3 provides
agreements
Full
Attached
summary.
attached.
If there are +restricted securities, undertaking $\sqrt{ }$ issued by any bank or +recognised trustee
(Companies only) - certificate of incorporation or 38 other evidence of status (including any change of name)
(All entities except companies) - certificate of 39 $\sim$ registration or other evidence of status (including change of name)
Copy of the entity's constitution (eg, if a $\sqrt{}$ company, the memorandum and articles of association)
Refer "Attachment C"
To be advised
Refer "Attachment D"
$+$ See chapter 19 for defined terms.
Where is the information or document to be found? (eg, prospectus cross reference)
| 41 | the constitution checklist that Completed complies with the listing rules (copy of articles checklist is available from any Companies Department) |
Refer page 43 of "Attachment D" the Constitution Clause 30 |
|
|---|---|---|---|
| 42 | $\sqrt{}$ | A brief history of the entity or, if applicable, the group |
Prospectus, page 101, Section 9.1 |
| 42A | Copy of agreement with ASX that documents be given to ASX and authenticated may electronically |
Refer "Attachment E" | |
| About the securities to be quoted | |||
| All entities | |||
| 43 | Confirmation that the + securities to be quoted are eligible to be quoted under the listing rules |
Confirmed | |
| 44 | Voting rights of + securities to be quoted | Prospectus, page 103, Section 9.5 |
|
| 45 | A specimen certificate/holding statement for each + class of + securities to be quoted and a specimen holding statement for + CDIs |
Refer "Attachment F" | |
| 46 | Terms of the + securities to be quoted | Prospectus, page 13, Section 6 | |
| 47 | A statement setting out the names of the 20 largest holders in each + class of + securities to be quoted, and the number and percentage of each class of securities held by those holders |
To be advised | |
| 48 | A distribution schedule of each + class of + equity securities to be quoted, 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 |
To be advised |
$\label{eq:2} \frac{1}{2} \left( \frac{1}{2} \right)^2 \left( \frac{1}{2} \right)^2$
$\overline{\mathbf{C}}$
$\overline{\mathcal{L}}$
$+$ See chapter 19 for defined terms.
Where is the information or document to be found? (eg, prospectus cross reference)
| 49 | The number of holders of a parcel of + securities with a value of more than \$2,000, based on the issue/sale price |
To be advised |
|---|---|---|
| 50 | Terms of any $\dagger$ debt securities and $\dagger$ convertible $\Big[$ debt securities |
Not applicable |
| 51 | Trust deed for any $\dagger$ debt securities and $\dagger$ convertible debt securities | Not applicable |
| 52 | Trusts only - if the trust is not a registered managed investment scheme, ASIC exemption re |
Not applicable |
All entities with classified assets
buy-back provisions
(Other entities go to 62)
$\blacklozenge$
All +mining exploration entities and, if ASX asks, any other entity that has acquired, or entered into an agreement to acquire a $\tau$ classified asset, must give ASX the following information.
| 53 | The name of the vendor and details of any relationship of the vendor with us |
The Vendor is Deep Yellow Limited |
|
|---|---|---|---|
| Dr. Alistair Cowden is a director of both Rox Resources Limited and the Vendor. Mr Dickson, the Company Secretary of Rox Resources Limited is a Director of the Vendor. |
|||
| -54 | $\sqrt{ }$ | If the vendor was not the beneficial owner of the + classified asset at the date of the acquisition or agreement, the name of the beneficial owner(s) and details of the relationship of the beneficial $owner(s)$ to us |
Not applicable |
| 55 | The date that the vendor acquired the + classified asset |
The exploration and mining tenements were acquired by the Vendor through a number of transactions over the last 10-15 years |
$+$ See chapter 19 for defined terms.
| Where is the information or document (eg, prospectus cross to be found? reference) |
||
|---|---|---|
| 56 | The method by which the vendor +acquired the *classified asset, including whether by agreement, exercise of option or otherwise |
Over a number of years by a number of methods: |
| By agreement to purchase 1 |
||
| By farm in agreement $\overline{2}$ |
||
| By "pegging" itself 3 |
||
| 57 | The consideration passing directly or indirectly √ from the vendor (when the vendor +acquired the asset), and whether the consideration has been provided in full |
As the Vendor acquired the assets over many years the full consideration is difficult to quantify. It consisted of cash payments, the assumption of third party liabilities and a requirement to contribute to exploration expenditure |
| 58 | Full details of the + classified asset, including any $\sqrt{ }$ title particulars |
Refer Independent Report on Geology and Exploration (Prospectus Section 5) and Solicitor's Report on Tenements (Prospectus Section 6) |
| 59 | The work done by or on behalf of the vendor in $\sqrt{ }$ developing the + classified asset. In the case of a + mining tenement, this includes prospecting in relation to the tenement. If money has been spent by the vendor, state the amount (verification of which may be required by ASX). |
Refer Prospectus Section 5 (page 34). Since 1997 the Vendor and its joint venture partners have spent over \$3.5 million exploring the tenements and over \$40 million on operations. |
| 60 | The date that the entity + acquired the + classified V. asset from the vendor, the consideration passing directly or indirectly to the vendor, and whether that consideration has been provided in full |
Refer Section 9.3(a) of the Prospectus (page 101) |
$\bar{\star}$ $\ddot{\phantom{0}}$
$\blacksquare$
$\blacklozenge$
$\hat{\mathcal{A}}$ $\ddot{\phantom{a}}$
$+$ See chapter 19 for defined terms.
| Where is the information or document to be found? (eg, prospectus cross reference) |
||
|---|---|---|
| 61 | A breakdown of the consideration, showing how it was calculated, and whether any experts' reports were commissioned or considered (and if so, with copies attached). |
Consideration is \$500,000 cash and \$500,000 paid by way of issue of 2,500,000 shares. Consideration was reached after arms length negotiation. |
| An independent expert's report was not considered by the company, however Vendor commissioned a report - this is attached as Appendix G |
About the entity's capital structure
All entities
$\blacksquare$
| 62 | Deleted 1/9/99. | |
|---|---|---|
| 63 | A copy of the register of members, if ASX asks | To be provided, if requested |
| 64 | A copy of any court orders in relation to a reorganisation of the entity's capital in the last five years |
Not applicable |
| 65 | The terms of any + employee incentive scheme | 9.4, refer Prospectus, Section Full page 102 for summary. plan attached as Appendix H |
| 66 | The terms of any + dividend or distribution plan | Not applicable |
| 67 | The terms of any + securities that will not be quoted |
Options, refer Prospectus, Section 9.11, page 105 |
| 68 | Deleted 1/7/98. | |
| 69 | The entity's issued capital (interests), showing separately each + class of + security (except + CDIs), the amount paid up on each + class, the issue price, the dividend (in the case of a trust, distribution) and voting rights attaching to each *class and the conversion terms (if applicable) |
Prospectus, page 10 |
<sup>+ See chapter 19 for defined terms.
Where is the information or document to be found? (eg, prospectus cross reference)
| 70 | The number of the entity's debentures, except to bankers, showing the amount outstanding, nominal value and issue price, rate of interest, dates of payment of interest, date and terms of redemption of each + class and conversion terms (if applicable) Note: This applies whether the securities are quoted or not. |
Not applicable | ||||
|---|---|---|---|---|---|---|
| 71 | The number of the entity's unsecured notes, showing the amount outstanding, nominal value and issue price, rate of interest, dates of payment of interest, date and terms of redemption of each *class and conversion terms (if applicable) Note: This applies whether the securities are quoted or not. |
Not applicable | ||||
| 72 | The number of the entity's options to + acquire number showing the unissued + securities, outstanding Note: This applies whether the securities are quoted or not. |
5,250,000 Prospectus, page 16 |
||||
| 73 | Details of any rights granted to any *person, or to any class of +persons, to participate in an issue of the entity's + securities Note: This applies whether the securities are quoted or not. |
Director's have resolved to issue 1,200,000 options exercisable at \$0.20 and with a term of three years to consultants to the Company after it lists on ASX |
||||
| 74 | If the entity has any + child entities, a list of all + child entities stating in each case the name, the nature of its business and the entity's percentage holding in it. Similar details should be provided for every entity in which the entity holds (directly or indirectly) 20% or more of the issued capital (interests). |
Not applicable. The Company has no child entities. |
||||
| not applicable About the entity's financial position (Entities meeting the profit test go to 75. For the assets test go to 81A.) |
||||||
| All entities meeting the profit test | ||||||
| 75 | Evidence that the entity has been in the same main business activity for the last 3 full financial years |
|||||
| 76 | Evidence that the entity is a going concern (or successor) and its aggregated profit for the last 3 |
$\hat{\mathcal{L}}$ $\frac{1}{2}$
$\overline{\mathbf{C}}$
+ See chapter 19 for defined terms.
Appendix 1A
ASX Listing application and agreement
$\label{eq:2} \frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{j=1}^n\frac{1}{j!}\sum_{j=1}^n\frac{1}{j!}\sum_{j=1}^n\frac{1}{j!}\sum_{j=1}^n\frac{1}{j!}\sum_{j=1}^n\frac{1}{j!}\sum_{j=1}^n\frac{1}{j!}\sum_{j=1}^n\frac{1}{j!}\sum_{j=1}^n\frac{1}{j!}\sum_{j=1}^n\frac{1}{j!}\sum_{j=1}^n\frac{1}{j!}\sum_{j=1}^n\frac{1}{j!}\sum_{j=1}^$
$\ddot{\phantom{0}}$
$\overline{\mathbf{C}}$
$\overline{\mathbf{C}}$
| full financial years | |||
|---|---|---|---|
| Where is the information or document to be found? (eg, prospectus cross reference) |
|||
| 76A | Evidence that the entity's + profit from continuing operations in the past 12 months exceeded \$400,000 |
||
| 77 | Audited + accounts for the last 3 full financial years and audit reports |
||
| $78 - 79$ | Deleted 1/7/97 | ||
| 80 | Half yearly + accounts (if required) and audit report or review |
||
| 80A | Pro forma balance sheet and review | ||
| 80 B | Statement from all directors or all directors of the responsible entity confirming that the entity is continuing to earn 'profit from continuing operations |
||
| All entities meeting the assets test (only complete one of 81A, 81B or 81C and one of 82 or 83) |
|||
| Introduced 1/7/96. Amended 1/7/99. | |||
| 81 | Deleted 1/7/97 | ||
| 81A | $\sqrt{}$ $\vert$ | For entities other than + investment entities, evidence of net tangible assets of at least \$2 million or market capitalisation of at least \$10 million |
Refer Prospectus, page 93 pro forma Statement of Financial Position |
| 81B | For + investment entities other than + pooled development funds, evidence of net tangible assets of at least \$15 million |
||
| 81C | Evidence that the entity is $\mathbf{a}$ +pooled development fund with net tangible assets of at least \$2 million |
||
$\overline{a}$
$+$ See chapter 19 for defined terms.
Where is the information or document to be found? (eg, prospectus cross reference) Evidence that at least half of the entity's total $\vert$ $\overline{a}$ tangible assets (after raising any funds) is not cash or in a form readily convertible to cash (if there are no-commitments) Evidence that there are commitments to spend at Prospectus, page 93, pro forma least half of the entity's cash and assets in a Statement of Financial Position form readily convertible to cash (if half or more shows cash of \$4.0 million. of the entity's total tangible assets (after raising Prospectus, section 2 page 10 any funds) is cash or in a form readily shows commitments to spend at convertible to cash) least half this cash Statement that there is enough working capital Prospectus, page 10 (Section to carry out the entity's stated objectives (and 2.1 last paragraph) statement by independent expert, if required) Deleted 1/9/99. Deleted 1/7/97. *Accounts for the last 3 full financial years and Not applicable audit report, review or statement that not audited or not reviewed Half yearly +accounts (if required) and audit Not applicable report, review or statement that not audited or not reviewed Audited balance sheet (if required) and audit Refer Prospectus, page 93
87C
82
83
84
85
86
87
87A
87B
$\sqrt{ }$
$\sqrt{ }$
Refer Prospectus, page 93
(Now go to 106)
88 Deleted 1/7/97. 89-92C Deleted 1/9/99. 93 Deleted 1/7/97. 94-98C Deleted 1/9/99. 99 Deleted 1/7/97. 100-105C Deleted 1/9/99.
report
Pro forma balance sheet and review
<sup>+ See chapter 19 for defined terms.
About the entity's business plan and level of operations
All entities
$\frac{1}{2}$
$\zeta$
$\blacksquare$
$\blacklozenge$
$\hat{\mathcal{A}}$
| All entities information the contained in Information |
Where is the information or document to be found? (eg, prospectus cross |
|---|---|
| memorandum | reference) |
| Details of the entity's existing and proposed activities, 106 $\sqrt{ }$ and level of operations. State the main business |
Prospectus, Section 5, pages 8 to 16 |
| Details of any issues of the entity's + securities (in all 107 $\sqrt{ }$ Indicate issues for + classes) in the last 5 years. consideration other than cash |
Prospectus, Independent Accountant's Report, Note 6, page 97 |
| Information memorandum requirements | |
| All entities | |
| If the entity is a company, a statement that all 108 the information that would be required under section 710 of the Corporations Act if the information memorandum were a prospectus offering for subscription the same number of securities for which quotation will be sought is contained in the information memorandum. If the entity is a trust, a statement that all the information that would be required under section 1013C of the Corporations Act if the information memorandum were a Product Disclosure Statement offering for subscription the same number of + securities for which + quotation will be sought is contained in the information memorandum |
|
| The signature of every director, and proposed 109 director, of the entity personally or by a +person authorised in writing by the director (in the case of a trust, director of the responsible entity) |
|
| The date the information memorandum is signed 110 |
|
| Full particulars of the nature and extent of any 111(a) interest now, or in the past 2 years, of every director or proposed director of the entity (in the case of a trust, the responsible entity), in the promotion of the entity, or in the property acquired or proposed to be acquired by it |
|
| If the interest was, or is, as a member or partner 111(b) in another entity, the nature and extent of the interest of that other entity |
<sup>+ See chapter 19 for defined terms.
Where is the information or document (eg, prospectus cross to be found? Information contained in the information memorandum reference) If the interest was or is as a member or partner $111(c)$ in another entity, a statement of all amounts paid or agreed to be paid to him or her or the entity in cash, 'securities or otherwise by any 'person to induce him or her to become or to qualify him or her as, a director, or for services rendered by him or her or by the entity in connection with the promotion or formation of the listed entity Full particulars of the nature and extent of any $112(a)$ interest of every expert in the promotion of the entity, or in the property acquired or proposed to be acquired by it If the interest was or is as a member or partner $112(b)$ in another entity, the nature and extent of the interest of that other entity If the interest was or is as a member or partner in $112(c)$ another entity, a statement of all amounts paid or agreed to be paid to him or her or the entity in cash, +securities or otherwise by any +person for services rendered by him or her or by the entity in connection with the promotion or formation of the listed entity A statement that ASX does not take any 113 responsibility for the contents of the information memorandum A statement that the fact that ASX may admit the 114 entity to its +official list is not to be taken in any way as an indication of the merits of the entity If the information memorandum includes a 115 statement claiming to be made by an expert or based on a statement made by an expert, a statement that the expert has given, and has not withdrawn, consent to the issue of the information memorandum with the particular statement included in its form and context
<sup>+ See chapter 19 for defined terms.
117
Where is the information or document to be found? (eg, prospectus cross reference)
A statement that the entity has not raised any capital 116 for the 3 months before the date of issue of the information memorandum and will not need to raise any capital for 3 months after the date of issue of the information memorandum
A statement that a supplementary information memorandum will be issued if the entity becomes +aware of any of the following between the issue of the information memorandum and the date the entity's +securities are +quoted or reinstated.
- A material statement in the information memorandum is misleading or deceptive.
- There is a material omission from the information memorandum.
- There has been a significant change affecting a matter included in the information memorandum.
- A significant new circumstance has arisen and it would have been required to be included in the information memorandum
Information contained in the supplementary information memorandum
If there is supplementary information 118 $\mathbf{a}$ memorandum: Correction of any deficiency. $\bullet$ Details of any material omission, change or new matter. A prominent statement that it is a supplementary information memorandum. The signature of every director, or proposed director, of the entity personally or by a +person authorised in writing by the director (in the case of a trust, director of the responsible entity). The date the supplementary information memorandum is signed.
Evidence if supplementary information memorandum is issued
Evidence that the supplementary information -119 memorandum accompanied every copy of the information memorandum issued after the date of the supplementary information memorandum.
<sup>+ See chapter 19 for defined terms.
Other information
All entities
| Where is the information or document to be found? (eg, prospectus cross reference) |
||
|---|---|---|
| 120 | Evidence that the supplementary information memorandum was sent to every + person who was sent an information memorandum |
Not applicable |
| 121 | Details of any material contracts entered into between the entity and any of its directors (if a trust, the directors of the responsible entity) |
Refer Prospectus, 102 page Section 9.3(c) $\qquad \qquad -$ consulting agreement with Ian Mulholland Section 9.7 and Directors Interests |
| 122 | A copy of every disclosure document or Product issued, Disclosure Statement and every information memorandum circulated, in the last 5 years |
Not applicable |
| 123 | Information not covered elsewhere and which, in terms of rule 3.1, is likely materially to affect the price or value of the entity's + securities |
Not applicable |
| 123A | The documents which would have been required to be given to ASX under rules $4.1, 4.2, 4.3, 4.5,$ 5.1, 5.2 and 5.3 had the entity been admitted to the + official list at the date of its application for admission, unless ASX agrees otherwise. Example: ASX may agree otherwise if the entity was recently incorporated. |
To be provided, if requested |
Mining exploration entities
A map or maps of the mining tenements prepared 124 $\sqrt{}$ by a qualified +person. The maps must indicate the geology and other pertinent features of the tenements, including their extent and location in relation to a capital city or major town, and relative to any nearby properties which have a significant bearing on the potential of the tenements. The maps must be dated and identify the qualified +person and the report to which they relate.
Refer Prospectus "Independent Geologists' Report" Section 5, pages 17 to 62
125 Deleted 1/7/97
$+$ See chapter 19 for defined terms.
$\label{eq:2} \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2\left(\frac{1}{\sqrt{2}}\right)^2$
$\blacksquare$
$\overline{\mathbf{C}}$
$\frac{1}{2} \frac{1}{2} \frac{1}{2}$
| Where is the information or document to cross prospectus be found? (eg, reference) |
||
|---|---|---|
| 126 | A schedule of + mining tenements prepared by a qualified person. The schedule must state in relation to each + mining tenement: the geographical area where the + mining tenement is situated; the nature of the title to the + mining tenement; whether the title has been formally confirmed or approved and, if not, whether an application for confirmation or approval is pending and whether the application is subject to challenge; and the + person in whose name the title to the + mining tenement is currently held. |
Prospectus, Solicitors Report, Section 6, pages 63 to 88 |
| 127 | If the entity has + acquired an interest or entered into an agreement to + acquire an interest in a + mining tenement from any + person, a statement detailing the date of the + acquisition of the interest from the vendor and the purchase price paid and all other consideration (whether legally enforceable or not) passing (directly or indirectly) to the vendor. |
Refer to Prospectus "Material Contracts", Section 9.3 page 101 |
| 128 | A financial statement by the directors (if a trust, the directors of the responsible entity) setting out a program of expenditure together with a timetable for completion of an exploration program in respect of each + mining tenement or, where appropriate, each group of tenements |
Prospectus Section 1.6 (page 8) and Section 2.1 (page10) together with "Independent Geologists' Report", pages 55 & 56 |
| 129 | A declaration of conformity or otherwise with the Australasian Code for Reporting of Identified Mineral Resources and Ore Reserves for any reports on mineral resources and + ore reserves |
Refer "Independent Geologists' Report" in Prospectus |
$\overline{+}$ See chapter 19 for defined terms.
Part 3 - Agreement
All entities
You must complete this agreement. If you require a seal to be bound, the agreement must be under seal.
We agree:
- Our admission to the +official list is in ASX's absolute discretion. ASX may admit us $\mathbf{1}$ on any conditions it decides. +Quotation of our +securities is in ASX's absolute discretion. ASX may quote our 'securities on any conditions it decides. Our removal from the 'official list or the suspension or ending of 'quotation of our 'securities is in ASX's absolute discretion. ASX is entitled immediately to suspend +quotation of our *securities or remove us from the *official list if we break this agreement, but the absolute discretion of ASX is not limited.
- We warrant the following to ASX. $\overline{2}$
- The issue of the 'securities to be quoted complies with the law, and is not for an illegal purpose.
- There is no reason why the '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 601MB(1), 737, 738, 992A, 992AA 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.
- We will indemnify ASX to the fullest extent permitted by law in respect of any claim, 3 action or expense arising from, or connected with, any breach of the warranties in this agreement.
- We give ASX the information and documents required by this form. If any information $\overline{4}$ or document is not available now, we 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.
<sup>+ See chapter 19 for defined terms.
- We will comply with the listing rules that are in force from time to time, even if 5 *quotation of our *securities is deferred, suspended or subject to a *trading halt.
- The listing rules are to be interpreted: 6
- in accordance with their spirit, intention and purpose;
- by looking beyond form to substance; and
- in a way that best promotes the principles on which the listing rules are based.
- ASX has discretion to take no action in response to a breach of a listing rule. ASX $\overline{7}$ may also waive a listing rule (except one that specifies that ASX will not waive it) either on our application or of its own accord on any conditions. ASX may at any time vary or revoke a decision on our application or of its own accord.
- 8 A document given to ASX by an entity, or on its behalf, becomes and remains the property of ASX to deal with as it wishes, including copying, storing in a retrieval system, transmitting to the public, and publishing any part of the document and permitting others to do so. The documents include a document given to ASX in support of the listing application or in compliance with the listing rules.
- In any proceedings, a copy or extract of any document or information given to 9 ASX is of equal validity in evidence as the original.
- 10 Except in the case of an entity established in a jurisdiction whose laws have the effect that +CHESS cannot be used for holding legal title to +securities:
- We will satisfy the +SCH +technical and performance requirements and meet any other requirements *SCH imposes in connection with *CHESS approval of our +securities.
- When *securities are issued we will enter them in the *CHESS subregister holding of the applicant before they are quoted, if the applicant instructs us on the application form to do so.
- *SCH is irrevocably authorised to establish and administer a *CHESS subregister in respect of the +securities for which +quotation is sought.
- Except in the case of an entity established in a jurisdiction whose laws have the $11$ effect that +CHESS cannot be used for holding legal title to +securities, we confirm that either:
ŧ
we have given a copy of this application to +SCH in accordance with section 3 of the SCH Business Rules; or
we ask ASX to forward a copy of this application to +SCH.
$+$ See chapter 19 for defined terms.
- 12 In the case of an entity established in a jurisdiction whose laws have the effect that +CHESS cannot be used for holding legal title to +securities:
- SCH is irrevocably authorised to establish and administer a +CHESS $\bullet$ subregister in respect of +CDIs.
- We will make sure that +CDIs are issued over +securities if the holder of quoted +securities asks for +CDIs.
- 13 In the case of an entity established in a jurisdiction whose laws have the effect that *CHESS cannot be used for holding legal title to *securities:
| $-11.7$ | ||||
|---|---|---|---|---|
we have given a copy of this application to +SCH in accordance with section 3A of the SCH Business Rules; or
we ask ASX to forward a copy of this application to +SCH.
FEBRUARY 2004 $27$ Dated:
Executed by ROX RESOURCES LIMITED in accordance with section 127 (1) of the Corporations Act 2001 (Cwlth) by authority of its directors:
Signed:
For Munkey (land
$\underbrace{\mathcal{A}{\mathsf{an}}\ \mathcal{M}{\mathsf{an}}|L_{\mathsf{on}}|{\mathsf{cend}}}{\mathsf{Name}}$
Historic Courlen
Signed:
C
| wwtail. |
|---|
Director
Name
$+$ See chapter 19 for defined terms.