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SCIDEV LTD — Capital/Financing Update 2008
May 27, 2008
65761_rns_2008-05-27_d9ecb232-0c7a-4c64-a4c1-4ec8a10687ba.pdf
Capital/Financing Update
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ABN 25 001 150 849
Gordon Chiu Building J01 Department of Chemical Engineering Maze Crescent University of Sydney NSW 2006 Australia
Australian Securities Exchange
Phone: 02-9351-6741 Fax: 02-9351-7180 Email: [email protected] Website: www.intec.com.au ASX code: INL
Companies Announcements Office 28 May 2008
Rights Issue Prospectus
Further to the announcement earlier today of the Fully Underwritten Renounceable Rights Issue by Intec Ltd (ASX code: INL) "to accelerate and secure Hellyer's future", I attach the Rights Issue Prospectus and the related pro forma Entitlement & Application Form and Additional Share Application Form, all of which were lodged with ASIC today.
Yours faithfully Intec Ltd
Philip R Wood Managing Director & Chief Executive Officer

Prospectus
fortheoneforfiverenounceableRightsIssuetoShareholders atthepriceofA\$0.05perSharetoraiseA\$5.6million.
ThisProspectusisdated28May2008. TheClosingDatefortheIssueis5:00pmAESTon24June2008.
Underwriter:VeritasSecuritiesLimited
IMPORTANTINFORMATION
ThisdocumentisimportantandrequiresyourimmediateaĴention.Itshouldbe readinitsentirety.Ifyouareindoubtastothecourseyoushouldfollow,you shouldconsultyourstockbrokerorprofessionaladvisor.
www.intec.com.au
ASXCode:INL
ABN25001150849
IntecLtd



PROSPECTUS
for a renounceable Rights Issue to Shareholders on the basis of 1 New Share at an issue price of A\$0.05 for every 5 Existing Shares together with 1 free attaching New Option (at an exercise price of A\$0.08 expiring 31 December 2009) for every New Share issued to raise approximately A\$5.6 million before issue costs when fully subscribed.
The Rights Issue is fully underwritten.
UNDERWRITER & LEAD MANAGER
Veritas Securities Limited
The Rights Issue closes at 5.00pm AEST on 24 June 2008. Valid acceptances must be received before that time.
Rights trading closes at 5.00pm AEST on 17 June 2008. Instructions to sell must be received before that time.
Please read the instructions in this Prospectus and on the accompanying Entitlement and Acceptance Form regarding your Entitlement. This Prospectus is important and should be read in its entirety. If you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional advisor. Securities offered by this Prospectus should be considered speculative.

ABN 25 001 150 849
Gordon Chiu Building J01 Department of Chemical Engineering Maze Crescent University of Sydney NSW 2006 Australia
Phone: 02-9351-6741 Fax: 02-9351-7180 Email: [email protected] Website: www.intec.com.au ASX code: INL
LETTER FROM THE CHAIRMAN AND THE MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER
28 May 2008
Dear Shareholder
During 2007 and 2008, using cash revenues from the uptrending production of the Hellyer Zinc Concentrate Project, your Company made a series of capital investments in fixed and tangible assets to accelerate and secure Hellyer's long term future. These investments have principally included:
- the Hellyer tailings dam dredge vessel and contract buyout (\$2.8m, for the further tailings mine life of six years);
- the Que River electricity substation refurbishment (\$2.0m, extending its effective life for 20 years at a significantly enhanced capacity to cater for the Intec Metals Recycling Project);
- strategic investments in Hellyer regional miner/explorer Bass Metals Ltd (\$3.9m, the present market value of Intec's interest in BSM being \$6.3m); and
- Victorian and Tasmanian EPA bonds (\$5.0m, securing \$35m contained metals value in EAF dust and refundable upon treatment).
As may be seen, this capital expenditure (totalling \$13.6m) directly maximises the profitability and longevity of the Hellyer Zinc Concentrate Project and the Intec Metals Recycling Project.
At the Hellyer Zinc Concentrate Project, the investments in the dredge and electricity substation (in conjunction with our joint venture partner Polymetals) directly contribute to the profitability and stability of the operations. Additionally and as is customary, your Company has been required to post significant cash-backed environmental bonds with the Victorian and Tasmanian Governments in relation to both the Hellyer project site and Intec's stockpiles of EAF dust. All of these infrastructure investments have application not only to the current Hellyer operations (which are Intec's sole significant
current source of operational cash flow) but also to the future Intec Metals Recycling Project.
The investments in Bass Metals Ltd have also been strategic within the context of the longevity of operations at the Intec Hellyer Mill. The Hellyer tailings resource is expected to remain viable for several years beyond the expiration of the Polymetals joint venture in December 2010. Bass Metals' ongoing successful exploration, , particularly in the Fossey zone immediately adjacent to the Intec Hellyer Mill, has the potential to define ore bodies that could supply ore to the Mill well into the future.
On the technology side, your Company is working intensively on the Intec Metals Recycling Project, for which the Stage 1 engineering report was recently received from GHD. This report highlighted the synergies and compelling economics of simultaneously developing both Stage 1 and Stage 2 of the Project, thereby requiring additional months of engineering before financing the Project.
In the meantime, Intec is also undertaking testwork and metallurgical process development in relation to a number of third party projects for which the Company's patented hydrometallurgical processes are uniquely advantageous. These include the very large Browns Sulphide Project being developed by Compass Resources NL and Hunan Nonferrous Metals Corporation, for which the Intec Process is part or all of every single bulk concentrate processing option under consideration.
Rising costs (power, reagents, labour, shipping and smelter charges) combined with recent markedly reduced A\$ prices for zinc and lead metal, have meant that, while still cashflow positive, the Hellyer Zinc Concentrate Project alone is not able to generate revenues to prudently cover all of the above activities and investments. Your Directors have therefore decided, with understandable reluctance, to raise additional equity capital from our Shareholders to replenish a large proportion of the operational funds that have been invested in the above capital outlays. We are doing this by the fairest means possible, being a fully underwritten 1 for 5 renounceable Rights Issue (i.e. prorata to all of Intec's Existing Shareholders), comprehensive details of which are set out elsewhere in this Prospectus.
It is now over two years since Intec previously approached the equity market, during which period we have made great strides that are barely reflected in our current share price. However we expect that Intec's progress during future years will receive deserved market recognition and therefore that the pricing of this Rights Issue represents an attractive investment opportunity in the short, medium and long term. All of the Intec Directors will therefore be fully subscribing for their Rights and, subject to your individual financial situation, we commend you to do likewise.
Yours faithfully,
Intec Ltd
Philip R Wood Trevor A Jones Managing Director & Chief Executive Officer Chairman
| 4 | ||
|---|---|---|
| TABLE OF CONTENTS | Page | |
| LETTER FROM THE CHAIRMAN AND THE MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER |
2 | |
| IMPORTANT NOTICE |
5 | |
| KEY DATES FOR THE RIGHTS ISSUE |
6 | |
| KEY ACTIONS REQUIRED BY SHAREHOLDERS |
6 | |
| 1. | DETAILS OF THE RIGHTS ISSUE | 7 |
| 2. | PURPOSE AND EFFECT OF THE RIGHTS ISSUE | 10 |
| 3. | PROJECTS OVERVIEW | 13 |
| 4. | ACTIONS REQUIRED BY SHAREHOLDERS |
16 |
| 5. | RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES AND NEW OPTIONS |
21 |
| 6. | CONTINUOUS DISCLOSURE OBLIGATIONS | 24 |
| 7. | RISK FACTORS | 27 |
| 8. | ADDITIONAL INFORMATION |
30 |
| 9. | DIRECTORS' AUTHORISATION AND CONSENT |
34 |
| 10. | GLOSSARY OF DEFINED TERMS | 35 |
IMPORTANT NOTICE
- This Prospectus is dated 28 May 2008 and was lodged with ASIC and ASX on that date. Neither ASIC nor ASX take responsibility as to the contents of this Prospectus. No Securities will be issued pursuant to this Prospectus later than 13 months after the date of this Prospectus.
- The offer is not made to persons or places to which, or in which, it would not be lawful to make such an offer of securities. Any persons who come into possession of this Prospectus should seek advice on and comply with any legal restrictions.
- The Company will apply for the New Shares and New Options offered pursuant to this Prospectus to be listed on the ASX.
- Applications for New Shares and New Options can only be submitted on an original Entitlement and Acceptance Form and an original Additional Share Application Form which accompanies and forms part of this Prospectus, unless an application is by way of the BPAY facility as set out in the Entitlement and Acceptance Form and Additional Share Application Form. The Entitlement and Acceptance Form sets out each Shareholder's entitlement to participate in the Rights Issue. Shareholders should carefully consider whether to accept their Entitlement and whether to apply for additional New Shares. Shareholders who do not accept their Entitlement in full under this Prospectus should expect to be diluted on issue of New Shares in the Company.
- This Prospectus is a "transaction specific prospectus" for an offer of "continuously quoted securities" prepared in accordance with Section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In preparing this Prospectus regard has been made to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and their professional advisers.
- No person is authorised to give any information or to make any representation in connection with the Rights Issue. Any information or representation in relation to the Rights Issue which is not contained in this Prospectus may not be relied upon as having been authorised by the Company.
- This document is important and requires your immediate attention. Persons wishing to subscribe for New Shares offered by this Prospectus should read this Prospectus in its entirety. You should consult your financial advisor as to the course you should follow in respect of the New Shares and New Options and carefully consider whether the New Shares and New Options are an appropriate investment for you. Please refer to the risk factors outlined in Section 7 of this Prospectus.
- Certain terms and abbreviations used in this Prospectus have defined meanings that appear in Section 10 of this Prospectus.
KEY DATES FOR THE RIGHTS ISSUE
| Lodgement of Prospectus with ASIC | 28 May 2008 |
|---|---|
| Notice to Shareholders | 30 May 2008 |
| Rights trading commences on ASX | 2 June 2008 |
| Record Date to identify Shareholders entitled to participate in the Rights Issue |
6 June 2008 |
| Dispatch of Prospectus, Entitlement and Acceptance Form and Additional Share Application Form |
10 June 2008 |
| Last day of Rights trading on ASX | 17 June 2008 |
| Closing Date for the Rights Issue (5.00pm AEST) | 24 June 2008 |
| Allotment of New Shares and New Options | 27 June 2008 |
| Dispatch of holding statements | 1 July 2008 |
| Trading of New Shares and New Options expected to commence on ASX | 2 July 2008 |
This timetable is indicative only. The Company, in conjunction with the Underwriter, reserves the right to vary the above dates subject to the Corporations Act and ASX Listing Rules.
KEY ACTIONS REQUIRED BY SHAREHOLDERS
Shareholders may:
- Accept their Entitlement in whole or in part
- Apply for additional New Shares under anyShortfall
- Sell all or part of their Rights on ASX
If Shareholders do nothing, their Entitlement and Rights will lapse and they will receive no benefit from the Rights Issue.
Full details and instructions for Shareholders are provided in Section 4 of this Prospectus.
1. DETAILS OF THE RIGHTS ISSUE
1.1 TERMS OF THE RIGHTS ISSUE
The Company is making a renounceable Rights Issue to raise approximately A\$5,600,000 (before costs) if fully subscribed, through the offer of 111,919,975 New Shares together with 111,919,975 free attaching New Options.
If any Existing Options are exercised and Shares are allotted between the date of this Prospectus and the Record Date, the number of New Shares and New Options offered under this Prospectus will increase and additional funds may be raised.
Entitlements will be determined on the basis of 1 New Share for every 5 Existing Shares held at the Record Date, at an issue price of A\$0.05 per New Share payable in full on application, together with 1 free attaching New Option for every New Share subscribed for. The New Options are exercisable at A\$0.08 on or before 31 December 2009.
The New Shares to be issued pursuant to the Rights Issue are of the same class and will rank equally in all respects to Existing Shares in the Company. The rights and liabilities attaching to the New Shares and New Options are further described in Section 5 of this Prospectus.
1.2 UNDERWRITING
The Rights Issue is fully underwritten by Veritas Securities Limited. A summary of the Underwriting Agreement is set out in Section 8.1.
1.3 ENTITLEMENTS
Entitlements to participate in the Rights Issue will be determined on the Record Date, being 5pm AEST on 5 June 2008. Any fractional entitlements will be rounded up to the nearest whole number. The number of New Shares and New Options to which a Shareholder is entitled is shown on the Entitlement and Acceptance Form accompanying this Prospectus. Shareholders wishing to accept their Entitlements in part or in full should refer to Section 4 of this Prospectus for full instructions.
1.4 APPLICATION FOR ADDITIONAL NEW SHARES
Shareholders who accept their full Entitlement have the opportunity to apply for additional New Shares at the issue price of A\$0.05 each, together with 1 free attaching New Option for every New Share issued. The allocation of these additional New Shares and New Options will be limited to any Shortfall and will be at the discretion of the Underwriter in consultation with the Directors. Shareholders wishing to apply for additional New Shares should do so on the Additional Share Application Form and should refer to Section 4.5 of this Prospectus for full instructions.
1.5 RIGHTS TRADING
The Rights Issue is made on a renounceable basis. This means that to the extent that Shareholders do not wish to accept their Entitlement they may sell their Rights on the ASX. Trading of Rights on the ASX is expected to commence on 2 June 2008 and to end on 17 June 2008. Shareholders wishing to sell their Rights should refer to Section 4.6 of this Prospectus for full instructions.
1.6 OPENING AND CLOSING DATES FOR APPLICATIONS
The Company will accept Entitlement and Acceptance Forms and Additional Share Application Forms (or application by way of BPAY using the BPAY number allocated to each Shareholder on the Entitlement and Acceptance Form and the Additional Share Application Form attached to each Prospectus) from the date of dispatch of this Prospectus, until the Closing Date being 5.00pm AEST on 24 June 2008 or such later date as the Directors may determine subject to the ASX Listing Rules.
1.7 APPLICATION MONIES HELD ON TRUST
All Application Monies received for New Shares will be held on trust until the New Shares and New Options are allotted. Should any applications for additional New Shares not be accepted, those Application Monies will be refunded without interest as soon as practicable.
1.8 ALLOTMENT AND ALLOCATION POLICY
The New Shares and New Options will be issued as soon as practicable after the Closing Date. All Shareholders accepting their Entitlements will be allotted their New Shares and New Options. The Underwriter, in consultation with the Directors, reserves the right to allocate any Shortfall at its absolute discretion. As such, Shareholders who apply for additional New Shares will be favourably regarded, but may receive fewer than the number applied for or none at all. In this event, any surplus Application Monies will be refunded without interest as soon as practicable. Holding statements in relation to the New Shares and New Options will be dispatched to Shareholders as soon as practicable after allotment. It is the responsibility of Shareholders to confirm the number of New Shares and New Options allotted to them prior to trading on the ASX. Shareholders who sell their New Shares or New Options before they receive their holding statements do so at their own risk.
1.9 APPLICATION FOR QUOTATION OF NEW SHARES AND NEW OPTIONS
Within 7 days after the date of this Prospectus, application will be made to the ASX for the New Shares and New Options to be listed for quotation by the ASX. If official quotation is not granted by the ASX within three months after the date of this Prospectus, the Company will not issue any New Shares and New Options and will repay all Application Monies without interest as soon as practicable.
1.10 MARKET PRICE OF SHARES
For information purposes only, set out below is the latest available closing price of INL Shares on the ASX prior to lodgement of this Prospectus with ASIC and the highest and lowest closing sales prices on the ASX during the three months
| Price (cents) |
Date | |
|---|---|---|
| Last Closing Sale Price | 7.3 | 27 May 2008 |
| Highest Closing Sale Price | 9.5 | 4 April 2008 |
| Lowest Closing Sale Price | 5.7 | 19 March 2008 |
immediately preceding the date of this Prospectus and the respective dates of those sales:
1.11 FOREIGN SHAREHOLDERS
The Issue is not being extended to any Shareholders whose registered address is outside Australia or New Zealand and to whom it would be unlawful to do so under applicable securities laws ("Non- Qualifying Foreign Shareholders").
The Company may appoint the Underwriter on normal commercial terms as nominee to sell the Rights of Non- Qualifying Foreign Shareholders. The Underwriter will only sell those Rights if there is a viable market in the Rights and a premium over the expenses of sale can be obtained. Any such sale will be at a price and be conducted in a manner that the Underwriter will determine in its absolute discretion.
1.12 RISK FACTORS
An investment in the New Shares and New Options should be considered speculative. In addition to the general risks applicable to all investments in securities of a listed company, there are specific risks associated with an investment in the Company which are set out in Section 7 of this Prospectus.
1.13 TAXATION CONSIDERATIONS
The subsequent disposal of New Shares or New Options issued to Shareholders or the disposal of the Rights will have tax consequences. The Directors do not consider that it is appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares and New Options as it will differ depending on the individual affairs of each Shareholder. All Shareholders are urged to obtain independent financial advice concerning the taxation consequences of accepting their Entitlements or selling their Rights.
1.14 PROSPECTUS IS AVAILABLE ON THE COMPANY'S WEBSITE
In addition to issuing the Prospectus in printed form, a read-only version of the Prospectus is also available on the Company's website, www.intec.com.au. There is no facility for online applications. The Corporations Act prohibits any person passing on to another person either an Entitlement and Acceptance Form or an Additional Share Application Form unless they are accompanied by a hard copy of this Prospectus or they accompany the complete and unaltered electronic version of this Prospectus.
1.15 PRIVACY DISCLOSURE
Persons who apply for New Shares and New Options pursuant to this Prospectus are asked to provide minimum personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collect, hold and use that personal information to assess applications for New Shares and New Options, to provide facilities and services to Shareholders, and to carry out various administrative functions. The Company is committed to respecting the privacy of each Shareholder's personal information. Access to the information collected may be provided to the Company's agents and service providers and to the ASX, the ASIC and other regulatory bodies on the basis that they deal with such information in accordance with the relevant privacy laws. If the information requested is not supplied, applications for New Shares and New Options will not be processed. In accordance with privacy laws, information collected in relation to specific Shareholders can be obtained by that Shareholder by contacting the Company or the Share Registry.
2. PURPOSE AND EFFECT OF THE RIGHTS ISSUE
2.1 PURPOSE OF THE RIGHTS ISSUE AND USE OF THE FUNDS
The Company will raise approximately A\$5,600,000 before costs pursuant to the Rights Issue based on the Underwritten Amount. The Directors intend to apply the funds as follows:
| INDICATIVE USE OF FUNDS | A\$ million |
|---|---|
| Current Capital Expenditure Requirements | 1.350 |
| Anticipated Capital Expenditure & Working Capital Needs | 3.880 |
| Estimated Costs of the Issue | 0.370 |
| TOTAL UNDERWRITTEN AMOUNT | 5.600 |
The information set out in the above table is a statement of present intention as at the date of this Prospectus. In the event circumstances change or other better opportunities arise the Directors reserve the right, subject to the Directors complying with their disclosure obligations at law, to vary the proposed use of funds to maximise the benefit to Shareholders.
2.2 PROFORMA CAPITAL STRUCTURE ON COMPLETION OF THE RIGHTS ISSUE
The tables below show the impact of the Rights Issue on the capital structure of the Company based on the full offer as at the date of this Prospectus.
| SHARES | NUMBER | % |
|---|---|---|
| Existing Shares at date of this Prospectus | 559,599,873 | 83.33% |
| New Shares offered under the Rights Issue | 111,919,975 | 16.66% |
| TOTAL SHARES ON ISSUE AFTER THE RIGHTS ISSUE | 671,519,848 | 100% |
| OPTIONS | Exercise Price * |
Expiry Date |
Number | |
|---|---|---|---|---|
| Existing Options at date of this Prospectus |
Not Listed Not Listed Not Listed Not Listed Not Listed Not Listed |
A\$0.08 A\$0.10 A\$0.49625 A\$0.069 A\$0.11 A\$0.15 |
30 Jun 08 26 Nov 08 30 Jun 09 24 Feb 10 30 Aug 11 25 Sep 12 |
45,000,000 3,177,916 1,275,000 5,869,014 7,210,000 11,050,000 |
| TOTAL EXISTING OPTIONS New Options offered as |
73,581,930 | |||
| part of Rights Issue TOTAL OPTIONS ON ISSUE AFTER RIGHTS ISSUE |
Listed | A\$0.08 | 31 Dec 09 | 111,919,975 185,501,905 |
* Note that the terms of the options provide for the exercise price to be reduced when a rights issue occurs by utilizing a formula contained in the ASX Listing Rules. Application of this formula results in only a very minor decrease in the exercise price of existing options.
2.3 PROFORMA BALANCE SHEET
The Proforma Balance Sheet is unaudited and shows the effect on Net Assets and Equity of the Intec Group after the Rights Issue and trading activity of the Group for the four (4) months from 31 December, 2007 to 30 April, 2008.
| PROFORMA BALANCE SHEET | Reviewed | Unaudited |
|---|---|---|
| BASED ON UNDERWRITTEN AMOUNT | 31 Dec 2007 | Proforma |
| A\$'000 | A\$'000 | |
| Current Assets | ||
| Cash and Cash Equivalents | 1,757 | 5,973 |
| Trade and other Receivables | 3,380 | 1,677 |
| Inventories | 3,371 | 4,432 |
| Derivative Financial Instruments | 452 | - |
| Total Current Assets | 8,960 | 12,082 |
| Non Current Assets | ||
| Receivables | 1,116 | 1,120 |
| Exploration Expenditure | 2,849 | 2,842 |
| Investments in Associates accounted for using the Equity method |
4,769 | 4,769 |
| Plant and Equipment | 32,942 | 34,142 |
| Intangible Assets | 10 | 10 |
| Total Non Current Assets | 41,686 | 42,883 |
| TOTAL ASSETS | 50,646 | 54,965 |
| Current Liabilities | ||
| Trade and Other Payables | 3,227 | 1,827 |
| Interest Bearing Liabilities | 1,000 | 1,873 |
| Deferred Revenue | 6,637 | 2,713 |
| Total Current Liabilities | 10,864 | 6,413 |
| Non Current Liabilities | ||
|---|---|---|
| Deferred Revenue | 1,833 | 2,891 |
| Provisions | 2,305 | 2,525 |
| Total Non Current Liabilities | 4,138 | 5,416 |
| TOTAL LIABILITIES | 15,002 | 11,829 |
| NET ASSETS | 35,644 | 43,136 |
| EQUITY | ||
| Contributed Equity | 59,360 | 64,620 |
| Reserves | 15,904 | 15,904 |
| Accumulated Losses | (39,620) | (37,388) |
| TOTAL EQUITY | 35,644 | 43,136 |
3. PROJECTS OVERVIEW
This Section includes a summary of the Company's projects and their current status. Full details are available by reviewing the Company's disclosure notices made to the ASX as part of its regular reporting and disclosure obligations.
3.1 HELLYER ZINC CONCENTRATE PROJECT
The Intec Hellyer Mill achieved record production of bulk zinc and lead concentrates during the March 2008 Quarter of 14,691 tonnes, up 41% year-onyear from the March 2007 Quarter. Total contained zinc and lead were up 51% year-on-year.
The strong production outcomes are substantially the result of commencing to dredge high-grade zones in the Hellyer tailings dam (averaging 3.7% Zn for February, March and April), combined with the successful implementation of ongoing measures to optimise production from the Intec Hellyer Mill.
Dredging of the deeper high-grade cuts is expected to continue through to July 2008. Three record months of production were achieved in February, March and April, averaging 5,800 tonnes of concentrate per month with above 70% Zn recovery..
International spot zinc and lead prices have generally remained weak during calendar 2008, while the A\$/US\$ exchange rate remains strong. Thus the continued sluggish A\$ zinc and lead prices reduces the Company's overall cashflows and offsets the substantial production increase in recent months.
Furthermore, input costs at the Hellyer Zinc Concentrate Project, such as sea freight, power, labour, reagents and smelter charges have increased materially since last year.
In addition, the existing transformer at the Que River electrical sub-station, which is in poor condition, is currently being replaced at a cost of two million dollars. The replacement is being undertaken by the network owner, Transend Networks Pty Ltd and is expected to result in minimal disruption to operations. It should be noted that the new transformer is expected to be large enough to also service the Intec Metals Recycling Project.
Bass Metals Ltd (ASX code: BSM)
Bass Metals Ltd (23.2% owned by Intec Hellyer Metals Pty Ltd) has recently announced further excellent drilling results for the Fossey Zone which is located within 2km of the Intec Hellyer Mill. These ASX announcements are all available at www.bassmetals.com.au.
3.2 INTEC METALS RECYCLING PROJECT
Following receipt of the required approvals from the State and Local Governments, shipments of EAF dust to the Hellyer project site commenced in February 2008. The zinc grade of this feedstock continues to slowly increase, with the average grade of EAF dust now up to 38% Zn. Approximately four thousand tonnes have now been received at the Hellyer site, and are being stockpiled in readiness for treatment through the Intec Metals Recycling Project.
Burnie Demonstration Plant
Stage 1 campaign operations during 2007 included zinc intermediate product precipitation, zinc bleed and magnesium bleed circuits. This completes the continuous locked-cycle testing of the hydrometallurgical sections of Stage 1 of the Intec Metals Recycling Project plant, but further additional testwork at the Burnie Demonstration Plant will now be conducted in advancement of Stage 2.
'In-spec' product samples (up to 150kg) were prepared and sent to potential customers. Intec's Chinese representative office in Guangzhou is currently marketing the high-grade calcium sulphate co-product to potential customers in China.
Upon completion later this year of testwork related to the Intec Metals Recycling Project, the Burnie Demonstration Plant will then be available as a high-grade testing facility for future strategic project opportunities.
During the December 2007 Quarter, Andeburg Consulting Services Inc. (ACSI) of Toronto, Canada was commissioned to prepare a conceptual engineering package for State 1 of the Intec Metals Recycling Project. This involved production of the following engineering items:
• Process Description
- Process Control Description
- Process Design Criteria
- Process Flowsheet Drawings
- Preliminary Piping & Instrument Drawings
- Mass and Energy Balances
- Operating Inputs (consumption rates of energy and reagents)
- Material Selection Diagrams
- Facilities Description
- Project Implementation Schedule
- Piping Specifications
- Equipment List (including description, materials, process conditions, maximum/minimum/nominal flows and motor power)
- Equipment Data Sheets
Using the ACSI engineering package, GHD Australia was then requested by Intec to develop capital and operating cost estimates for Stage 1 the Intec Metals Recycling Project, and to prepare a discounted cash flow financial model. Based on data derived from several campaigns treating EAF dust at the Burnie Demonstration Plant in 2007-08, Intec was then heavily involved in the review of ACSI's engineering package, selection of equipment, and in obtaining relevant quotations for such equipment.
An important outcome of GHD's report has been to highlight the significant opportunity to enhance the Project economic and environmental outcomes beyond those originally envisaged for Stage 1. This would encompass the simultaneous development of both Stage 1 (EAF dust recycling) and Stage 2 (lead/zinc/silver intermediate concentrate processing) of the Intec Metals Recycling Project. This would, in turn, exploit the synergies between the existing resources at Hellyer and Intec's proprietary hydrometallurgical technology, potentially eliminating significant sulphuric acid costs, which would otherwise be incurred in the Stage 1 process, while unlocking tens of millions of dollars of additional metals revenues per annum.
Intec is presently in active discussions with potential project partners, offtake customers and financiers.
Rail Infrastructure
As part of its submission to the Federal Government, Intec is seeking full funding of the refurbishment of the Hellyer spur rail line, including the entire infrastructure at the Moorey Junction, the sequential replacement of the sleepers, and funding for the installation of the loading and unloading facilities at Hellyer.
16
3.3 FUTURE STRATEGIC DEVELOPMENTS
Browns Sulphide Project
This is a very large long-life polymetallic project being developed by Compass Resources NL and Hunan Nonferrous Metals Ltd.
During the March Quarter, Intec completed the preliminary 'proof-of-concept' metallurgical testwork, culminating in the production of lead ingot within the LME specifications for lead metal contracts. The Company has since been asked to develop costs estimates for each of its proposed processing routes and these will be completed by end-June 2008.
Collaboration Agreement with Outotec OYJ
Intec Ltd and Outotec Oyj of Finland (OMX Nordic Exchange Helsinki code: OTE1V) have entered into a comprehensive Technical Collaboration Agreement in the field of chloride hydrometallurgy. This formalises legally the relationship between the companies which has already been active at a practical level since the original Heads of Agreement was first announced in June 2007.
Intec International Projects Pty Ltd
Intec International Projects Pty Ltd was established in 2007 as a vehicle for the development of overseas opportunities. It is wholly-owned by Intec Ltd and jointly operated by Intec and a London-based corporate financier with excellent international connections, under which we are together currently developing opportunities in Iran.
Intec Exploration Pty Ltd
Intec recently formed Intec Exploration Pty Ltd (IEX) as an exploration vehicle 50/50 co-owned by INL and Roberts Consulting Pty Ltd.
Roberts Consulting and INL have entered into a shareholders agreement in relation to IEX whereby Roberts Consulting will provide its expert consultancy services to IEX in return for a 50% free carried interest in IEX until commencement of 'commercial activity' (as defined).
For minimal outlay of cash, time and resources, IEX has acquired and applied for a number of mineralogically prospective exploration tenements in central western New South Wales. IEX considers that its tenements in this region are both geologically prospective and operationally strategic in nature and INL is granting IEX an Intec Process licence in relation to ores discovered within its tenements.
4. ACTIONS REQUIRED BY SHAREHOLDERS
4.1 WHAT ELIGIBLE SHAREHOLDERS MAY DO
The accompanying Entitlement and Acceptance Form has been pre-printed for each Shareholder showing:
• the number of Existing Shares held by the Shareholder at the Record Date;
- the number of New Shares available to the Shareholder under the Shareholder's Entitlement; and
- the amount payable upon full acceptance of the Shareholder's Entitlement.
- a specific BPAY Reference Number allocated to each Shareholder (the "Allocated BPAY Number") to facilitate payment by that Shareholder without the need to fill out the Entitlement and Acceptance Form.
Applications for New Shares and New Options can only be made by completing and lodging an original Entitlement and Acceptance Form (and Additional Share Application Form if applicable) together with Application Monies with the Share Registry or simply by making payment using the Shareholder's Allocated BPAY Number (in which event it is not necessary for the Entitlement and Acceptance Form or Additional Share Application Form to be completed). Instructions for completion are included on the reverse of the Form.
The accompanying Additional Share Application Form has been pre-printed for each Shareholder showing that Shareholder's Allocated BPAY Number to facilitate payment by that Shareholder for additional New Shares without the need to fill out the Additional Share Application Form.
| Shareholders may: | Refer Section |
|---|---|
| Accept their full Entitlement | 4.4 |
| Apply for additional New Shares and New Options | 4.5 |
| Sell all or part of their Entitlement on the ASX | 4.6 |
| Accept part of their Entitlement and sell balance on the ASX |
4.7 |
| Accept part of their Entitlement and allow balance to lapse |
4.8 |
| Transfer all or part of their Entitlement to another person | 4.9 |
| Not take up their Entitlement | 4.10 |
4.2 PAYMENT DETAILS FOR APPLICATION MONIES
There are three methods of payment available:
- (a) BPAY: Payment may be made by way of BPAY by utilizing the BPAY Biller Code and Reference Number contained on the Entitlement and Acceptance Form. If payment is made by way of BPAY there is no need to send in a completed Entitlement and Acceptance Form or Additional Share Application Form.
- (b) Payment by cheque: Cheques must be in Australian dollars and made payable to "Intec Ltd Share Issue Account" and crossed "Not Negotiable" for the appropriate Application Monies being A\$0.05 per New Share. The attaching New Options are free and require no money to be paid for them upon application. If a cheque is not honoured on its first presentation, the Directors reserve the right to reject the relevant Entitlement and Acceptance Form or Additional Share Application Form.
(c) Payment by Credit Card: Payment may be made by credit card by filling out the appropriate section on the Entitlement and Acceptance Form or Additional Share Application Form.
4.3 SHARE REGISTRY DETAILS
Completed Entitlement and Acceptance Forms and cheques must be lodged before the Closing Date, being 5pm AEST on 24 June 2008 at:
| Delivery Address: | Registries Limited |
|---|---|
| Level 7, 207 Kent Street | |
| Sydney NSW 2000 Australia | |
Postal Address: Registries Limited PO Box R67 Royal Exchange Sydney NSW 1223 Australia
If application is being made by way of BPAY, payment must be made before the Closing Date, being 5pm AEST on 24 June 2008.
4.4 ACCEPT FULL ENTITLEMENT
Shareholders wishing to accept their full Entitlement should, if making payment by either cheque or credit card, complete the appropriate section of Part A of the accompanying Entitlement and Acceptance Form for the full number of New Shares to which they are entitled and the Application Monies as shown on the Form. In addition, Shareholders should also complete the appropriate section of Part B of the Entitlement and Acceptance Form dependent upon their chosen payment method i.e. cheque (made out to "Intec Ltd Share Issue Account") or credit card and ensure that completed documentation reaches Registries Limited before the Closing Date referred to in Section 4.3 above.
If Shareholders are making payment for their full Entitlement by way of BPAY, there is no need to send in a completed Entitlement and Acceptance Form. Payments made by BPAY must be before the Closing Date referred to in Section 4.3 above.
The Entitlement and Acceptance Form does not necessarily have to be signed to be a binding acceptance of New Shares. If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The Directors' decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final; however, a Shareholder will not be treated as having applied for more New Shares than is indicated by the amount received in cleared funds by way of either cheque, credit card or BPAY payments.
4.5 APPLY FOR ADDITIONAL NEW SHARES
Those Shareholders wishing to accept all of their Entitlement may also apply for additional New Shares under the Shortfall at the same issue price of A\$0.05 each. While such additional application will be regarded favourably, the allocation of these additional New Shares will be limited to any Shortfall and will be at the
discretion of the Underwriter, in conjunction with the Directors. The attaching New Options will automatically be issued upon successful subscription of any additional New Shares.
If you wish to apply for any additional New Shares under the Shortfall, complete the Additional Share Application Form in respect of the number of additional New Shares you wish to apply for and the Application Monies and make payment by way of either cheque, credit card or BPAY as detailed on the Additional Share Application Form.
If making payment by either cheque (made out to "Intec Ltd Share Issue Account") or credit card, send the completed Additional Share Application Form to Registries Limited before the Closing Date as per Section 4.3 above.
If making payment by BPAY there is no need to send in a completed Additional Share Application Form but payments must be made before the Closing Date as per Section 4.3 above.
The Underwriter, in consultation with the Directors, reserves the right to allocate any Shortfall at its absolute discretion. As such, Shareholders who apply for additional New Shares will be regarded favourably, but may receive fewer than the number applied for or none at all. In this event, any surplus Application Monies will be refunded without interest as soon as practicable. Holding statements in relation to the New Shares and New Options will be dispatched to Shareholders as soon as practicable after allotment. It is the responsibility of Shareholders to confirm the number of New Shares and New Options allotted to them prior to trading on the ASX. Shareholders who sell their New Shares or New Options before they receive their holding statements do so at their own risk.
4.6 SELL ALL OR PART OF ENTITLEMENT ON THE ASX
Shareholders wishing to sell all or part of their Entitlement on the ASX, should complete the section headed "Instructions to your Stockbroker" on the back of the accompanying Entitlement and Acceptance Form and forward it to their stockbroker as soon as possible.
Trading of Rights on the ASX is expected to commence on 30 May 2008 and end on 17 June 2008.
The Company accepts no responsibility for any failure by a Shareholder's stockbroker to carry out their instructions.
4.7 ACCEPT PART OF ENTITLEMENT AND SELL BALANCE ON THE ASX
Shareholders wishing to accept part of their Entitlement and sell the balance on the ASX, should complete the relevant parts of the accompanying Entitlement and Acceptance Form as follows:
- indicate in Part A the number of New Shares and New Options to be accepted and the Application Monies; and
- indicate in the "Instructions to your Stockbroker" section on the back of the Form the number of New Shares and New Options accepted and Application Monies and the number of Rights to be sold.
A cheque in Australian dollars must be made payable to "Intec Ltd Share Issue Account " and crossed "Not Negotiable" for the appropriate Application Monies being A\$0.05 per New Share. The New Options are free and require no money to be paid for them upon application.
In this case, Shareholders must send the completed Entitlement and Acceptance Form with the cheque attached to their stockbroker as soon as possible. Payment by way of either credit card or BPAY is not an option when accepting part of their Entitlement and selling the balance on the ASX unless specific arrangements have been made with their stockbroker.
The Company accepts no responsibility for any failure by a Shareholder's stockbroker to carry out their instructions and pass on the Entitlement and Acceptance Form and cheque to the Share Registry.
4.8 ACCEPT PART OF ENTITLEMENT AND ALLOW BALANCE TO LAPSE
Shareholders wishing to accept part of their Entitlement and allow the balance to lapse, should indicate in Part A of the accompanying Entitlement and Acceptance Form the number of New Shares they wish to accept and the Application Monies.
Shareholders should also complete the appropriate section of Part B of the Entitlement and Acceptance Form dependent upon their chosen payment method i.e. cheque (made out to "Intec Ltd Share Issue Account") or credit card and ensure that completed documentation reaches Registries Limited before the Closing Date referred to in Section 4.3 above.
If Shareholders are making payment for their partial Entitlement by way of BPAY, there is no need to send in a completed Entitlement and Acceptance Form. Payments made by BPAY must be before the Closing Date referred to in Section 4.3 above.
4.9 TRANSFER ALL OR PART OF ENTITLEMENT TO ANOTHER PERSON
Issuer sponsored Shareholders who wish to transfer their Entitlement to another person (other than on the ASX), must send the following documents to the Share Registry by the Closing Date per Section 4.3 above:
- a completed standard renunciation form (obtainable from the Share Registry or your stockbroker) signed by both the Shareholder (as seller) and the buyer;
- the Shareholder's original Entitlement and Acceptance Form completed by the buyer; and
- the buyer's cheque for the appropriate Application Monies at A\$0.05 per New Share.
CHESS Shareholders who wish to transfer their Entitlement to another person (other than on the ASX), must contact their sponsoring broker as soon as possible.
4.10 ENTITLEMENTS NOT TAKEN UP
Shareholders are not obliged to accept any of their Entitlement or make any other application for New Shares and New Options. In this event, Shareholders should consider selling their Rights rather than allowing them to lapse. All Entitlements not accepted will form part of the Shortfall which will be dealt with at the discretion of the Directors, in conjunction with the Underwriter, and those Shareholders will receive no benefit.
It is therefore important that, if you wish to receive a benefit, you take action either to accept or sell your Entitlement. If you are in any doubt as to the action you should take, please consult your professional adviser.
The number of Existing Shares you hold and the rights attaching to those Existing Shares will not be affected if you choose not to accept any of your Entitlement. However, your shareholding in INL will be diluted with the subsequent issue of the New Shares.
4.11 ENQUIRIES
Shareholders with questions on how to complete the Entitlement and Acceptance Form should contact the Share Registry by telephone on +61 (02) 9290 9600 or by email to [email protected] or contact their professional advisor.
5. RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES AND NEW OPTIONS
5.1 NEW SHARES
The following is a general description of the more significant rights attaching to the New Shares. This summary is not exhaustive. Full details of provisions relating to rights attaching to the New Shares are contained in the Corporations Act, the ASX Listing Rules and the Company's Constitution, a copy of which is available for inspection at the Company's registered office during normal business hours.
Ranking of Shares
At the date of this Prospectus, all Shares are of the same class and rank equally in all respects. Specifically, the New Shares issued pursuant to this Prospectus will rank equally with the Existing Shares.
Voting Rights
Subject to any special rights or restrictions (at present there are none), at any meeting each member present in person or by proxy has one vote on a show of hands, and on a poll has one vote for each share held in the Company.
Dividend Rights
Subject to any special rights (at present there are none), any dividends that may be declared by the Company are payable on all Shares in proportion to the amount paid up.
Variation of Rights
The rights attaching to the Shares may only be varied by the consent in writing of the holders of three quarters of the Shares, or with the sanction of a special resolution passed at a general meeting.
Transfer of Shares
Subject to the Company's Constitution, the Corporations Act or any other applicable laws of Australia and the ASX Listing Rules, the Shares are freely transferable. The Directors may refuse to register a transfer of Shares only in limited circumstances, such as where the Company has a lien on those Shares.
General Meetings
Each Shareholder is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be furnished to Shareholders under the Company's Constitution, the Corporations Act and the ASX Listing Rules.
Unmarketable Parcels
The Company's Constitution provides for the sale of unmarketable parcels subject to any applicable law and provided a notice is given to the minority Shareholders stating that the Company intends to sell their relevant Shares unless an exemption notice is received by a specified date.
Rights on Winding Up
If the Company is wound up, the liquidator may, with the sanction of a special resolution:
- divide among the Shareholders the whole or any part of the Company's property; and
- decide how the division is to be carried out between the Shareholders.
Subject to any special rights (at present there are none), any surplus assets on a winding up are to be distributed to Shareholders in proportion to the number of Shares held by them irrespective of the amounts paid or credited as paid.
5.2 TERMS OF NEW OPTIONS
The terms of the New Options are set out below. The terms are the same as the Company's existing unlisted options with the exception of the exercise price and expiry date.
- (a) Each New Option will lapse if not exercised on or before 31 December 2009 ("Expiry Date").
- (b) Each New Option shall entitle the holder to subscribe for and to be allotted one Share in the capital of the Company upon exercise of the New Option and payment to the Company of the exercise price of A\$0.08.
-
(c) A New Option may be exercised by the option holder at any time prior to the expiry date by sending a completed and signed notice of exercise, together with the payment of the exercise price and the statement for the New Option, to the Company's Share Registry. A Shareholders' New Options may be exercised in whole or in part, at any time.
-
(d) A notice of exercise is only effective when the Company has received the full amount of the exercise price in cash or cleared funds.
- (e) Subject to any restrictions in the ASX Listing Rules, within 10 days of receipt of a properly executed notice of exercise and the required application funds the number of Shares specified in the notice will be allotted.
- (f) Each statement will bear a suitable form of notice of exercise of the New Options, endorsed on the back of the statement, for completion by the Option holder (if required). If the New Options comprised in any such statement are exercised in part only, before the expiry date, the Company will issue the Option holder with a fresh statement for the balance of the New Options held and not yet exercised.
- (g) The period during which the New Options may be exercised cannot be extended.
- (h) The holder of New Options is not entitled to participate in new issues of securities offered to Shareholders. The holder of New Options can participate in new issues of securities offered to Shareholders if the New Options are exercised before the relevant record date for that new issue.
- (i) If, from time to time before the expiry of the New Options, the Company makes an issue of Shares to Shareholders by way of capitalisation of profits or reserves (a "bonus issue"), other than in lieu of a dividend payment, then, upon exercise of a New Option, the Option holder will be entitled to have issued to it (in addition to the Shares which it is otherwise entitled to have issued to it upon such exercise) additional Shares. The number of additional Shares is the number of Shares which would have been issued to it under that bonus issue ("bonus shares") if on the date on which entitlements were calculated it had been registered as the holder of the number of Shares which it would have been registered as holder if immediately before that date it had exercised its New Options. The bonus shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank equally in all respects with the other Shares allotted upon exercise of the New Options.
- (j) In the event of any reconstruction (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any New Options, all rights of the Option holder will be reconstructed (as appropriate in accordance with the ASX Listing Rules applying to a re-organisation of capital at the time of the re-organisation).
- (k) Shares allotted pursuant to exercise of the New Options will rank equally with the then issued Shares of the Company.
- (l) The Company undertakes to apply for official quotation by ASX of all Shares allotted pursuant to the exercise of any New Options, within 10 Business Days of the date of allotment of those Shares.
- (m) Other than as referred to above, the New Option does not confer the right to a change in exercise price, or a change to the number of underlying securities over which it can be exercised.
(n) Subject to the constitution of the Company, the Corporations Act and the ASX Listing Rules the New Options are freely transferable.
6. CONTINUOUS DISCLOSURE OBLIGATIONS
6.1 TRANSACTION SPECIFIC PROSPECTUS
INL's fully paid ordinary Shares are listed and quoted on the ASX. The New Shares to be issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the official list of the ASX during the 12 months prior to the issue of this Prospectus.
The Company is a "disclosing entity" (as defined by section 111AC of the Corporations Act) and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, INL is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or value of INL's securities.
This Prospectus is issued pursuant to section 713 of the Corporations Act as a transaction specific prospectus. In general terms "transaction specific prospectuses" or "prospectuses for continuously quoted securities" are only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.
This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. It does not contain all the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on ASX.
Having taken such precautions and having made such enquiries as are reasonable, the Company believes it has complied with the general and specific requirements of ASX (as applicable from time to time throughout the 12 months before the issue of this Prospectus) which required INL to notify ASX of information about specified events or matters as they arise, for the purpose of the ASX making that information available to the stock market conducted by the ASX.
The Company believes there is no other information that shareholders or investors would reasonably require for the purposes of making an informed assessment of the assets and liabilities, financial position and performance, profits and losses and prospects of INL and the rights and liabilities attaching to the New Shares and New Options under this Prospectus, which has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules.
6.2 AVAILABILITY OF INFORMATION REGARDING THE COMPANY
INL, as a disclosing entity under the Corporations Act, states that:
(a) it is subject to regular reporting and disclosure obligations;
- (b) copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office; and
- (c) the Company will provide a copy of any of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:
- (i) the annual financial report of INL for the year ended 30 June 2007, being the most recently lodged with ASIC;
- (ii) the half-year financial report of INL for the six months ended 31 December 2007 lodged with ASIC since the lodgement of the annual report referred to in paragraph (i) above; and
- (iii) any continuous disclosure notices given by the Company to the ASX after lodgement of the 2007 annual financial report and before the lodgement of this Prospectus with the ASIC.
Set out below are details of the documents lodged with the ASX in relation to the Company since the date of lodgement of the 2007 Annual Report on 25 September 2007 until the date of this Prospectus. The ASX maintains publicly available information for all listed companies on its internet site (http://www.asx.com.au). INL's announcements can be viewed on this site.
| List of Continuous Disclosure Notices Lodged by the Company since 25 September 2007 |
||
|---|---|---|
| Issue Date | Title of Announcement as Lodged with ASX | |
| 26 September 2007 | Intec Option Plan | |
| 2 October 2007 | Appendix 3B - Grant of Options | |
| 11 October 2007 | Notice of AGM and Proxy Form | |
| 22 October 2007 | Appendix 4C – September 2007 | |
| 25 October 2007 | Interview with Macquarie Digital | |
| 29 October 2007 | Change of Director's Interest Notice (APP3Y) - JRGB | |
| 6 November 2007 | Concentrate Sales Agreement Signed with Balyin | |
| 9 November 2007 | Intec Opens Chinese Representative Office | |
| 13 November 2007 | Final Proxies for 2007 Annual General Meeting | |
| 14 November 2007 | Intec's 2007 AGM Presentation and Chairman's Speech | |
| 15 November 2007 | 2007 AGM Results | |
| 21 November 2007 | Change of Director's Interest Notice (APP3Y) - JRGB | |
| 3 December 2007 | Burnie Demonstration Plan Update | |
| 3 December 2007 | Change of Director's Interest Notice (APP3Y) – PRW | |
| 11 December 2007 | Rail Infrastructure Upgrades to Assist Hellyer Projects | |
| 11 December 2007 | Hellyer Resides Project Development Approval Received | |
| 20 December 2007 | Intec Signs Agreement with Veolia Environmental Services for Valuable Feedstock |
|
| 20 December 2007 | New Managing Director Appointed to Intec Hellyer Metals Pty Ltd |
|
| 21 December 2007 | Change of Director's Interest Notice (APP3Y) - JRGB | |
| 24 December 2007 | Appointment of New Chairman | |
| 2008 | ||
| 11 January 2008 | Work Commences at Hellyer Residues Project Site | |
| 29 January 2008 | December 2007 Quarterly Report (Appendix 4C) |
| 14 February 2008 | EAF dust begins arriving at Hellyer |
|---|---|
| 15 February 2008 | Appendix 3B – Grant of Options under Intec Option Plan |
| 21 February 2008 | Presentation – 3rd Annual Mine Tailings Conference |
| 28 February 2008 | December 2007 – Appendix 4B |
| 28 February 2008 | December 2007 – Half Yearly Report |
| 3 March 2008 | Outotec and Intec sign Technical Collaboration Agreement |
| 17 March 2008 | Change of Director's Interest Notice (APP3Y) – PRW |
| 31 March 2008 | Senior Executive Appointments |
| 31 March 2008 | Hellyer Residues Project Update |
| 7 April 2008 | Intec Exploration Pty Ltd |
| 7 April 2008 | Record Monthly Concentrate Production at Hellyer |
| 7 April 2008 | Response to ASX Query |
| 16 April 2008 | Standard and Poor's Market Access Program |
| 18 April 2008 | Hellyer Residues Project Update |
| 24 April 2008 | March 2008 Quarterly Report (Appendix 4C) |
| 29 April 2008 | Presentation to the Mining Tasmania Conference |
| 2 May 2008 | Intec Metals Recycling Project Update – Acceleration of Stage 2 |
| 6 May 2008 | Intec Commences Trading in USA on International OTCOX |
| 9 May 2008 | Change of Director's Interest Notice (APP3Y) – KGR |
| 16 May 2008 | 2008 Exploration Group Forum Presentations |
| 28 May 2008 | Fully Underwritten Renounceable Rights Issue |
7. RISK FACTORS
In accepting their Entitlements under the Rights Issue, Shareholders will be subscribing for New Shares and New Options in INL. As with any share investment, there are risks involved. This section identifies the major areas of risk associated with an investment in INL, but should not be taken as an exhaustive list of the risk factors to which the Company and its Shareholders are exposed.
7.1 GENERAL INVESTMENT RISKS
Investment Risk
The New Shares and New Options to be issued pursuant to this Prospectus should be considered speculative. They carry no guarantee as to payment of dividends, return of capital or market value. The prices at which the New Shares and New Options trade on the ASX may be above or below the Issue Price paid for the New Shares. While the Directors commend the Rights Issue, Shareholders must make their own assessment of the likely risks and determine whether accepting their Entitlements in INL is appropriate to their own circumstances.
Share Market Risk
The Company proposes to apply to the ASX for quotation of the New Shares and New Options. Share market conditions may affect the listed securities regardless of the operating performance of the Company. Many factors will affect the market price of the securities including local and international stock markets, movements in interest rates, commodity prices and currency fluctuations, general economic outlook and investor sentiment generally. The market price of the New Shares and New Options may fall as well as rise.
Availability of Capital Risk
The ability of the Company to access debt and/or raise equity capital as and when required will be influenced by many factors and may not be available on commercially acceptable terms or may not be available at all.
Commodity Price and Exchange Rate Risk
As the Company's potential earnings will be largely derived from the sale of mineral commodities, either in processed or concentrate forms, the Company's future revenues and cash flows will be impacted by changes in the prices of these commodities. Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include current and expected future supply and demand, forward selling by producers, production cost levels in major metal producing centres as well as macroeconomic conditions such as inflation and interest rates. Furthermore, the international prices of most commodities are denominated in United States dollars while the Company's cost base will continue for some time to be principally in Australian dollars. Consequently changes in the Australian dollar exchange rate will impact on the earnings of the Company. The exchange rate is affected by numerous factors beyond the control of the Company, including interest rates, inflation and the general economic outlook.
Economic Factors and Government Risks
The future viability of the Company is also dependent on a number of factors affecting performance of all industries, including, but not limited to, the following:
- general economic conditions in Australia and its major trading partners;
- changes in Government policies, taxation and other laws;
- the strength of the equity markets in Australia and throughout the world, and in particular investor sentiment towards the commodities (resources) sector;
- movement in, or outlook on, interest rates and inflation rates; and
• natural disasters, social upheaval or war in Australia or overseas.
7.2 RISKS SPECIFIC TO THE COMPANY
Technology and project developments are high risk undertakings, which occasionally provide high rewards. There are also a number of specific risks associated with the Company which may adversely affect the Company's financial position, prospects and price of its listed securities.
Technical Risks
The Intec Processes are not proven at an industrial scale. Although the Intec Process has been substantially proven under demonstration plant conditions, it remains unproven under industrial operating conditions. Accordingly, there is a risk that equipment or design defects, scale-up difficulties, impurity of product and other industrial operating conditions may adversely affect production at an industrial scale Intec Process plant.
Competing Technologies
Even if Intec is able to successfully prove the Intec Processes at an industrial scale, their commercialization may be adversely affected by the emergence of technically and economically viable alternative technologies. The Directors are presently aware of competing technologies (in certain applications), but do not believe them to be as economically and environmentally advantageous as the Intec Processes on the basis of available information. The commercial success or otherwise of the Intec Processes and any viable alternative processes will be dependent on their being adopted by industry producers.
Loss of Personnel
Intec is dependent on specialised and skilled professional employees, the loss of whom and/or the inability to recruit and retain appropriately skilled replacements, would be likely to adversely affect Intec's ability to operate and implement the Intec business plan.
Loss of Intellectual Property Protection
The core technology of the Intec Process has been patented extensively both in Australia and overseas. The Directors do not currently foresee any impediment to the continued orderly registration of the patents in remaining jurisdictions or to Intec's rights to assert exclusive entitlement to the intellectual property which is the subject of the patents.
Nevertheless, there remains a risk that pending patent applications may be denied or that existing patent registrations may be challenged or prove unenforceable in some jurisdictions. Also patents have a finite life (often 20 years from the grant date) though these patents are effectively extended by the subsequent patenting of improvements.
Environmental Bonds & Conditions
The Company's projects are subject to State and Federal laws and regulations regarding environmental matters. Many of the activities and operations of the Company cannot be carried out without prior approval from and compliance with all relevant authorities. Resource activities can be environmentally sensitive and can give rise to substantial costs for environmental rehabilitation, damage control and losses. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws.
The Tasmanian Department of Minerals and Resources (MRT) from time to time reviews the environmental bonds that are placed on tenements. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company. MRT has advised the Company that Bonds will be reviewed on a regular basis commensurate with activities on site and compliance with the operating conditions in the Land Use Permit. The review of Bonds could result in a requirement to lodge additional funds potentially impacting the Company's working capital position.
8. ADDITIONAL INFORMATION
8.1 UNDERWRITING AGREEMENT
Veritas Securities Limited (Veritas) and the Company have entered into an underwriting agreement pursuant to which Veritas has agreed to subscribe (or procure subscription for) any New Shares and New Options offered under the Issue which have not otherwise been subscribed for by the Closing Date. Veritas may appoint sub-underwriters to underwrite this commitment.
Veritas will receive a commission of 6% of the total amount subscribed under the Issue equal to A\$335,760 for acting as underwriter to the Issue. In addition, Veritas will be granted 20 million New Options on terms identical to those allotted under the terms of the Issue. They will also be reimbursed for legal and other out-of-pocket expenses up to a maximum of A\$10,000.
Veritas may terminate the obligation to underwrite the Issue on the happening of one or more of the following market events:
- (a) (Fall in Indices) If before the Closing Date the S&P/ASX Small Resources Index is for a continuous period of at least 48 hours (such period ending at 4.15pm AEST on any Business Day) more than 10% below that Index as at trading close on the last trading day before the date of the mandate agreement entered into by the Company and the Underwriter (the "Mandate Agreement" dated 23 May 2008); or
- (b) (Fall in Metals Prices) If before the Closing Date the Official Cash Zinc Price on the London Metals Exchange (when converted into Australian Dollars at the exchange rate quoted by the Reserve Bank of Australia daily at 4.15pm AEST) is on any particular Business Day more than 10% below that quoted (and likewise converted into Australian dollars) as at trading close on the last trading day before the date of the Mandate Agreement.
In addition, Veritas may in certain circumstances under the Underwriting Agreement terminate the obligation to underwrite the Issue under standard clauses of a kind usually contained in underwriting agreements including in the areas of:
- (a) Matters relating to the Prospectus and the Issue;
- (b) Corporate Governance and Internal Regulatory Matters;
- (c) Business Default and Adverse Change;
- (d) Law and Regulation; and
(e) Economic, Political and Market Matters.
The Company has agreed to indemnify Veritas for any loss and damage it incurs relating to the Issue arising under the underwriting agreement except where arising as a consequence of fraud, wilful misconduct and negligence by Veritas.
8.2 INTERESTS OF DIRECTORS
Except as disclosed below or elsewhere in this Prospectus:
- (a) no Director has or had during the last 2 years, any interest in the formation or promotion of the Company, or in property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Rights Issue or in the Rights Issue itself; and
- (b) no amount of any kind has been paid or agreed to be paid, and no benefit has been given or agreed to be given, to any Director to induce him to become, or to qualify him as a Director, or otherwise for services rendered by him in connection with the formation or promotion of the Company or the Rights Issue, other than legal fees on normal commercial terms (at a rate negotiated and agreed before his appointment to the Board) paid to Mr James R G Bell as a practising solicitor, who has assisted in the preparation and lodgment of this Prospectus.
Directors' Interests in Securities of the Company
The Directors have the following relevant interests in the securities of INL, held either directly or indirectly through associated parties, at the date of this Prospectus. The table below does not take into account any New Shares and New Options the Directors or their associated entities may subscribe for and be granted under the Rights Issue.
| NAME OF DIRECTOR | Number of Shares | Number of Options | ||
|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | |
| Philip Ronald Wood | 659,169 | 1,602,637 c | 5,285,213 h | - |
| Kieran Gregory Rodgers |
100,000 | 263,464 d | 1,200,000 i | 1,803,195 i |
| Kenneth John Severs | 1,444,918 a | - | 1,275,837 j | - |
| Anthony John Moyes | 564,000 b | 986,033 e | - | 2,378,369 k |
| James Russell Godfrey Bell |
120,000 | 712,919 f | 300,000 l | - |
| Trevor Abel Jones | - | 1,269,075 g | 150,000 m | - |
- a. These shares are held jointly with Mrs Severs (Mr Severs' spouse);
- b. 480,000 of these shares are held jointly with Mrs Moyes (Mr Moyes's spouse);
- c. Indirect holdings of Mr Wood are held by Philip R Wood Super Fund (of which Mr Wood is the ultimate beneficiary): 863,329 shares; AMW Wood: 230,948 shares (Mr Wood's spouse); ME Wood: 254,180 (Mr Wood's daughter); and PC Wood: 254,180 shares (Mr Wood's son).
- d. Indirect holdings of Mr Rodgers are held by Mudros Pty Ltd of which Mr Rodgers is a director: 263,464 shares.
- e. Indirect holdings of Mr Moyes are held by Folara Pty Ltd ATF Folara Superannuation Fund (of which Mr Moyes is a beneficiary): 986,033 shares.
- f. Indirect holdings of Mr Bell are held by The JRG Bell Super Fund (of which Mr Bell is the ultimate beneficiary): 632,919 shares; and related persons other than Mr Bell's immediate family: 80,000 shares.
- g. Indirect holdings of Mr Jones are held by Claronga Pty Ltd (of which Mr Jones is a director): 850,000 shares and Reachage Pty Ltd (of which Mr Jones is a director): 419,075 shares.
- h. A total of 5,285,213 options of which 570,623 options are exercisable at 10 cents on or before 26 November, 2008; 1,014,590 options are exercisable at 6.9 cents on or before 24 February, 2010; 1,200,000 options are exercisable at 11 cents on or before 30 August, 2011; and 2,500,000 options are exercisable at 15 cents on or before 25 September, 2012.
- i. A total of 1,200,000 options are held directly by Mr Rodgers and exercisable at 15 cents on or before 25 September, 2012. Indirect holdings of Mr Rodgers are held by Mudros Pty Ltd (of which Mr Rodgers is a director): a total of 1,803,195 options of which 427,520 options are exercisable at 10 cents on or before 26 November, 2008; 475,675 options are exercisable at 6.9 cents on or before 24 February, 2010; 900,000 options are exercisable at 11 cents on or before 30 August, 2011;
- j. A total of 775,837 options of which 140,302 options are exercisable at 10 cents on or before 26 November, 2008; 335,535 options are exercisable at 6.9 cents on or before 24 February, 2010; 300,000 options are exercisable at 11 cents on or before 30 August, 2011; and 500,000 options are exercisable at 15 cents on or before 25 September, 2012.
- k. Indirect holdings of Mr Moyes are held by Folara Pty Ltd ATF Folara Superannuation Fund (of which Mr Moyes is a beneficiary): a total of 2,378,69 options of which 753,537 options are exercisable at 10 cents on or before 27 November, 2008; 804,832 options are exercisable at 6.9 cents on or before 24 February, 2010; 700,000 options are exercisable at 11 cents on or before 30 August, 2011; and 120,000 options are exercisable at 11 cents on or before 25 September, 2012;
- l. A total of 300,000 options exercisable at 15 cents on or before 25 September, 2012.
- m. A total of 150,000 options exercisable at 15 cents on or before 25 September, 2012
Directors' Remuneration
The Constitution provides that each Director is entitled to such remuneration from the Company as the Directors decide, but the total amount provided to all Non-Executive Directors must not exceed in aggregate the amount fixed by the
Company in a general meeting. The aggregate remuneration for all Non-Executive Directors has been set at an amount of A\$400,000 per annum as approved by shareholders at the general meeting of the Company on 14 November 2007. During the 208 financial year, the Directors have resolved that Non-Executive Director's fees will be A\$71,500 per annum for the Chairman and A\$55,000 per annum for non-executive directors, inclusive of statutory superannuation contributions.
8.3 INTERESTS OF EXPERTS AND ADVISERS
This Section 8.3 applies to a person named in the Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Prospectus, a promoter of the Company and the Underwriter, collectively referred to as Prescribed Persons.
Other than as set out below or elsewhere in this Prospectus, no Prescribed Person has or had during the last two years:
- any interest in the formation or promotion of the Company, or in any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Rights Issue, or in the Rights Issue itself; and
- no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given for services rendered by such persons in connection with the formation or promotion of the Company or the Rights issue.
Veritas Securities Limited is acting as Underwriter and Lead Manager for the Rights Issue and will be paid a management fee of 1% of the total amount raised by the Rights Issue, and an underwriting fee of 5% of the Underwritten Amount (together equating to approximately A\$336,000) . Veritas is also entitled to reimbursement of out of pocket expenses. Veritas has not been paid any amounts by the Company during the last two years, other than fees for professional services totaling approximately A\$110,000.
Registries Limited continues to act as Share Registry to the Company.
Unless otherwise stated all amounts disclosed in this section are exclusive of any goods and services tax payable.
8.4 CONSENTS AND DISCLAIMERS OF RESPONSIBILITY
The following parties have given, and have not before lodgement of this Prospectus withdrawn, their written consents in accordance with the Corporations Act with respect to this Prospectus in both paper and electronic form to be named in the form and context in which they are included:
- Veritas Securities Limited in the capacity of Underwriter and Lead Manager for the Rights Issue; and
- Registries Limited in the capacity of the Share Registry to the Company;
Each of the parties referred to in this Section 8.4:
- has not authorised or caused the issue of this Prospectus;
- has not made any statement in this Prospectus, or any statement on which a statement in the Prospectus is based, other than as specified in this Section;
- makes no express or implied representation or warranty in relation to the Company, this Prospectus or the Rights Issue;
- was not involved in the preparation of this Prospectus or any part of it except where expressly attributed to that person; and
- to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name or as specified in this Section.
8.5 EXPENSES OF THE RIGHTS ISSUE
The estimated expenses based on raising the Underwritten Amount of A\$5,600,000 pursuant to the Rights Issue are as follows:
| ESTIMATED EXPENSES OF THE RIGHTS ISSUE | A\$000 | |
|---|---|---|
| Underwriting fees | 336 | |
| ASX quotation fees (New Shares and New Options) | 20 | |
| Legal and consulting fees | 25 | |
| Printing, postage and share registry fees | 20 | |
| ASIC fees | 2 | |
| TOTAL ESTIMATED EXPENSES | 403 |
9. DIRECTORS' AUTHORISATION AND CONSENT
This Prospectus is authorised and issued by the Company. Each of the Directors has consented in writing to the lodgement of this Prospectus with ASIC.
Signed on behalf of the Directors pursuant to a resolution of the Board.
28 May 2008
Philip R Wood Managing Director & Chief Executive Officer
10. GLOSSARY OF DEFINED TERMS
In this Prospectus, unless the contrary intention appears, the following words have the following meanings.
"Application Monies" are monies received by the Company for New Shares.
"AEST" is Australian Eastern Standard Time
"ASIC" is the Australian Securities and Investments Commission.
"ASX" is ASX Limited ACN 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.
"ASX Listing Rules" are the Listing Rules of ASX.
"Board" is the Board of Directors of INL.
"Business Day" is any day which is defined to be a Business Day pursuant to the ASX Listing Rules.
"cents" is Australian cents
"CHESS" is the ASX Clearing House Electronic Sub-register System.
"Closing Date" is (INSERT DATE)or such later date as the Directors, in conjunction with the Underwriters, may determine subject to the ASX Listing Rules.
"Company" is Intec Ltd ABN 25 001 150 849.
"Constitution" is the constitution of the Company as at the date of this Prospectus.
"Corporations Act" is the Corporations Act 2001 (Cth).
"Director" is a director of INLINL.
"Dollars" is Australian dollars
"Eligible Shareholder" is a Shareholder with a registered address in Australia and New Zealand.
"Entitlement" is the pro rata entitlement of Shareholders to New Shares and New Options by virtue of their shareholding at the Record Date.
"Entitlement and Acceptance Form" is the entitlement and acceptance form attached to or accompanying this Prospectus that sets out:
- (a) the Entitlement of Shareholders to subscribe for New Shares pursuant to the Rights Issue; and
- (b) an application for additional New Shares to be issued from any Shortfall.
"Existing Options" are the Options in the Company on issue at the date of this Prospectus.
"Existing Shares" are the Shares in the Company on issue at the date of this Prospectus.
"Foreign Shareholder" is a Shareholder with a registered address outside Australia and New Zealand.
"INL" or "Intec" is Intec Ltd ABN 25 001 150 849.
"New Options" are the options to acquire Shares at an exercise price of A\$0. 10 on or before 30 June 2009 being offered as part of the Rights Issue on the basis of 1 New Option for each New Share subscribed for and granted.
"New Shares" are Shares issued pursuant to the Rights Issue.
"Option" is an option to acquire a Share subject to the terms and conditions of issue of the option.
"Prospectus" is this Prospectus dated 28 May 2008 issued by INL for the Rights Issue.
"Record Date" is 5.00pm (AEST) on 6 June 2008 being the date for determination of Entitlements of Shareholders to participate in the Rights Issue.
"Rights" are the rights to subscribe for New Shares under this Prospectus.
"Rights Issue" is the renounceable offer of New Shares to Shareholders on the basis of one New Share for every five Existing Shares held on the Record Date at an issue price of A\$0.05 per New Share together with 1 free attaching New Option for every New Share subscribed for and granted.
"Section" is a section of this Prospectus.
"Share" is a fully paid ordinary share in the capital of the Company.
"Shareholder" is a holder of Shares in INL.
"Share Registry" is Registries Limited
"Shortfall" is those New Shares for which valid applications have not been received by the Closing Date under the Rights Issue.
"Underwriter" is Veritas Securities Limited ACN 008 896 311.
"Underwriting Agreement" is the agreement dated 28 May 2008 between the Underwriter and the Company.
"Underwritten Amount" of the Rights Issue is A\$5,600,000.
"Veritas" is Veritas Securities Limited.
"A\$" is Australian dollars.





www.intec.com.au

| STOCK BROKER USE ONLY | |||
|---|---|---|---|
| Date | Entitlement Reduced to |
Signed By | |
ENTITLEMENT & ACCEPTANCE FORM
Renounceable 1 for 5 Rights Issue of up to 111,919,975 Ordinary shares at an issue price of A\$0.05 per share with a I for I free attaching option exercisable at A\$0.08 by 31 December 2009
| Subregister: | ||
|---|---|---|
| HIN / SRN: | ||
| Entitlement No.: | ||
| Number of Shares held at 5pm AEST on 6 June 2008 |
shares@record/shares@record |
A Rights Acceptance Entitlement to Ordinary Shares Amount Per Share Payable on Application Total Amount Payable X A\$0.05 = A\$
If you wish to accept your FULL ENTITLEMENT please complete and return this form WITH YOUR PAYMENT FOR THE TOTAL AMOUNT SHOWN ABOVE. The return of this form by 5.00pm AEST on Tuesday, 24 June 2008 with payment will constitute your acceptance of your Entitlement.
If you wish to accept ONLY PART OF YOUR ENTITLEMENT please complete this form showing in the box below the NUMBER OF SHARES BEING ACCEPTED and the appropriate amount payable.
| No. of Shares accepted, being | Amount per share payable on | Amount of Cheque/s | ||
|---|---|---|---|---|
| not more than Entitlement | application | attached | ||
| X | A\$0.05 | = | A\$ |
B Payment
Payment may only be made by BPAY, cheque or credit card. Cash will not be accepted via either the mail or at Registries Limited. Payments cannot be made at any bank.
Payment Option 1 - BPAY
| Biller Code: XXXX | Telephone & Internet Banking - BPAY® Contact your bank, credit union or building society to make this payment from your |
|---|---|
| Customer Ref No: | account. More info: www.bpay.com.au ® Registered to BPAY Ltd ABN 69 079 137 518 |
• To pay via BPAY please contact your participating financial institution
- If paying by BPAY you do not need to return the Entitlement and Acceptance Form
- If paying by BPAY the payment received divided by the issue price will be deemed to be the total number of New Shares you are applying for.
Payment Option 2 – Cheque (Record cheque details below)
| DRAWER | CHEQUE NO. | BSB NO. | ACCOUNT NO. | AMOUNT \$AUD | |||
|---|---|---|---|---|---|---|---|
| \$ | |||||||
| • Only cheques or bank drafts in Australian dollars and drawn on a bank or financial institution in Australia will be accepted. • Your cheque or bank draft must be made payable to "Intec Ltd Share Issue Account" and crossed Not Negotiable. • Please ensure that you submit the correct amount. Incorrect payments may result in your application being rejected. |
|||||||
| Payment Option 3 – Credit Card Payment (Record credit card details below) | |||||||
| Mastercard Visa Bankcard (mark the appropriate box) |
|||||||
| Card No: | / Expiry Date: |
||||||
| Name on Credit Card: | Signature: | ||||||
| C Contact Details |
|||||||
| CONTACT NAME | EMAIL ADDRESS | TELEPHONE – WORK | TELEPHONE - HOME |
PLEASE REFER TO REVERSE FOR LODGING INSTRUCTIONS.
Important Information: This document is important and requires your immediate attention. If in doubt consult your stockbroker, solicitor, accountant or other professional advisor without delay.
The Rights Issue is not being extended to any Shareholders whose registered address is outside Australia and New Zealand and to whom it would be unlawful to do so under applicable securities laws.
ACCEPTANCE OF THE OFFER
By either returning the Entitlement and Acceptance Form with payment to Registries Limited, or making payment by BPAY, by 5.00pm AEST on Tuesday, 24 June 2008:
- you represent and warrant that you have read and understood the Prospectus and that you acknowledge the matters, and make the warranties and representations, and agree to the terms and conditions set out in the Prospectus.
- you represent and warrant that if you have a registered address outside of Australia and New Zealand it is lawful for you to participate in the Rights Issue under your applicable securities law;
- you provide authorisation to be registered as the holder of New Shares acquired by you and agree to be bound by the constitution of Intec Ltd: and
- your application to acquire New Shares is irrevocable and may not be varied or withdrawn except as allowed by law.
HOW TO ACCEPT NEW SHARES OFFERED
1. BPAY payment method: The total amount payable to accept your Entitlement in full is shown in section A on the front of this form. Contact your Australian bank, credit union or building society to make this payment from your account. For more information visit: www.bpay.com.au. Refer to the front of this form for the Biller Code and Customer Reference Number. Payments must be received by BPAY before 5.00 pm AEST on Tuesday, 24 June 2008.
If the BPAY payment is for any reason not received in full, Intec Ltd may treat you as applying for as many New Shares as the cleared monies will pay for. Shareholders using the BPAY facility will be bound by the provisions relating to this offer. You are not required to submit this Entitlement and Acceptance Form if you elect to make payment using BPAY.
- 2. Cheque payment method: The total amount payable to accept your Entitlement in full is shown in section A on the front of this form. Complete your payment details in section B and send your cheque/bank draft and the completed Entitlement and Acceptance Form to Registries Limited at the address shown below so as to be received before 5.00pm AEST on Tuesday, 24 June 2008.
- 3. Credit Card payment method: The total amount payable to accept your Entitlement in full is shown in section A on the front of this form. Complete your credit card details and sign in section B and send the completed Entitlement and Acceptance Form to Registries Limited at the address shown below so as to be received before 5.00pm AEST on Tuesday, 24 June 2008.
Postal delivery: Intec Ltd Entitlement Offer C/- Registries Limited GPO Box 3993 SYDNEY NSW 2001
Hand Delivery: Intec Ltd Entitlement Offer C/- Registries Limited Level 7, 207 Kent Street SYDNEY NSW 2000
TO ACCEPT SOME OF THE NEW SHARES OFFERED AND SELL THE REMAINING RIGHTS THROUGH A STOCKBROKER
Insert in the boxes on the front of this form:
- the number of New Shares accepted; and
- the amount of the cheque for those New Shares.
Indicate in the "Instructions to Your Stockbroker" section below, the number of New Shares you intend to accept, the amount of your cheque for those New Shares (payment by either credit or BPAY is not an option in this circumstance) and the number of Rights which you intend to sell and send this form to your stockbroker with your cheque for the New Shares accepted. Trading in Rights commences on 2 June 2008 and ceases on 17 June 2008 by which time sale of your Rights must be completed.
TO SELL ALL YOUR RIGHTS THROUGH A STOCKBROKER
Insert the information required in the "Instructions to Your Stockbroker" section below and send this form to your stockbroker. Trading in Rights commences on 2 June 2008 and ceases on 17 June 2008 by which time sale of your Rights must be completed.
TO RENOUNCE SOME OR ALL OF YOUR RIGHTS OTHER THAN THROUGH A STOCKBROKER (ISSUER SPONSORED HOLDERS)
Obtain a Standard Renunciation Form(s) from your stockbroker or Registries Limited. Complete the Standard Renunciation Form(s) with the number of Rights you are renouncing, making sure that it is signed by both you and the buyer and your SRN (Securityholder Reference Number) is noted. If you are accepting some of the New Shares offered, insert in the boxes on the front of this form:
- the number of New Shares accepted, and
- the amount of either your cheque or your credit card details for those New Shares (BPAY is not an option in this circumstance).
Lodge the Standard Renunciation Form(s) and the Entitlement and Acceptance Form with Registries Limited at the address shown above by 5pm AEST on Tuesday, 24 June 2008, together with your cheque or provision of credit card details for any New Shares you are accepting. Trading in Rights commences on 2 June 2008 and ceases on 17 June 2008 by which time sale of your Rights must be completed.
IF YOU HAVE ANY QUAESTIONS, PLEASE CONTACT REGISTRIES LIMITED FOR ASSISTANCE ON 1300 737 760.
Instructions to Your Stockbroker
To be completed and sent to your stockbroker only if you wish to sell either all or part of your Rights. Please insert the appropriate number in each of the boxes below:
Number of the New Shares which I intend to ACCEPT
Number of Rights which I intend to SELL
I attach a cheque/draft for the full amount of New Shares accepted \$
| œ | |||
|---|---|---|---|

| STOCK BROKER USE ONLY | ||||
|---|---|---|---|---|
| Date | Entitlement Reduced to |
Signed By | ||
ADDITIONAL SHARE APPLICATION FORM
at an issue price of A\$0.05 per share with a I for I free attaching option exercisable at A\$0.08 by 31 December 2009
| Subregister: | ||
|---|---|---|
| HIN / SRN: | ||
| Entitlement No.: | ||
| Number of Shares held at 5pm AEST on 6 June 2008 |
shares@record/shares@record |
Shareholders wishing to accept all of their Entitlement may also apply for additional New Shares (and New Options) under the Shortfall at the same issue price of A\$0.05 each. The allocation of these additional New Shares (and New Options) will be limited to any Shortfall and the Underwriter in consultation with the Directors, reserves the right to allocate any Shortfall at its absolute discretion.
A Additional Shares
Enter below the number of Additional Shares you wish to apply for

B Payment
Payment may only be made by BPAY, cheque or credit card. Cash will not be accepted either via the mail or at Registries Limited. Payments cannot be made at any bank.
Payment Option 1 - BPAY
| Biller Code: XXXX Customer Ref No: |
Telephone & Internet Banking - BPAY® Contact your bank, credit union or building society to make this payment from your cheque, credit or savings account. More info: www.bpay.com.au ® Registered to BPAY Ltd ABN 69 079 137 518 |
|---|---|
| --------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
• To pay via BPAY please contact your participating financial institution
- If paying by BPAY you do not need to return the Additional Share Application Form
- If paying by BPAY the payment received divided by the issue price will be deemed to be the total number of New Shares you are applying for.
Payment Option 2 – Cheque (Record cheque details below)
| DRAWER | CHEQUE NO. | BSB NO. | ACCOUNT NO. | AMOUNT \$AUD |
|---|---|---|---|---|
| A\$ | ||||
| • • • |
Only cheques or bank drafts in Australian dollars and drawn on a bank or financial institution in Australia will be accepted. Your cheque or bank draft must be made payable to "Intec Ltd Share Issue Account" and crossed Not Negotiable. Please ensure that you submit the correct amount. Incorrect payments may result in your application being rejected. |
Payment Option 3 – Credit Card Payment (Record credit card details below)
| Mastercard | Visa | Bankcard | (mark the appropriate box) | |
|---|---|---|---|---|
| Card No: | Expiry Date: | / | ||
| Name on Credit Card: | Signature: |
C Contact Details
| CONTACT NAME | EMAIL ADDRESS | TELEPHONE – WORK | TELEPHONE - HOME |
|---|---|---|---|
PLEASE REFER TO REVERSE FOR LODGING INSTRUCTIONS.
Important Information
This document is important and requires your immediate attention. If in doubt consult your stockbroker, solicitor, accountant or other professional advisor without delay The Rights Issue is not being extended to any Shareholders whose registered address is outside Australia and New Zealand and to whom it would be unlawful to do so under applicable securities laws.
ACCEPTANCE OF THE OFFER
By either returning the Additional Share Application Form with payment to the Registries Limited, or making payment by BPAY, by 5.00pm AEST on Tuesday, 24 June 2008:
- you represent and warrant that you have read and understood the Prospectus and that you acknowledge the matters, and make the warranties and representations, and agree to the terms and conditions set out in the Prospectus.
- you represent and warrant that if you have a registered address outside of Australia and New Zealand it is lawful for you to participate in the Rights Issue under your applicable securities law;
- you provide authorisation to be registered as the holder of New Shares acquired by you and agree to be bound by the constitution of Intec Ltd: and
- your application to acquire New Shares is irrevocable and may not be varied or withdrawn except as allowed by law.
HOW TO APPLY FOR ADDITIONAL SHARES (IF AVAILABLE)
1. BPAY payment method: Contact your Australian bank, credit union or building society to make this payment from your account. For more information visit: www.bpay.com.au. Refer to the front of this form for the Biller Code and Customer Reference Number. Payments must be received by BPAY before 5.00 pm AEST on Tuesday, 24 June 2008.
Shareholders using the BPAY facility will be bound by the provisions relating to this offer. You are not required to submit this Additional Share Application Form if you elect to make payment using BPAY.
- 2. Cheque payment method: Enter in section A the number of Additional Shares you wish to apply for then multiply by A\$0.05 and enter the consideration in the amount payable box. Complete your payment details in section B and send your cheque/bank draft and the completed form to Registries Limited at the address shown below so as to be received before 5.00pm AEST on Tuesday, 24 June 2008
- 3. Credit Card payment method: Enter in section A the number of Additional Shares you wish to apply for then multiply by A\$0.05 and enter the consideration in the amount payable box. Complete your credit card details and sign in section B and send the completed form to Registries Limited at the address shown below so as to be received before 5.00pm AEST on Tuesday, 24 June 2008.
Postal delivery: Intec Ltd Entitlement Offer C/- Registries Limited GPO Box 3993 SYDNEY NSW 2001
Hand Delivery: Intec Ltd Entitlement Offer C/- Registries Limited Level 7, 207 Kent Street SYDNEY NSW 2000
IF YOU HAVE ANY QUAESTIONS, PLEASE CONTACT REGISTRIES LIMITED FOR ASSISTANCE ON 1300 737 760.