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SPENDA LIMITED — Capital/Financing Update 2012
Aug 2, 2012
65849_rns_2012-08-02_37acdd54-80ad-43c2-a794-b6df581973c0.pdf
Capital/Financing Update
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Motopia Limited (soon to be renamed “ ausbase minerals ”) ABN 67 099 084 143 Level 11, 446 Collins Street Melbourne VIC 3000 t +61 3 8678 1746 f +61 3 8678 1747
**ASX
Announcement**
3[rd] August 2012
**MARKET
UPDATE**
The Directors of Motopia Limited (ASX:MOT) , soon to be renamed “ ausbase minerals ”, ( the Company ) are pleased to provide the following update to the market about its proposed acquisition of mining interests in Cyprus ( TDL Acquisition ) and of its company activities.
**Capital
raising activities**
At the General Meeting held on April 30[th] 2012, the Company obtained approval from shareholders to issue shares with a total combined value of up to $1,000,000.
The Company is pleased to advise that as of the date of this Announcement it has raised a total of $247,000 at a price of $0.007 per placement share.
Each investor who has taken up the placement will be granted one free option for every two placement shares (subject to shareholder approval).
The funds raised are primarily being used for the purposes of assisting the Company to complete the preparation of a Prospectus and undertaking the re-‐compliance process in accordance with Chapters 1 and 2 of the ASX Listing Rules.
The Company will continue to pursue further capital raising opportunities and will keep the market informed of these developments.
**Update
on site visit to Cyprus**
The Company also wishes to provide the market an update with respect to the site visit which concluded on the 15[th] of July.
Directors of the Company, Frank Vetrone and Gernot Abl, completed a site visit of the main Cyprus mining interests whilst accompanied by Dr Louis Bucci from SRK Consulting and our Geological Consultant Dr Mike Green.
We were able to reaffirm previous findings in terms of location and ease of access via sealed roads and fire tracks. We were able to access historical adits and view historical drillholes. We also accessed a number of abandoned mine sites – all located within our tenements.
We met with the project vendors who coordinated a meeting with the Head of Mines Services and representatives of the Mines Department of Cyprus.
The Mines Service representatives were extremely helpful in facilitating our requests for previously unavailable data and we have since been afforded unfettered access to all historical information contained within the Department.
The Directors also met with our legal representation in Cyprus in an effort to accelerate the completion of any legal and tax due diligence requirements.
Motopia Limited (soon to be renamed “ ausbase minerals ”) ABN 67 099 084 143 Level 11, 446 Collins Street Melbourne VIC 3000 t +61 3 8678 1746 f +61 3 8678 1747
**Proposed
structure of Offer**
The Company will be seeking shareholder approval to issue a Prospectus for an offer of up to 25,000,000 New Shares at an issue price of $0.20 per New Share to raise a maximum of $5,000,000. The minimum subscription for the Offer is $3,000,000.
It is proposed that a Priority Offer of 5,000,000 New Shares will be offered to investors who are existing Shareholders as at the Priority Offer Record Date as well as a Public Offer which is open to all other investors.
Subject to the completion of the TDL Acquisition, the Company’s successful relisting of ASX and obtaining all necessary approvals, it is the intention of the Company to consider making an offer of Loyalty Options to Shareholders on the register of members as at the date which is approximately 3 months after the Company as relisted on the ASX. The Company will apply to ASX to have the Loyalty Options listed for Official Quotation.
As noted, the issue of Loyalty Options and the New Shares under a Prospectus is subject to all relevant regulatory and shareholder approvals being obtained.
**Update
on indicative timetable**
The Directors have determined that it is appropriate for the Investigative Accountants Report to be based on the Company’s Year End 2012 audited accounts.
Furthermore, as part of the condition precedent requirements under the TDL Acquisition, the Company is awaiting finalisation of the audited accounts for TDL.
Both of these events mean that the indicative timetable previously released will be delayed.
Accordingly, consistent with Listing Rule 11.1.3 and Guidance Note 12, the revised indicative timetable for implementing the TDL Acquisition and compliance with Chapters 1 and 2 of the ASX Listing Rules, is as follows:
| Event | Indicative date |
|---|---|
| Dispatch of notice of general meeting seeking shareholder approval | 1 September 2012 |
| of proposed transactions, change in nature and scale of activities, etc | |
| Lodge Prospectus with ASIC and ASX | 7 September 2012 |
| Opening Date of Priority and Public Offer | 14 September 2012 |
| Date of general meeting and suspension of trading in MOT shares | 1 October 2012 |
| Closing date of Priority Offer | 30 September 2012 |
| Closing date of Public Offer | 14 October 2012 |
| Completion of Proposed Transaction | 19 October 2012 |
| Issue of shares under the Prospectus | 19 October 2012 |
| Dispatch of holding statements | 19 October 2012 |
| Anticipated date ASX trading resumes | 29 October 2012 |
Motopia Limited (soon to be renamed “ ausbase minerals ”) ABN 67 099 084 143 Level 11, 446 Collins Street Melbourne VIC 3000 t +61 3 8678 1746 f +61 3 8678 1747
Please note that these dates are indicative only and subject to change.
It should also be noted that the Company may be required to convene other general meetings in order to approve other resolutions as may be required by the Company from time to time pursuant to the ASX Listing Rules and/or the Corporations Act.
For further information contact: Justyn Stedwell Company Secretary T: +61 3 8678 1746 F: +61 3 8678 1747