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STRIKE RESOURCES LIMITED Capital/Financing Update 2005

Mar 28, 2005

65855_rns_2005-03-28_5202f8b2-818f-4535-a1a0-e8625929469f.pdf

Capital/Financing Update

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Tuesday, 29 March 2005

MARKET ANNOUNCEMENT

Settlement of Classification Agreement with Data Base Systems

As reported in Fast Scout Limited's (FSL) recent half year and annual reports, the Company is mindful of its capital position in relation to the commercial advancement of its Virtual Web Internet filtering and monitoring solution relative to its capacity to fund such advancement.

The Company believes that given the significant size of its existing database of classified businessrelated websites already provided under the Portal Classification Agreement between FSL and Data Base Systems Limited (DBS) dated 29 December 1999 (PCA), and given the development of the three different access modes of Virtual Web for ISA Server 2000 (which allow for user customisation of access to Internet websites) that it was appropriate to review the commercial benefits to be received by the further classification of websites from DBS.

Pursuant to the PCA, DBS is required to classify a total of 3,146,000 business-related websites (over a 5 1/2 year period).

In this regard, FSL has previously reported that it was in discussions with DBS with respect to either renegotiating the terms of or seeking a mutually acceptable early termination of the PCA.

The Company has now reached agreement with DBS for the settlement and early termination of the PCA. Under the proposed settlement, which is subject to shareholder approval and assessment by an Independent Expert, FSL will issue 22,087,210 new shares (at an issue price of 2 cents each) and pay $101,913 cash to DBS to settle an outstanding cash amount payable to DBS of $951,430.

FSL has received a net total of 1,980,934 classified websites from DBS in respect of classification works performed up to 28 February 2005.

Current Status of Classification Works under the Portal Classification Agreement

As at 28 February 2004, the outstanding matters pursuant to the PCA with DBS may be summarised as follows:

Amount payable to DBS in respect of unpaid invoices rendered for
works performed from October 2004 to February 2005 $135.884
Balance of websites to be classified by DBS 1.165.066
Term outstanding (to April 2006) 14 months
Balance of cash component payable to DBS by FSL $815.546

www.fastscout.com

FAST SCOUT LIMITED

A.B.N. 94 088 488 724

Level 14, 221 St Georges Terrace, Perth WA 6000 $T$ | + 61 (8) 9214 9700 $F$ | + 61 (8) 9322 1515

The Settlement Proposal

The FSL and DBS have reached agreement for the PCA and the outstanding accounts payable owed by FSL to DBS to be terminated as follows:

  • ${1}$ FSL will pay DBS 50% of the outstanding cash component of the balance of websites to be classified under the PCA, being $815,546 (as at 28 February 2005), to be satisfied by the issue of 20,388,655 shares in FSL at an issue price of 2 cents per share;
  • $(2)$ FSL will pay DBS $135,884 in respect of current invoices for works already performed up to 28 February 2005 which are payable to DBS, to be satisfied by 75% cash ($101,913.30) and 25% by the issue of 1,698,555 shares in FSL at an issue price of 2 cents per share;
  • $(3)$ FSL will pay DBS in the same manner as (2) above (i.e. 75% cash and 25% by the issue of shares at 2 cents per share) in respect of normal levels of classification works performed by DBS under the PCA from 1 March 2005 until the date of FSL shareholder approval for the proposed settlement of the PCA;
  • ${4}$ FSL to apply for quotation on ASX of the new shares issued to DBS under (1), (2) and (3) above;
  • DBS will retain its balance of pre-paid shares in FSL; $(5)$
  • ${6}$ Neither party shall have any further rights against the other party (including as to the requirement for provision of services or payment of money); and
  • $(7)$ The proposed termination and issue of shares to DBS therein as above will be subject to and conditional upon FSL obtaining the approval of its shareholders in accordance with the Corporations Act 2001 and the ASX Listing Rules (as appropriate).

As a result of the share issues proposed in the above settlement (save for any shares to be issued under item 3)), DBS's holding in FSL will increase from 50,226,700 shares (61.56%) to 72,313,910 shares (69.75% of FSL's expanded total issued share capital of 103,680,491 shares).

The Company notes that the new shares to be issued to DBS under the above proposed settlement is at a price of 2 cent per share, which compares with:

Cents per share
NTA backing per share as at 31 December 2004 1.31
Weighted volume average share price for FSL shares in the previous:
3 months 1.84
6 months 1.70
12 months 1.80

General Meeting and Independent Expert's Report

The proposed settlement of the PCA will be put to FSL shareholders at a general meeting at which DBS will be excluded from voting. Furthermore, an Independent Expert's Report has been commissioned for inclusion in the notice of meeting documentation to assess whether the settlement proposal with DBS is fair and reasonable to the unassociated shareholders of FSL.

About Fast Scout's Virtual Web Internet Filtering and Monitoring Solution

Fast Scout's Virtual Web for Microsoft ISA Server 2000 is designed as a plug-in application that enhances and adds to the security features of ISA Server 2000 to allow organisations to more effectively control and monitor their Internet access. Microsoft ISA Server 2000 is an enterprise firewall and Web cache designed to help provide secure, fast, and manageable Internet connectivity and is widely used by organisations around the world. The Company has received Microsoft Certified Partner (MCP) Status for the Virtual Web for Microsoft ISA Server solution.

Fast Scout has also teamed up with another Australian public listed company. WebSpy Limited, to add comprehensive monitoring and reporting functionality to Virtual Web.

Virtual Web for ISA Server 2000 comes pre-configured with three different access modes:

  • Lockdown mode, which is the most secure in that it allows access only to web sites that $\bullet$ have been pre-approved;
  • Preview mode, which warns users each time they are about to access a website that has not yet been pre-approved; and
  • Protected mode, which allows users greater freedom, blocking access only to known $\blacksquare$ objectionable or inappropriate websites.

Prospective customers from anywhere in the world can download a free, fully functioning evaluation copy of Fast Scout's Virtual Web software from the Virtual Web website (www.virtualweb.com.au) and install it within minutes.

Fast Scout also introduced Virtual Web to key world markets through its relationship with WebSpy, who have dedicated distribution and sales channels in the United States and the United Kingdom and recorded sales in the United States, Canada, England and Belgium. In July 2004, the Company formally appointed WebSpy as a worldwide reseller for Virtual Web.

The Company remains cautious about preserving its cash reserves and will continue to monitor its sales and marketing activity to ensure an appropriate balance between revenues and expenditure.

For Further information:

Victor Ho Director and Company Secretary Ph: (08) 9214 9700 Email: [email protected]