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STRIKE RESOURCES LIMITED Capital/Financing Update 2006
65855_rns_2006-11-08_efbea0cb-cbb9-41ff-8595-3e2e6a11419d.pdf
Capital/Financing Update
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8 November 2006
Dear Shareholder
SHARE PURCHASE PLAN OFFER
I am pleased to provide you with this Share Purchase Plan (SPP) under which you are entitled to subscribe for up to a maximum of ~$5,000 worth of Strike Resources Limited (SRK) shares at an issue price of $1.30 each.
On 24 October 2006, the Company was pleased to announce the completion of a $3 million share placement to institutional, professional and sophisticated investors. The Company has determined to allow current shareholders the opportunity to also subscribe for shares at the same price ($1.30) per share) through this SPP.
The SPP issue price represents a 20% discount to the volume weighted average price (VWAP) of SRK in the one month, and a 26% discount to SRK's VWAP in the 5 day period, prior to the date of the SPP announcement on 24 October 2006. The discount is 19% to SRK's VWAP in the 5 day period up to and including 7 November 2006.
Key Dates for the SPP
| Record Date for SPP: | 8 November 2006 |
|---|---|
| SPP Opens: | 10 November 2006 |
| -SPP Closes: - | 5:00 pm (Perth time) on 21 November 2006 |
The SPP is to raise a maximum of $\sim$ $5 million (before costs) from the issue of up to approximately 3,846,154 new shares. The funds raised will ensure the timely advancement of exploration, evaluation and development of the Company's mineral projects and in particular, the Company's Peruvian iron-ore projects..
Further details of the Company's recent achievements and current operations and projects are set out in the Company's most recent September 2006 Quarterly Report released on 1 November 2006. A copy of this report is enclosed.
Shareholders are encouraged to lodge their application early as the Directors reserve the right to close the SPP earlier.
Full details of the terms of this SPP are attached and the Directors urge you to read the entire document carefully before deciding whether or not to subscribe for new shares in the Company.
If you have any questions in respect of the SPP please contact the Company Secretary by telephone on (08) 9214 9700 or by email at [email protected].
Yours faithfully
John Stephenson Chairman
STRIKE RESOURCES LIMITED
A R N 94 088 488 724
ASX Code: SRK
Level 14, 221 St Georges Terrace, Perth WA 6000 T | (08) 9214 9700 F | (08) 9322 1515
SHARE PURCHASE PLAN
Strike Resources Limited A.B.N. 94 088 488 724 (SRK or the Company) offers eligible shareholders the ability to subscribe for up to $5,000 worth of fully paid ordinary shares in the Company (Shares) through the Strike Resources Limited Share Purchase Plan (SPP). To be eligible, you are required to be registered as holder of Shares, with a registered address in Australia or New Zealand on 8 November 2006 (Record Date).
The issue price for each Share under the SPP is ~$1.30 per Share. This price represents a 20% discount to the volume weighted average price (VWAP) of SRK in the one month, and a 26% discount to SRK's VWAP in the 5 day period, prior to the date of the SPP announcement on 24 October 2006. The discount is 19% to SRK's VWAP in the 5 day period up to and including 7 November 2006 (the day before the Record Date).
If you are eligible to subscribe for Shares under the SPP and you wish to participate, you may subscribe for $1,000, $3,000 or $5,000 of Shares at the SPP issue price of ~$1.30 per Share. The maximum number of Shares you may subscribe for under the SPP is 3,846 Shares for a consideration of $5,000.
The offer of Shares under the SPP (Offer) opens on 10 November 2006 and closes at 5pm (Perth time) on 21 November 2006. No late applications will be accepted.
Please carefully read the Terms and Conditions relating to the Offer, as you will be bound by them. If you have any questions in respect of the SPP please contact the Company Secretary by telephone on (08) 9214 9700 or by email at [email protected].
PURPOSE
The purpose of the SPP is to allow shareholders to top up their shareholding in the Company at an issue price which is at a discount to the Company's current market price.
APPLICATION OF PROCEEDS OF THE SPP
Following completion of the SPP, the Company will have raised up to $5 million (before costs) from the issue of up to approximately 3.846.154 new Shares. The monies raised from the SPP (after costs) will be applied fowards the exploration, evaluation and development of the Company's resource projects (including its investment commitments in relation to its Apurimac and Cuzco Iron-Ore Projects in Peru), for general working capital and to meet the costs of undertaking the SPP.
CAPITAL STRUCTURE
The Share capital structure of the Company both before and after the SPP is summarised below:
| Undiluted | Fully Diluted | |||
|---|---|---|---|---|
| Number of | % Issued | Number of | % Issued | |
| Shares | Share Capital | Shares | Share Capital | |
| Existing issued Shares | 52.098.697 | 93.1% | 82.262,535 | 95.5% |
| Maximum 3 new Shares issued under SPP | 3.846.154 | 6.9% | 3.846.154 | 4.5% |
| Maximum 3 issued Share capital post SPP | 55.944,851 | 100.00% | 86.108.689 | 100.00% |
| Current securities on issue are: | Quoted | Not Quoted / Subject to Escrow | Total | |
| Fully paid ordinary Shares | 50.315,363 | 1.783.334 | 52.098.697 | |
| $0.20 (30 June 2008) Options | 21.413,838 | 21.413,838 | ||
| $0.20 (9 February 2011) Hume Options | 1.833.333 | 1.833.333 | ||
| $0.30 (9 February 2011) Hume Options | 1,666,667 | 1.666.667 | ||
| $0.96 (21 July 2011) Directors' Options | 4.600.000 | 4.600.000 |
MARKET SHARE TRADING HISTORY
$0.96 (13 September 2011) Directors' Options
$1.20 (6 September 2011) Employee Options
The lowest and highest market sale price of Shares on ASX during the 3 months immediately preceding the date of this SPP document was:
Highest: $1.88 per Share on 19 October 2006
Lowest: $0.70 per Share on 16 August 2006
500.000
150,000
500,000
150,000
The last sale price for Shares traded on ASX was $1.51 per Share on 8 November 2006.
The VWAP Share price over the following periods prior to and ending on 7 November 2006 are as follows:
- Last 5 trading days approximately $1.60 per Share;
- Last month approximately $1.70 per Share;
- Last 3 months approximately $1.34 per Share.
$\mathbf{1}$ Based on $5 million subscriptions received.
OTHER TERMS AND CONDITIONS
TIMETABLE
| Record Date fordetermining eligibleshareholders entitled toparticipate in the SPP | Wednesday, 8 November 2006 |
|---|---|
| Offer Opens | Friday, 10 November 2006 |
| Offer Closes | 5:00 pm (Perth time) onTuesday, 21 November 2006 |
| Allotment of New Shares | Monday, 27 November 2006 |
| Dispatch of holdingstatements | Tuesday, 28 November 2006 |
This timetable is indicative only. The Directors reserve the right to vary certain dates without prior notice.
ISSUE PRICE
The issue price for each Share under the Offer is ~$1.30 (based on a maximum subscription of 3,846 Shares worth $$5,000$ ).
If you are an eligible shareholder, you can subscribe for either $1,000, $3,000 or $5,000 of Shares at the SPP issue price of $1.30 per Share.
The market price of SRK Shares may rise or fall between the date of the Offer and the date when the Shares are issued to you under the SPP. This means that the price you pay per Share may be greater than or less than the price of SRK Shares at the time the Shares are issued to you under the Offer. In determining whether you wish to participate in this Offer and the extent to which you participate, you should seek your own personal financial and/or taxation advice.
OFFERS
Offers under the SPP are non-renounceable (ie, you may not transfer your right to subscribe for Shares under the Offer to anvone else) and Shares will be issued only to the shareholder to whom they are offered.
Each offer is made on the same terms and conditions. All eligible shareholders of SRK receive the same offer, irrespective of the number of Shares which they hold on the Record Date.
The maximum value of Shares for which each eligible shareholder may subscribe under each offer is $5,000 in any 12 month period. This limit applies to each shareholder even if that person holds Shares in more than one capacity $-$ for example, as a sole holder and as a first (or subsequent) named holder of two or more joint holders. The Company has not initiated any share purchase plans in the past 12 months.
The SPP does not constitute an Offer in any place in which, or to any person to constitute an Offer in any place in which, or to any person to whom, it would be unlawful to make such an Offer
The Board reserves the right, at their discretion, to alter any dates relating to the SPP (including the closing date) or to cancel the SPP at any time up to the time of issue of new Shares under the SPP. If the SPP is cancelled, all application monies received from shareholders will be refunded without If the applications are scaled back, excess interest. application monies will be refunded to relevant shareholders without interest.
ACCEPTANCE OF OFFERS
An offer to participate in the SPP may be accepted by an eligible shareholder only by completing and returning the enclosed Application Form, together with the appropriate payment for the amount to which the acceptance relates, by no later than the offer closing date.
Payment may be made only by cheque in Australian dollars payable to "Strike Resources Limited Offer Account".
Your Application Form and Cheque should be returned to:
Advanced Share Registry Services PO Box 1156 Nedlands Western Australia 6909
by no later than 5:00pm (Perth time) on 21 November 2006.
A Reply Paid envelope is enclosed for the convenience of Australian shareholders. Eligible shareholders in New Zealand will need to affix the appropriate postage.
An offer will be taken to have been accepted by an eligible shareholder only if the cheque which accompanies the shareholder's Application Form is paid in full on first presentation.
If one or more Application Forms are received by an eligible shareholder in relation to shares with a value greater than $5,000, the shareholder will be issued with the maximum number of shares permitted by the SPP and the excess subscription monies will be refunded.
The maximum amount of $5,000 will apply even if you receive more than one offer from SRK (for example, because you are a joint holder of shares or because you hold more than one shareholding under separate share accounts). SRK reserves the right to reject any application for shares where it believes that this rule has not been complied with. A trustee or nominee registered as a holder of Shares on account of one or more persons may make one application only.
To the extent that you hold Shares on behalf of another person resident outside Australia or New Zealand, it is your responsibility to ensure that any acceptance is in compliance with all applicable foreion laws.
SRK Shareholders resident in Australia may be subject to Australian capital gains tax upon the sale of Shares purchased under the SPP. Shareholders should consult their taxation or investment advisers to clarify the financial and taxation implications for them of subscribing for Shares under the SPP.
OTHER TERMS AND CONDITIONS
PARTICIPATION
Participation in the SPP is open to all persons who, as at the Record Date, are registered as holders of ordinary Shares in SRK in a jurisdiction in which it is lawful and practical for SRK to issue the Shares (in the reasonable opinion of the Directors). The Offer does not constitute an offer in any jurisdiction in which, or to any person to whom, it would be not be lawful to make such an Offer.
Single holders: If you are the only registered holder of a holding of SRK Shares, but you receive more than one offer under the SPP (for example, due to multiple registered holdings), you may only apply for one maximum parcel of Shares.
Joint holders: If you are recorded with one or more other persons as the joint holder of a holding of SRK Shares, that joint holding is considered to be a single registered holder for the purpose of the SPP, and the joint holders are entitled to participate in the SPP in respect of that holding. If the same joint holders receive more than one offer under the SPP due to multiple identical holdings, the joint holders may only apply for one maximum parcel of Shares.
Trustees and nominees: If you are expressly noted on SRK's Share register as a trustee or nominee for a named beneficiary. you may apply for one maximum parcel of Shares in respect of each such beneficiary. If the SRK Share register does not record a named beneficiary in respect of the trustee or nominee holding, the rules for single holders apply - however, the Company reserves the right to permit each beneficiary to apply for one maximum parcel of Shares on application by the trustee identifying each such beneficiary; the rules for single holders apply to each such beneficiary.
The Company reserves the right to reject any application for Shares where it believes these participation rules have not been complied with.
Participation in the SPP is optional and is subject to these terms and conditions.
COSTS OF PARTICIPATION
No brokerage, commission, stamp duty or other transaction cost will be payable by a shareholder in respect of an issue of Shares under the SPP.
SCALE-BACK AND OVERSUBSCRIPTIONS
If the total value of SPP subscriptions exceed $5 million, the Company reserves the right to scale-back the applications or retain some or all of the over subscriptions (subject to applicable laws).
If scaling back does take place, all applications will be treated equally and scaled back on a pro rata basis. Excess application monies will be refunded without interest.
SHORTFALL
In the event of under-subscriptions (i.e. less than $5 million received) by shareholders, the Company may seek to place any shortfall pursuant to offers exempt from disclosure under section 708 of the Corporations Act 2001 (for example, to professional and sophisticated investors).
RIGHTS ATTACHING TO SHARES
Shares issued under the SPP will rank equally with all other ordinary Shares in SRK and will therefore carry the same voting rights, dividend rights and other entitlements as those Shares. SRK will apply for the Shares allotted under the SPP to be quoted on ASX.
AMENDMENT OF THE SPP
The Directors of SRK may, in their discretion, amend the SPP at any time (including, without limitation, by reducing or extending the offer closing date). SRK will notify ASX of any amendment of the SPP, but failure to do so will not invalidate the amendment
ADMINISTRATION AND DISPUTE RESOLUTION
SRK' principal objective in administering the SPP is to facilitate maximum participation consistent with compliance with relevant ASIC Class Orders and all applicable laws and efficient administrative practices.
SRK may adopt any administrative procedures it thinks appropriate in relation to the SPP.
SRK may settle, in any manner it thinks fit, any difficulties, anomalies or disputes which may arise under or in connection with the operation of the SPP, whether generally or in relation to any participant or class of participants, offer, acceptance or Shares. The decision of SRK will be conclusive and binding on all participants and other persons to whom the determination relates. SRK reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of SRK under these terms and conditions may be exercised by the Directors or any delegate of the Directors.
FURTHER INFORMATION
Enquiries about the Company or the SPP should be directed to the Company Secretary by telephone on (08) 9214 9700 or by email at [email protected].
Enquiries about completion of the Application Form should be directed to the Company's Share Registry, Advanced Share Registry Services on (08) 9389 8033 or by email at [email protected].
SRN/HIN: ICHESS or Issuer} / ISRN/HIN} Existing shareholding at 8 November 2006 (Record Date): { }
A. Name1 Name2 Name3 Name4
Name5 Name6
$E \subseteq C \cup R \cap E \subseteq C$ I IMITED ABN 94 088 488 724
PLEASE COMPLETE AND RETURN TO:
Advanced Share Registry Services PO Box 1156 Nedlands Western Australia 6909
Telephone: (08) 9389 8033 Facsimile: (08) 9389 7871 Fmail: [email protected] Investor Web: www.asrshareholders.com
Offer Opens on 10 November and closes at 5:00pm (Perth time) on Tuesday, 21 November 2006
SHARE PURCHASE PLAN APPLICATION FORM
This is an offer to eligible shareholders to subscribe for additional shares in Strike Resources Limited (SRK) under the Terms and Conditions of the Strike Resources Limited Share Purchase Plan (SPP) accompanying this form.
If you are eligible to subscribe for shares under the SPP and you wish to participate, you may subscribe for $1,000, $3,000 or $5,000 of shares at the SPP issue price of ~$1.30 per share. The maximum number subscription under the SPP is $5,000 even if you received more than one offer (whether in respect of a joint holding or because you have more than one holding under separate share accounts). SRK reserve the right to reject any application where this rule has not been complied with.
The issue price for each share under the SPP is ~$1.30 per share. This price represents a 20% discount to the volume weighted average price (VWAP) of SRK in the one month, and a 26% discount to SRK's VWAP in the 5 day period, prior to the date of the SPP announcement on 24 October 2006. The discount is 19% to SRK's VWAP in the 5 day period up to and including 7 November 2006 (the day before the Record Date).
The market price of shares in SRK may rise or fall between the date of this offer and the date that the shares are allocated to you. This means that the subscription price you pay for the shares may exceed the market price of the shares at the date of allotment of the shares under this offer. We recommend that you obtain your own financial advice in relation to this offer and consider price movements of shares in SRK prior to accepting this offer.
By accepting the Offer you agree to be bound by the Terms and Conditions of the SRK SPP (enclosed) and the Constitution of SRK.
Application for Shares
B. I/We wish to subscribe for (please tick ONE box only to indicate your subscription):
I/we being the above mentioned, being registered as ordinary shareholder(s) in Strike Resources Limited as at the Record Date, do hereby apply for the following number of ordinary shares in Strike Resources Limited at an issue price of ~$1.30 per share issued in accordance with the Terms and Conditions of the Strike Resources Limited Share Purchase Plan. I/we confirm that the total cost of shares subscribed for by me/us (including through joint holding(s), multiple share accounts or any holding in which I/we have a beneficial interest/s) does not exceed $5,000.
$$1,000$ or 769 shares
OR
$3,000 or 2.307 shares
C. Cheque Details (print in CAPITAL letters)
Cheques should be made payable to "Strike Resources Limited Offer Account" and crossed "Not Negotiable".
| Name of Drawer | Bank | BSB or Branch | Amount |
|---|---|---|---|
D. Contact Details (in case we need to contact you)
| Name | Daytime Telephone | After Hours Telephone |
|---|---|---|
| Email Address: | ||
If you have any questions regarding the Share Purchase Plan or how to deal with this Offer, please contact your stockbroker or professional adviser or the Company Secretary by telephone on (08) 9214 9700 or by email at [email protected].
Return this Application Form and your Cheque to Advanced Share Registry Services Offer Closes 5.00pm (Perth time) 21 November 2006
HOW TO COMPLETE THIS FORM
A. Registration Name(s)
Your name and address as it appears on the Register of Strike Resources Limited as at the Record Date.
Β. The Offer
You may subscribe for $1,000, $3,000 or $5,000 of shares at the SPP issue price of ~$1.30 per share.
Scale-Back and Oversubscriptions
If the total value of SPP subscriptions exceed $5 million, the Company reserves the right to scale-back the applications or retain some or all of the over subscriptions (subject to applicable laws).
If scaling back does take place, all applications will be treated equally and scaled back on a pro rata basis. Excess application monies will be refunded without interest.
C. Pavment
Make your cheque or bank draft payable to "Strike Resources Limited Offer Account" in Australian currency and cross it Not Negotiable. Your cheque or bank draft must be drawn on an Australian Bank.
Complete the cheque details in the boxes provided. The total amount must agree with your selection made in Section B.
Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your SPP Application Form being relected. Pin (do not staple) your cheque(s) to the SPP Application Form. Cash will not be accepted. A receipt for payment will not be forwarded.
Ð. Contact Details
Enter your contact details. These are not compulsory but will assist us if we need to contact you.
This is an important document and requires your immediate attention. If you are in any doubt about how to deal with it, please consult vour financial or other professional advisor.
Strike Resources Limited Share Purchase Plan
By completing this SPP Application Form and forwarding a cheque, you acknowledge that you have read and understood the terms and conditions of the SRK SPP dated 8 November 2006 that accompanied this Application Form and that you agree to be bound by these terms and conditions. You confirm and certify that the aggregate application price for SRK shares that you (including through joint and beneficial holdings) have applied for in this SPP Application Form and in any other SPP Application Form lodged in relation to the SPP does not exceed $5,000.
Lodgement of Share Purchase Plan Application Form
Your SPP Application Form and Cheque should be returned to:
Advanced Share Registry Services PO Box 1156 Nedlands Western Australia 6909
KMC House, 110 Stirling Highway Nedlands Western Australia 6009
by no later than 5:00pm (Perth time) on 21 November 2006.
A Reply Paid envelope is also enclosed for your convenience.
Further Information
Enquiries about the Company or the SPP should be directed to the Company Secretary by telephone on (08) 9214 9700 or by email at [email protected].
Enquiries about completion of the Application Form should be directed to the Company's Share Registry, Advanced Share Registry Services on (08) 9389 8033 or by email at [email protected].