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STRIKE RESOURCES LIMITED — Capital/Financing Update 2006
Mar 20, 2006
65855_rns_2006-03-20_f1f9519b-eb98-4aae-8146-5f7e139713a8.pdf
Capital/Financing Update
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Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement, application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.
Name of entity
STRIKE RESOURCES LIMITED (SRK)
ABN
94 088 488 724
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
$\mathbf{1}$ +Class of +securities issued or to be issued
Each option provides the right to subscribe for one SRK share at a cost of 20 cents per share, on or before 5.00pm WST on 30 June 2008 (30 June 2008 Options or Options)
+ See chapter 19 for defined terms.
| 2 | Number of securities issued or to beissued (if known) or maximumnumber which may be issued | The Company is making a pro-rata non-renounceableoffer on the basis of one $(1)$ Option for every two $(2)$shares held by existing shareholders on the register asat the Record Date (5.00pm WST on 29 March 2006)at an issue price of 1 cent each to raise approximately$237,348.00 (before costs of the Issue) (Rights Issue)by Prospectus dated 20 March 2006 (Prospectus). |
|---|---|---|
| The Company currently has 47,469,679 shares onissue and the following options on issue: | ||
| 1,833,333 options, each to acquire one Share in(a)the Company at an exercise price of 20 centswith each such option expiring on 9 February2011; and | ||
| 1,666,667 options, each to acquire one Share in(b)the Company at an exercise price of 30 centswith each such option expiring on 9 February2011. | ||
| (together, the Hume Options). | ||
| If none of the existing Hume Options are exercisedprior to the Record Date and if the Rights Issue is fullysubscribed, the Rights Issue will result in the issue ofup to approximately 23,734,839 Options (subject torounding of fractional entitlements) and will raise upto approximately $237,348 gross. | ||
| If all existing Hume Options were exercised prior tothe Record Date, this would result in the issue of up toan additional 1,750,000 Options and would raise up toan additional $17,500. | ||
| 3 | Principal terms of the *securities (eg,if options, exercise price and expirydate; if partly paid 'securities, the | Please refer to Annexure A for terms and conditions ofthe 30 June 2008 Options. |
| amount outstanding and due dates forpayment; if + convertible securities,the conversion price and dates for | Shares issued upon exercise of the Options have thesame rights as other fully paid ordinary shares onissue. |
conversion)
+ See chapter 19 for defined terms.
$\overline{4}$ Do the *securities rank equally in all respects from the date of allotment with an existing 'class of quoted *securities?
If the additional securities do not rank equally, please state:
- the date from which they do $\bullet$
- the extent to which they $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment
- the extent to which they do not $\bullet$ rank equally, other than in relation to the next dividend, distribution or interest payment
- 5 Issue price or consideration
One cent each
- 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
- $71$ Dates of entering *securities into uncertificated holdings or despatch of certificates
- Number and +class of all 8 *securities quoted on ASX (including the securities in clause 2 if applicable)
The funds raised by the Offer of up to approximately $237,348 will be applied to working capital and also to meet issue expenses of approximately $15,000.
No - the Options are a new class of securities
Anticipated to be 21 April 2006
| Number | Class |
|---|---|
| (also refer45,686,345Table A) | ORDINARY |
| Up to approximately23,734,839 Options(subject to fractionalentitlements) and assumingno Hume Options areexercised prior to theRecord DateÖŤ | 30 June 2008 Optionseach optionprovides the right tosubscribe for oneSRK share at a costof 20 cents per share,on or before 5.00pmWST on 30 June2008 |
| Up to approximately25,484,839 Options(subject to fractionalentitlements) and assumingall Hume Options areexercised prior to theRecord Date |
+ See chapter 19 for defined terms.
| Number | + Class | ||
|---|---|---|---|
| 9 | and + class of all Refer Table ANumber*securities not quoted on ASX | ||
| (including the securities in clause | |||
| 2 if applicable) | |||
TABLE A - RECONCILIATION OF QUOTED AND UNQUOTED SECURITIES:
The Company currently has the following securities on issue:
| Quoted | Subject toEscrow | Total | |
|---|---|---|---|
| Fully paid ordinary shares | 45,686,345 | $1,783,334$ (1) | 47,469,679 |
| Options, each to acquire one fully paidordinary share at an exercise price of20 cents with each such option expiring5 years from the date of its issue (9February 2011) ("$0.20 Options") | $1,833,333$ (2) | 1,833,333 | |
| Options, each to acquire one fully paidordinary share at an exercise price of30 cents with each such option expiring5 years from the date of its issue (9)February 2011) ("$0.30 Options") | $1,666,667$ (2) | 1,666.667 |
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Option holders are not entitled to dividends
Part 2 - Bonus issue or pro rata issue
security $11$ holder approval $Is$ required?
No; but shareholder approval has been obtained at the SRK AGM held on 22 December 2005
12 Is the issue renounceable or nonrenounceable?
Non-renounceable
- $\mathbf{1}$ Comprises:
- 116,667 shares issued to Uranium Oil and Gas Limited on 23 December 2005 pursuant to $(i)$ settlement of the UOG Agreement as defined in the Company's prospectus for shares dated 23 December 2005; and
- $(ii)$ 1,666,667 shares issued to Hume on 9 February 2006 pursuant to settlement of the Hume Agreement as defined in the Company's prospectus for shares dated 23 December 2005.
- $\overline{2}$ Issued to Hume on 9 February 2006 pursuant to subscription under the Hume Agreement.
+ See chapter 19 for defined terms.
| 13 | Ratio in which the "securities willbe offered | One (1) Option for every two (2) shares held byexisting shareholders on the register as at theRecord Date |
|---|---|---|
| 14 | *Class of *securities to which theoffer relates | New class - 30 June 2008 Options |
| 15 | *Recorddeterminedatetoentitlements | 29 March 2006 |
| 16 | Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements? | $\rm No$ |
| 17 | Policy for deciding entitlements inrelation to fractions | Fractional entitlements to Options of less than 0.5will be rounded down and any fractions of 0.5 orabove will be rounded up to the nearest wholeshare. |
| 18 | Names of countries in which theentity has "security holders whowill notbe.sentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7. | The Prospectus does not constitute an offer orinvitation in any place in which, or to any person towhom, it would not be lawful to make such an offeror invitation.Shareholders resident outside Australia shouldconsult their professional advisers as to whetherany governmental or other consents are required, orother formalities need to be observed to enablethem to accept their entitlements under theProspectus.The distribution of the Prospectus in jurisdictionsoutside Australia may be restricted by law andperson who come into possession of the Prospectusshould seek advice on and observe any suchrestrictions. Any failure to comply with suchrestrictions may constitute a violation of applicablesecurities laws. Return of a duly completedApplication Form under the Prospectus will betaken by the Company as to constitute arepresentation that there has been no breach of suchlaws. |
| 19 | Closingdateforоfreceiptacceptances or renunciations | 5.00pm WST on 18 April 2006 |
| 20 | Names of any underwriters | None |
| 21 | Amount of any underwriting fee orcommission | N/A |
| 22 | Names of any brokers to the issue | N/A |
+ See chapter 19 for defined terms.
| 23. | Fee or commission payable to thebroker to the issue | N/A |
|---|---|---|
| 24 | Amount of any handlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of *security holders | N/A |
| 25. | If the issue is contingenton*security holders'approval,thedate of the meeting | N/A |
| 26. | Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled | 30 March 2006 |
| 27. | If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders | Notice sent 9 business days prior to the RecordDate |
| 28 | Date rights trading will begin (ifapplicable) | the proposed Rights Issue is a non-N/A.$\cdots$renounceable offer |
| 29. | Date rights trading will end (ifapplicable) | N/A |
| 30 | How do *security holders sell theirentitlements in full throughabroker? | N/A |
| 31 | How do *security holders sell partof their entitlements through abroker and accept for the balance? | N/A |
| 32 | How do "security holders disposeof their entitlements (except by salethrough a broker)? | N/A |
| 33. | *Despatch date | N/A |
+ See chapter 19 for defined terms.
Part 3 - Ouotation of securities
You need only complete this section if you are applying for quotation of securities
- 34 Type of securities (tick one) $(a)$
- Securities described in Part 1
- $(b)$ All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
- 35
- If the "securities are "equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders
- 36 If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1.000$ $1.001 - 5.000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over
- 37
A copy of any trust deed for the additional *securities
(to be provided upon close of Prospectus and allotment and issue of Options)
+ See chapter 19 for defined terms.
Entities that have ticked box 34(b)
| 38 | Number of securities for which+ quotation is sought | N/A |
|---|---|---|
| 39 | Class of "securities for whichquotation is sought | N/A |
| 40 | Do the *securities rank equally in allrespects from the date of allotmentwith an existing "class of quoted*securities?If the additional securities do notrank equally, please state:the date from which they do$\bullet$which theyextenttothe۰participate for the next dividend,$(in$ the caseof atrust.distribution) or interest paymentthe extent to which they do not$\bullet$rank equally, other than inrelation to the next dividend,distribution or interest payment | N/A |
| 41 | Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(if issued upon conversion ofanother security, clearly identify thatother security) | N/A |
| 42 | Number and *class of all *securitiesquoted on ASX (including thesecurities in clause 38) | Number*ClassN/A |
+ See chapter 19 for defined terms.
Ouotation agreement
- $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
- $\overline{2}$ We warrant the following to ASX.
- The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
- There is no reason why those "securities should not be granted *quotation.
- An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
- Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any "securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
- We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
- If we are a trust, we warrant that no person has the right to return the $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
- 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
- $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here: ...................................... (Company Secretary)
Print name: VICTOR HO
+ See chapter 19 for defined terms.
Annexure A
RIGHTS ATTACHING TO 30 JUNE 2008 OPTIONS
The 30 June 2008 options to be issued pursuant to a Prospectus dated 20 Mach 2006 will be issued on the following terms and conditions:
$\mathbf{1}$ . Enfitlement
Each option ("Option") shall entitle the holder to subscribe (in cash) for one (1) Share in the capital of the Company.
Option Period $2.$
Each Option will expire on 30 June 2008 (such date being referred to as the "Option Expiry Date"). Subject to Clause 6 hereof, each Option may be exercised at any time prior to the Option Expiry Date and any Option not so exercised shall automatically expire on the Option Expiry Date.
$3.$ Ranking of Share Allotted on Exercise of Option
Each Share allotted as a result of the exercise of an Option will, subject to the Constitution of the Company, rank in all respects equally with the existing Shares in the capital of the Company on issue at the date of allotment.
$\overline{4}$ . Notification to Option Holders
A registered owner of an Option ("Option Holder") will be entitled to receive and will be sent all reports, accounts and notices required to be given to the members of the Company but will not be entitled to attend or vote at any meeting of the members of the Company unless they are, in addition to being Option Holders, members of the Company.
$5.$ Transfer of an Option
Each Option is transferable at any time prior to the Option Expiry Date. This right is subject to any restrictions on the transfer of an Option that may be imposed by the ASX.
6. Method of Exercise of an Option
- A certificate or holding statement will be issued by the Company with respect to 6.1 Options held by an Option Holder. Attached to or endorsed on the reverse side of each certificate or holding statement will be a notice that is to be completed when exercising the Options the subject of the certificate or holding statement ("Notice of Exercise of Options"). Options may be exercised by the Option Holder completing the Notice of Exercise of Options and forwarding the same to the Secretary of the Company. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of ordinary Shares in the capital of the Company to be allotted; which number of Options must be a multiple of 2,000 if only part of the Option Holders total Options are exercised, or if the total number of Options held by an Option Holder is less than 2,000, then the total of all Options held by that Option Holder must be exercised.
- $6.2$ The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount of $0.20 per Share.
- 6.3 Subject to Clause 6.1 hereof, the exercise of less than all of an Option Holders Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holders entitlement under the Option Holders remaining Options.
+ See chapter 19 for defined terms.
- 6.4 On exercise of Options, the Option Holder must surrender to the Company the Option Holders option certificate or holding statement with respect to those Options being exercised.
- 6.5 If the Option Holder exercises less than the total number of Options then registered in the Option Holders name:
- 6.5.1 the Option Holder must surrender the option certificate or holding statement with respect to the Option Holders Options to the Company; and
- 6.5.2 the Company must cancel that option certificate or holding statement and issue to the Option Holder a new certificate or holding statement with respect to the balance of the Option Holders unexercised Options.
- 6.6 Within 14 days from the date the Option Holder properly exercises Options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
- 6.7 The Company will (subject to any escrow restrictions imposed by the ASX) within three (3) business days from the date of issue and allotment of Shares pursuant to the exercise of an Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.
7. Reconstruction
In the event of a reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, the rights of the Option Holder will be treated in the manner set out in the ASX Listing Rules applying to reconstructions at that time.
8. Participation in New Share Issues
There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its Shareholders from time to time prior to the Option Expiry Date unless and until the Options are exercised. The Company will ensure that during the exercise period of the Options, the Record Date for the purposes of determining entitlements to any new such issue, will be at least 9 Business Days after such new issues are announced in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.
+ See chapter 19 for defined terms.
$\mathbf{Q}$ Change of Options Exercise Price or Number of Underlying Shares
$9.1$ If the Company makes a pro-rata issue (except a bonus issue) to the holders of ordinary Shares, the exercise price of each Option shall be reduced in accordance with the following formula:
$$ O' = O - \frac{E[P-(S+D)]}{N+1} $$
Where:
- $O' =$ the new exercise price of the Option.
- $Q =$ the old exercise price of the Option.
- $E =$ the number of underlying Shares into which one Option is exercisable.
- $\bar{p}$ = the average market price per Share (weighed by reference to volume) of the underlying Shares during the 5 trading days ending on the day before the ex rights date or the ex entitlements date.
- $S =$ the subscription price for a Share under the pro rata issue.
- $D =$ any dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
- the number of Shares with rights or entitlements that must be held $N =$ to receive a right to one new Share.
No change will be made pursuant to the application of the above formula to the number of Shares to which the Option Holder is entitled.
- The reduction of the exercise price of each Option in accordance with the above 9.2 formula shall be subject to the provisions of the Listing Rules of the ASX.
- 9.3 If the Company makes a bonus issue of Shares or other securities convertible into ordinary Shares pro rata to holders of ordinary Shares the number of Shares issued on exercise of each Option will include the number of bonus Shares that would have been issued if the Option had been exercised by the Option Holder prior to the books closing date for bonus Shares. No change will be made in such circumstances to the exercise price of each Option.
+ See chapter 19 for defined terms.