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STRIKE RESOURCES LIMITED Capital/Financing Update 2007

Dec 4, 2007

65855_rns_2007-12-04_19bce641-15d5-4fc6-8e92-4d44ca717715.pdf

Capital/Financing Update

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Appendix 3B New issue announcement

Strike Resources Limited ABN 94 088 488 724

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).

  • 1 +Class of +securities issued or to be $4.00 (3 December 2012) UNLISTED DIRECTOR’S OPTIONS issued

  • 2 Number of[+] securities issued or to be 4,000,000 issued (if known) or maximum number which may be issued

3
Principal terms of the+securities (eg,
if options, exercise price and expiry
date; if partly paid+securities, the
amount outstanding and due dates for
payment; if+convertible securities,
the conversion price and dates for
conversion)
$4.00 exercise price;
(i)
After they have vested, exercisable at any time on or before 3
December 2012;
(ii)
The options will vest as follows:
(a)
50% of the options issued to each Director will vest at
the date of issue of the options (which options may
therefore be exercised at any time prior to the Option
Expiry Date);
(b)
50% of the options issued to each Director will vest at
the date being 12 months after their date of issue (which
options may therefore be exercised at any time thereafter
and prior to the Option Expiry Date).
(iii)
Otherwise on terms and conditions disclosed in Notice of Annual
General Meeting and Explanatory Statement dated 22 October
2007 for an annual general meeting held on 30 November 2007.
(Refer Attached Terms and Conditions)
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

Strike Resources Limited ABN 94 088 488 724

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
• the
extent
to
which
they
participate for the next dividend,
(in
the
case
of
a
trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
7
Dates of entering+securities into
uncertificated holdings or despatch
of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause
2 if applicable)
9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause
2 if applicable)
New class of options.
Shares issued upon exercise of options has same rights as other fully paid
ordinary shares on issue.
New class of options.
Shares issued upon exercise of options has same rights as other fully paid
ordinary shares on issue.
New class of options.
Shares issued upon exercise of options has same rights as other fully paid
ordinary shares on issue.
Nil
Grant of options to Directors pursuant to shareholder approval on 30
November 2007
(refer Notice of Annual General Meeting and Explanatory Statement
dated 22 October 2007)
3 December 2007
Number ~~+~~Class
79,563,683
(also refer Table A)
ORDINARY
(ASX Code: SRK)
9,855,484
$0.20 (30 June 2008) Options
30 June 2008 Options - 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
(ASX Code: SRKO)
Number +Class
Refer Table A
  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

Strike Resources Limited ABN 94 088 488 724

TABLE A - RECONCILIATION OF QUOTED AND UNQUOTED SECURITIES:

The Company currently has the following securities on issue:

Fully paid ordinary shares
$0.20 (30 June 2008) Options
$0.20 (9 February 2011) Unlisted Options
$0.30 (9 February 2011) Unlisted Options
$0.96 (21 July 2011) Directors’ Options
$0.96 (13 September 2011) Unlisted Directors’ Options
$1.20 (6 October 2011) Unlisted Employee Options
$2.10 (7 March 2012) Unlisted Directors’ Options
$2.81 (7 March 2012) Unlisted Directors’ Options
$2.90 (1 May 2012) Unlisted Employee’ Options
$2.90 (5 September 2012) Unlisted Employee’ Options
$2.90 (17 November 2012) Unlisted Employee’ Options
$4.00 (3 December 2012) Unlisted Employee’ Options
Quoted /
To be Quoted
Not Quoted
Total
79,563,683
-
79,563,683
9,855,484
-
9,855,484
-
1,833,333
1,833,333
-
1,666,667
1,666,667
-
4,600,000
4,600,000
500,000
500,000
150,000
150,000
500,000
500,000
3,300,000
3,300,000
133,000
133,000
200,000
200,000
250,000
250,000
4,000,000
4,000,000
  • 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

  • 11 Is security holder approval N/A required?

  • 12 Is the issue renounceable or nonN/A renounceable?

  • 13 Ratio in which the[+] securities will N/A be offered

  • 14 +Class of +securities to which the N/A offer relates

  • 15 +Record date to determine N/A entitlements

  • 16 Will holdings on different registers N/A (or subregisters) be aggregated for calculating entitlements?

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

Strike Resources Limited ABN 94 088 488 724

17
Policy for deciding entitlements in
relation to fractions
18
Names of countries in which the
entity has+security holders who
will
not
be
sent
new
issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount
of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the
date of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27
If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell their
entitlements_in full_through a
broker?
N/A
N/A
N/A
N/A
N/A
N/A

N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

Strike Resources Limited ABN 94 088 488 724

31 How do[+] security holders sell part N/A of their entitlements through a broker and accept for the balance? 32 How do[+] security holders dispose N/A of their entitlements (except by sale through a broker)? 33 +Despatch date N/A

Part 3 - Quotation 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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 ]

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

Strike Resources Limited ABN 94 088 488 724

Entities that have ticked box 34(b)

  • 38 Number of securities for which N/A +quotation is sought

  • 39 Class of +securities for which N/A quotation is sought

  • 40 Do the[+] securities rank equally in all N/A 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 • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

  • 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class

  • 42 Number and[+] class of all[+] securities N/A quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Strike Resources Limited ABN 94 088 488 724

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 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 noone 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[+] 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.

  • 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)

Date: 4 December 2007

Print name: VICTOR HO

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

TERMS AND CONDITIONS OF DIRECTORS’ $4.00 OPTIONS EXPIRYING 3 DECEMBER 2012

Strike Resources Limited ACN 088 488 724

(Directors options, each to acquire one fully paid ordinary share in Strike Resources Limited ABN 94 088 488 724 ( “Company” ) at an exercise price of $4.00 with each such option expiring at 5:00pm (Perth time) on 3 DECEMBER 2012 (subject to NonExercise Periods and Vesting conditions described below), pursuant to shareholder approval on 30 November 2007.

SUMMARY

  1. Exercise price of $4.00 (being calculated based on the greater of $4.00 or 133% of the volume weighted average price of the Company’s shares on ASX in the 5 trading days leading up to (and excluding) the issue date (rounded down to the nearest whole cent));

  2. After they have vested, exercisable at any time on or before 5 years from the date of issue;

  3. The options will vest as follows:

  4. (1) 50% of the options issued to each Director will vest at the date of issue of the options (which options may therefore be exercised at any time prior to the Option Expiry Date);

  5. (2) 50% of the options issued to each Director will vest at the date being 12 months after their date of issue (which options may therefore be exercised at any time thereafter and prior to the Option Expiry Date).

  6. The options will lapse immediately upon the occurrence of any of the circumstances described below:

Where options are vested and therefore able to be
exercised
Where options are not vested (and therefore unable to
be exercised)
(a)
Upon their expiry date
(b)
Upon determination by the Board that the Director has
acted fraudulently, dishonestly or in breach of his
obligations to the Company
(c)
Upon the Director ceasing to be a director of the
Company
(for
whatever
reason
including
by
retrenchment, redundancy or retirement) and has not
exercised the option within 6 months following that
event (unless a longer period is otherwise determined
by the Board)
(d)
12 months after the death, permanent illness or
permanent physical or mental incapacity of a Director
(unless a longer period is otherwise determined by the
Board)
(a)
Upon their expiry date
(b)
Upon determination by the Board that the Director
has acted fraudulently, dishonestly or in breach of
his obligations to the Company
(c)
Upon the Director ceasing to be a director of the
Company
(for
whatever
reason
including
by
retrenchment, redundancy or retirement)
(d)
Upon the death, permanent illness or permanent
physical or mental incapacity of a Director

The options are issued on the following TERMS AND CONDITIONS :

1. Nil Consideration Payable

No subscription or application monies will be payable for the issue of each option ( “Option” ).

2. Entitlement

Each Option shall entitle the holder (the “Option Holder” ) to subscribe (in cash) for one (1) fully paid ordinary share ( “Share” ) in the capital of Strike Resources Limited ACN 088 488 724 ( “Company” ) at an exercise price equal of $4.00 ( “Exercise Price” ).

The Options will not be quoted on the ASX.

3. Option Period

Each Option will expire on the fifth anniversary of the date of issue of such Option (such date being referred to as the “Option Expiry Date” ). Subject to Clauses 4, 5 and 9 hereof, each Option may be exercised by the Option Holder at any time prior to the Option Expiry Date and any Option not so exercised shall automatically expire on the Option Expiry Date.

4. Non-Exercise Periods

Options may only be exercised after they have vested. The Options will vest ( “Vested Options” ) as follows:-

  • 4.1 50% of the Options issued to each Option Holder will vest at the date of issue of the Options (which Options may therefore be exercised at any time prior to the Option Expiry Date); and

  • 4.2 50% of the Options issued to each Option Holder will vest at the date being 12 months after their date of issue (which Options may therefore be exercised at any time thereafter and prior to the Option Expiry Date).

5. Lapsing of Options Prior to Option Expiry Date

Option will lapse prior to the Option Expiry Date in the circumstances described below:

  • 5.1 Where Options are able to be exercised (that is, Options have vested under Clause 4):

  • 5.1.1 Upon determination by the Board that the Director Option Holder has acted fraudulently, dishonestly or in breach of his obligations to the Company;

  • 5.1.2 Upon the Director Option Holder ceasing to be a director of the Company (for whatever reason including by retrenchment, redundancy or retirement) and not exercising the option within 6 months following that event (unless a longer period is otherwise determined by the Board); or

  • 5.1.3 12 months after the death, permanent illness or permanent physical or mental incapacity of the Director Option Holder (unless a longer period is otherwise determined by the Board).

  • 5.2 Where Options have not vested in accordance with Clause 4:

  • 5.2.1 Upon determination by the Board that the Director Option Holder has acted fraudulently, dishonestly or in breach of his obligations to the Company;

  • 5.2.2 Upon the Director Option Holder ceasing to be a director of the Company (for whatever reason including by retrenchment, redundancy or retirement); or

  • 5.2.3 Upon the death, permanent illness or permanent physical or mental incapacity of a Director Option Holder.

5.3 “Director Option Holder” means:

NOTE: OPTIONS NOT EXERCISED BY 5:00PM (PERTH TIME) 3 DECEMBER 2012 WILL AUTOMATICALLY EXPIRE

TERMS AND CONDITIONS OF OPTIONS

STRIKE RESOURCES LIMITED

  • 5.3.1 the Option Holder (being a Director of the Company at the date of issue) if the Option has not been transferred under clause 8 or;

  • 5.3.2 the original Option Holder (being a Director of the Company at the date of issue) if the Option has been transferred under clause 8.

6. Ranking of Share Issued on Exercise of Option

Each Share issued as a result of the exercise of an Option will, subject to the Constitution of the Company, rank in all respects equally with all of the existing Shares in the capital of the Company on issue at the date of issue.

7. Notification to Option Holders

The 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 an Option Holder, members of the Company.

8. Dealings in Options

  • 8.1 Save as provided in clause 8.2, the Option Holder may not sell, transfer, assign, mortgage or otherwise encumber an Option, unless agreed in writing by the Board and subject to any applicable law and the ASX Listing Rules.

  • 8.2 The Option Holder may at any time transfer all or any of their Vested Options (that is, Options which are able to be exercised under Clause 4) to a spouse of the Option Holder, to a company in which the Option Holder or the spouse of the Option Holder are shareholders, or to a trustee of a trust in which the Option Holder or the spouse of the Option Holder have a beneficial interest, subject to any applicable law and the ASX Listing Rules.

9. Method of Exercise of an Option

  • 9.1 A certificate or holding statement will be issued by the Company with respect to 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 by an Option Holder when exercising the Options the subject of the certificate or holding statement (“Notice of Exercise of Options” ). Vested 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 Vested Options exercised and the consequent number of ordinary Shares in the capital of the Company to be issued; which number of Vested Options must be a multiple of 1,000 if only part of the Option Holders total Vested Options are exercised, or if the total number of Vested Options held by an Option Holder is less than 1,000, then the total of all Vested Options held by that Option Holder must be exercised.

  • 9.2 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 equal to the Exercise Price per Share.

  • 9.3 Subject to Clause 9.1 hereof, the exercise of less than all of an Option Holders Vested 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 (when vested).

  • 9.4 On exercise of Vested Options, the Option Holder must surrender to the Company the Option Holders option certificate or holding statement with respect to those Options being exercised.

  • 9.5 If the Option Holder exercises less than the total number of Vested Options then registered in the Option Holders name:

a new certificate or holding statement with respect to the balance of the Option Holders unexercised Options.

  • 9.6 Within 14 days from the date the Option Holder properly exercises Vested Options held by the Option Holder, the Company shall issue to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.

  • 9.7 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 Vested Options, 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.

10. Reconstruction

In the event of a reconstruction (including consolidation, subdivision, 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.

11. 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 any Vested Options then held by the Option Holder.

12. Change of Options Exercise Price or Number of Underlying Shares

  • 12.1 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 adjusted in accordance with the provisions of the Listing Rules of the ASX. 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.

  • 12.2 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.

13. Immediate Vesting

Where:

  • 13.1 a takeover bid is made for the Company under the Corporations Act 2001;

  • 13.2 a Court orders that a meeting of shareholders of the Company be held to consider a scheme of arrangement involving the Company under the Corporations Act 2001; or

  • 13.3 some other transaction has occurred, which involves a change of control of the Company or a change in the composition of the majority of the Board of the Company at that time,

any Option that has not become vested in accordance with clause 4 will immediately become vested on, and may be exercised on and from, the date of such vesting until 5.00pm on the Option Expiry Date (subject to lapse in accordance with these terms of issue).

  • 9.5.1 the Option Holder must surrender the option certificate or holding statement with respect to the Option Holders Options to the Company; and

  • 9.5.2 the Company must cancel that option certificate or holding statement and issue to the Option Holder

  • 2 -