SPX 4.17% 12.5¢ spectrum metals limited

Spinifex

  1. 2,839 Posts.
    Here's todays announcement from Spinifex, lifted from the ASX Web Site.
    The 30% discount mentioned is based on a share price of 9.5 cents......not as good as it sounds, based on todays close.
    Sorry it's so long, but better to post it all than to try and precis it.
    Any comments from shareholders &/or others?
    Regards,
    Carl.


    Document date: Wed 29 May 2002 Published: Wed 29 May 2002 20:28:12
    Document No: 217084 Document part: A
    Market Flag: Y
    Classification: Renounceable Issue , Appendix 3B

    PART 1
    SPINIFEX GOLD LIMITED 2002-05-29 ASX-SIGNAL-G

    HOMEX - Perth

    +++++++++++++++++++++++++
    The Directors of Spinifex Gold Ltd are pleased to announce a package
    of initiatives that are designed to strengthen the Company's
    financial position, restructure its balance sheet and put the Company
    in a strong position to intensify its exploration and development
    program for its Tanzanian properties. These initiatives are timely
    and are designed to capitalise on the current market conditions,
    where the gold spot price has recorded a considerable increase and
    investor support for gold companies has improved.

    The initiatives are:

    a. conversion of Convertible Notes to equity;

    b. consolidation of share capital; and

    c. substantial capital raising through an underwritten renounceable
    rights issue.

    A. CONVERTIBLE NOTES

    The Company currently has two convertible notes on issue with a
    combined face value of approximately of $5 million (Canadian dollar
    note CDN$1,901,773 and US dollar note US$1,500,000), which fall due
    for redemption on 31 December 2002. The Company has renegotiated the
    conversion terms for both notes, based on exchange rates and the
    share price in effect in late March, when negotiations first began.

    A total of 67,022,840 shares at an issue price of 7.5 cents each will
    be issued in satisfaction of the convertible notes (29,702,440 shares
    in respect of the Canadian dollar note and 37,320,400 shares in
    respect of the US dollar note). The conversion of the notes is
    subject to shareholder approval for the purposes of ASX listing rules
    (LR 7.1). In the case of the US dollar note, shareholder approval is
    also required in accordance with the Corporations Act because the
    holder of the note, African Lion Ltd is an associate of Lion
    Selection Group Ltd, which company has an interest of greater than
    20% in the issued capital of the Company.

    An independent expert's report has been commissioned for the purposes
    of the shareholders meeting. A conversion fee comprising 5 million
    options (exercisable at 20 cents each on or before 30 June 2006) and
    $100,000 cash is payable to each option holder.

    B. SHARE CAPITAL CONSOLIDATION

    Following consultation with a number of shareholders and
    stockbrokers, the Directors have concluded that it is appropriate to
    seek shareholder approval for a share capital consolidation on a
    ratio of one (1) new share for every eight (8) shares currently held.
    Completion of the share capital consolidation will put the Company in
    a position to undertake a substantial capital raising; [refer (C)
    below] and take advantage of current market conditions.

    The issue of 67,022,840 shares in satisfaction of the convertible
    notes [refer (A) above] is on a pre-consolidation basis and those
    shares will subsequently be subject to the consolidation.

    C. CAPITAL RAISING

    Following the share capital consolidation referred to above, the
    Company will undertake a fully underwritten one (1) for three (3)
    renounceable rights issue at an issue price of 50 cents per share to
    raise a total of approximately $8.16 million. Underwriting
    arrangements have been finalised with two of the Company's
    substantial shareholders, African Lion Ltd and Lion Selection Group
    Ltd although formal agreements have yet to be executed. African Lion
    Ltd and Lion Selection Group Ltd will be underwriting in the
    proportions 70% and 30% respectively.

    Based on the current market price of approximately 9.5 cents and a
    share capital consolidation ratio of 1 for 8, the proposed
    renounceable issue at 50 cents per share represents a discount of
    over 30% and provides an attractive opportunity for shareholders to
    participate in this issue.

    The funds raised will be used to intensify exploration and
    development programs on the Company's properties in Tanzania, in
    particular the highly prospective Buckreef / Rwamagaza project. A
    number of the Company's less well-explored properties, which have
    been low priority in the past will also be the subject of renewed
    exploration activities. The Company's financial strength following
    these initiatives will also enable it to pursue new properties
    containing known resources that adjoin or are in close proximity to
    existing projects. The Company has already identified some such
    properties and negotiations will be pursued over the next few months.
    This initiative in particular could assist projects in reaching
    critical mass, when existing resources are aggregated with new
    resources. The funds may also be used towards participation in the
    Nyakafuru joint venture (presently subject to a farm-in arrangement
    with Resolute Mining Ltd).

    The capital structure of the Company following these initiatives is
    presented on Attachment 1 and key terms of the underwriting
    agreements are presented on Attachment 2. An Appendix 3B is also
    attached.

    TIMING

    As noted earlier, an independent expert's report has been
    commissioned for the purposes of a shareholders' meeting to vote on
    the issue of shares to African Lion Ltd pursuant to the conversion of
    its Note.

    The Company expects to be in a position to convene the shareholders
    meeting in mid June 2002, with the meeting likely to be held in mid
    July. The prospectus for the renounceable rights issue will be issued
    thereafter. When the Company is in a position to convene the general
    meeting, it will also issue a detailed timetable, including the
    record dates for the share capital consolidation and for the
    participation entitlement in the rights issue as well as the trading
    period for the rights.

    S Shah
    COMPANY SECRETARY

    A copy of the full announcement, including Attachments 1 and 2 is
    available in PDF format on www.asx.com.au. Alternatively it is
    available for purchase from ASX Customer Service on 1 300 300 279.


    MORE TO FOLLOW

    PART 2

    Document date: Wed 29 May 2002 Published: Wed 29 May 2002 20:50:57
    Document No: 217084 Document part: B
    Market Flag: Y
    Classification: Renounceable Issue , Appendix 3B
    SPINIFEX GOLD LIMITED 2002-05-29 ASX-SIGNAL-G

    HOMEX - Perth

    +++++++++++++++++++++++++
    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.

    Name of Entity
    Spinifex Gold Limited

    ABN
    13 064 445 870

    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 Fully paid ordinary shares
    or to be issued

    2. Number of securities issued Approximately 16,336,299 fully
    or to be issued (if known) paid ordinary shares (NB: refer
    or maximum number which to accompanying ASX
    may be issued announcement. This number of
    shares for issue is on a post
    (1 for 8) reconstruction
    basis) to be issued pursuant
    to a renounceable rights
    issue prospectus to be issued
    by the Company.

    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. Do the securities rank equally Yes - ordinary shares will
    in all respects from the date rank equally with existing
    of allotment with an existing fully paid ordinary shares
    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 50 cents per share

    6. Purpose of the issue (if The funds raised will be used
    issued as consideration for to intensify exploration and
    the acquisition of assets, development programs on the
    clearly identify those Company's properties in
    assets) Tanzania, in particular the
    highly prospective Buckreef/
    Rwamagaza project. A number of
    the Company's less well-
    explored properties, which
    have been low priority in the
    past will also be the subject
    of renewed exploration
    activities. It will also
    pursue new properties
    containing known resources
    that adjoin or are in close
    proximity to existing projects.
    The Company has already
    identified some such properties
    and negotiations will be
    pursued over the next few
    months. The funds may also be
    used towards participation in
    Nyakafuru joint venture
    (presently subject to a
    farm-in arrangement with
    Resolute Mining Ltd).

    7. Dates of entering securities N/A - to be advised as shares
    into uncertified holdings will be offered under a rights
    or despatch of certificates issue

    NUMBER CLASS
    8. Number and class of all 65,345,196 Shares
    securities quoted on
    ASX (including the 12,930,769 Options exercisable at
    securities in clause $1.60 on or before
    2 if applicable) 30/06/2006

    NB:

    (i) The above numbers are presented on a 1 for 8 post-reconstruction
    basis.

    (ii) The Company presently has 70,264,907 quoted and 6,250,000
    unquoted options with an expiry date of 30 June 2002. These are
    not noted above as they will expire (or be exercised) prior to
    completion of the capital consolidation.

    NUMBER CLASS
    9. Number and class of all 2,760,417 Options - see
    securities not quoted Attachment A for
    on ASX (including the details
    securities in clause 2
    if applicable)

    NB: The above numbers are presented on a 1 for 8 post-reconstruction
    basis.

    10.Dividend policy (in the case There are no plans to pay
    of a trust, distribution dividends at this stage.
    policy) on the increased
    capital (interests)

    PART 2 - BONUS ISSUE OR PRO RATA ISSUE


    11. Is security holder approval No
    required

    12. Is the issue renounceable Renounceable
    or non-renounceable

    13. Ratio in which the securities One (1) for every three (3)
    will be offered shares (post reconstruction)
    held as at the record date.

    14. Class of securities to which Fully paid ordinary shares
    the offer relates

    15. Record date to determine To be advised
    entitlements

    16. Will holdings on different N/A - only one register
    registers (or subregisters) maintained
    be aggregated for calculating
    entitlements

    17. Policy for deciding entitlements Fractional entitlements will
    in relation to fractions be rounded up to the nearest
    whole number.

    18. Names of countries in which the To be advised
    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 To be advised
    acceptances or renunciations

    20. Names of any underwriters African Lion Ltd (70%) and
    Lion Selection Group Ltd (30%)



    21. Amount of any underwriting fee 4%
    or commission

    22. Names of any brokers to the N/A
    issue

    23. Fee or commission payable to N/A
    the broker to the issue

    24. Amount of any handling fee N/A
    payable to brokers who
    lodge acceptances or
    renunciations on behalf
    of security holders

    25. If the issue is contingent Issue is not contingent on
    on security holders' shareholder approval. However,
    approval, the date of it is subject to conversion of
    the meeting Convertible Notes and share
    capital consolidation, for
    which shareholder approval is
    required. Date of that meeting
    will be advised.

    26. Date entitlement and acceptance To be advised
    form and prospectus or Product
    Disclosure Statement will be
    sent to persons entitled

    27. If the entity has issued options, To be advised
    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 To be advised
    (if applicable)

    29. Date rights trading will end To be advised
    (if applicable)

    30. How do security holders sell To be advised
    their entitlements in full
    through a broker

    31. How do security holders sell To be advised
    part of their entitlements
    through a broker and accept
    for the balance

    32. How do security holders dispose To be advised
    of their entitlements (except
    by sale through a broker)

    33. Despatch date To be advised

    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) X 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
    (If the additional securities do not form a new class, go to 43)

    Tick to indicate you are providing the information or documents

    35. If the securites 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 securites 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
    (now go to 43)

    Entities that have Ticked Box 34 (b)

    Items 38 to 42 are Not Applicable

    ALL ENTITIES

    Fees

    43. Payment method (tick one)

    Cheque attached

    Electronic payment made
    Note: Payment may be made electronically if Appendix 3B is
    given to ASX electronically at the same time.

    Periodic payment as agreed with the home branch has been
    arranged
    Note: Arrangements can be made for employee incentive
    schemes that involve frequent issues of securities.

    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
    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.

    * 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 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.


    S Shah
    COMPANY SECRETARY
    29/05/2002


    ATTACHMENT A

    OPTION EXERCISE PERIODS AND EXPIRY DATES

    NUMBER EXERCISE PRICE EXERCISE PERIODS/EXPIRY DATES

    LISTED
    12,930,769 $1.60 On or before 30/06/2005

    UNLISTED
    122,917 $1.60 On or before 16/11/2002
    33,333 $1.60 On or before 12/01/2003
    66,667 $1.60 On or before 12/01/2004
    12,500 $1.60 On or before 29/11/2003
    25,000 $1.60 On or before 29/11/2004
    2,500,000 $1.60 On or before 30/06/2006

    2,760,417 Total unlisted options

    15,691,186 Total listed and unlisted options



















 
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