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ASX Announcement 25 September 2007
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NON-RENOUNCEABLE RIGHTS ISSUE - PROSPECTUSATOM PROVIDES TIMETABLE FOR ENTITLEMENT Atom Energy Limited (ASX: AXY, “Atom”) is pleased to advise that the Prospectus for the non-renounceable entitlement issue of options has been lodged with ASIC today. A copy of the Prospectus is attached. For further information regarding the entitlement offer please contact Sophie Mackay or Bevan Tarratt on +61 8 9791 7133.
-ENDS-
Further Information: David Hamlyn Managing Director Tel: +61 8 9202 1219 Mobile: +61 (0) 417 915 548 Or visit: www.atomenergy.com.au
Level 24, St Martins Tower, 44 St Georges Terrace, Perth WA 6000 Australia Tel: +61 8 9202 1219 | Fax: +61 8 9218 8875 | Email: [email protected]
ATOM ENERGY LIMITED (ACN 123 629 863)
SHORT FORM
PROSPECTUS
For a non renounceable entitlements issue of 2 New Options for every 3 Shares held by Shareholders as at 5:00pm (WST) 5 October 2007 at an issue
price of $0.01 cent per New Option to raise $565,021.03.
The offer is fully underwritten by Montagu Corporate Pty Ltd Important Notice
This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act 2001. This Prospectus
does not of itself contain all the information that is generally required to be set out in a document of this type but refers to another document
the information of which is deemed to be incorporated in this Prospectus.
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TABLE OF CONTENTS
SECTION 1 CORPORATE DIRECTORY 4 SECTION 2 MANAGING DIRECTOR’S LETTER 5 SECTION 3 TIMETABLE AND IMPORTANT DATES 7 SECTION 4 DETAILS OF THE OFFER 8 SECTION 5 INFORMATION DEEMED TO BE INCORPORATED IN THIS PROSPECTUS 12 SECTION 6 COMPANY OVERVIEW 15 SECTION 7 EFFECT OF THE ENTITLEMENTS ISSUE ON THE COMPANY 25 SECTION 8 OVERSEAS PARTICIPANTS 26 SECTION 10 ADDITIONAL INFORMATION 30 SECTION 11 MATERIAL CONTRACTS 33 SECTION 12 CONSENTS 34 SECTION 13 AUTHORITY OF DIRECTORS 35 SECTION 14 GLOSSARY 36 SECTION 15 APPLICATION FORM 39
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Important Notice
This Prospectus is dated 25 September 2007. A copy of this Prospectus was lodged with the ASIC on 25 September 2007. Neither the ASIC nor ASX take any responsibility for the contents of this Prospectus. No New Options will be issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus. Application will be made within seven (7) days after the date of this Prospectus for permission for the New Options offered by this Prospectus to be listed for Quotation. This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom it would not be lawful to make such an offer or invitation. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an exposure period of seven days from the date of lodgement with ASIC. This period may be extended by ASIC for a further period of up to seven days. The purpose of this exposure period is to enable this Prospectus to be examined by market participants prior to the raising of funds, which examination may result in the identification of deficiencies in this Prospectus. If this Prospectus is found to be deficient, Applications received during the Exposure Period will be dealt with in accordance with section 724 of the Corporations Act. Applications received prior to the expiration of the Exposure Period will not be processed until after the Exposure Period. Applicants should read this document in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to apply for New Options. There are risks associated with an investment in Atom Energy and the New Options offered under this Prospectus must be regarded as a speculative investment. The New Options offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the New Options. An investment in Atom Energy is speculative in nature. Risks associated with investments in exploration companies such as Atom Energy are generally considered high. Investment risks include uranium specific risks, share market, exploration, operating, insurance, commercialisation, competition, no profit to date, future capital needs, environmental, economic and government, government regulation and policy, commodity and exchange, key personnel, native title and tenure and access. Investors are directed to section 4 of the May 2007 Prospectus which sets out certain key issues associated with making an investment in the Company. Certain abbreviations and other defined terms are used throughout this Prospectus. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in Section 14 of this Prospectus. Short Form Prospectus This Prospectus is a short form prospectus issued in accordance with section 712 of the Corporations Act 2001. This means that this Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type. Rather, the Prospectus incorporates by reference information contained in a document that has been lodged with the ASIC. This Prospectus refers to the disclosure document lodged by the Company with the ASIC on 10 May 2007 for the offer of 26,666,667 Shares at an issue price of 30 cents each to raise a total of $8,000,000 (oversubscriptions of up to a further 6,666,667 Shares at an issue price of 30 cents each to raise a further $2,000,000 were offered). In referring to the May 2007 Prospectus, the Company:
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(a) identifies the May 2007 Prospectus as being relevant to the offer of New Options under this
Prospectus and containing information that will provide investors and their professional advisers with information to assist them in making an informed assessment of:
(i) the rights and liabilities attaching to:
(a) the New Options; and (b) the underlying securities;
(ii) the capacity of the Company to issue the underlying securities; and (iii) the assets and liabilities, financial position and performance, profits and losses and
prospects of Atom Energy;
(b) refers investors and their professional advisers to Section 5 of this Prospectus which summarises the information in the May 2007 Prospectus deemed to be incorporated in this Prospectus;
(c) informs investors and their professional advisers that they are able to obtain, free of charge, a
copy of the May 2007 Prospectus by contacting the Company at its registered office during normal business hours during the Offer Period; and
(d) advises that the information in the May 2007 Prospectus will be primarily of interest to investors
and their professional advisers or analysts.
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SECTION 1 CORPORATE DIRECTORY DIRECTORS
Lindsay Colless - Non-Executive Chairman David Hamlyn – Managing Director Bevan Tarratt – Non Executive Director Kjeld Thygesen – Non-Executive Director Thomas Cahill - Non-Executive Director Mike Schwabe - Non-Executive Director COMPANY SECRETARY Karen Brown REGISTERED OFFICE 129 Edward Street PERTH WA 6000 UNDERWRITER TO THE OFFER Montagu Corporate Pty Ltd Citibank House Level 1, 37 St Georges Terrace PERTH WA 6000 LAWYERS TO THE COMPANY Price Sierakowski Pty Ltd Level 24, St Martin’s Tower 44 St George’s Terrace PERTH WA 6000 AUDITORS BDO Kendalls Audit and Assurance (WA) Pty Ltd 128 Hay Street SUBIACO WA 6008 SHARE REGISTRY Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153
CONTACT DETAILS Website: www.atomenergy.com.au Email: [email protected] Telephone: Atom Energy Limited (08) 9202 1219
Share Registry (08) 9315 2333 Facsimile: Atom Energy Limited (08) 9218 8875 Share Registry (08) 9315 2233
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SECTION 2 CHAIRMAN’S LETTER 25 September 2007 Dear Shareholder The Board is pleased to offer Shareholders the opportunity to participate in a 2 for 3 non-renounceable entitlements issue as proposed in the May 2007 Prospectus. All Shareholders registered as at 5.00pm WST on Friday, 5 October 2007 will be entitled to participate in a non-renounceable entitlements issue of New Options on the basis of 2 New Options for every 3 Shares held. The Closing Date for acceptances is 5.00pm WST on Wednesday 24 October 2007. The Board recommends all Shareholders take up their entitlement. Since listing on ASX in late June 2007, the Company has progressed well with exploration on its existing properties in the Northern Territory and in the pursuit of its expansion strategy.
Atom Energy’s main focus has been the Cleo’s Uranium Project (“Cleo’s”) where mineralisation is already defined at the Twin and Dam deposits. Extensive exploration carried out in the mid-1980’s established significant uranium mineralisation at Cleo’s and Atom Energy’s initial work has focused on utilising this historical information to establish a resource estimate compliant with the modern code for reporting exploration results, the JORC code.
The Company’s consultants are completing the initial JORC compliant inferred resource estimate for the Twin and Dam areas at Cleo’s. Drilling to expand resource definition and to test additional established prospects is scheduled to commence in early October 2007.
The Company considers that Cleo’s has the potential to host economic uranium deposits and a substantial proportion of Atom Energy’s exploration budget for the next two years is committed towards evaluating this potential.
I am confident that we will be able to expand the known mineralisation at Cleo’s as a result of this and future drilling programs, and I look forward to announcing these results as they become available. Atom Energy has also made progress in the pursuit and development of new project opportunities. In the Northern Territory the Company has entered into an agreement to acquire a further seven exploration licences covering in excess of 8,000 square kilometres over highly prospective areas. These licences significantly increase Atom Energy’s footprint in the now heavily pegged territory, as well as complement the Company’s existing tenement portfolio. Atom Energy recently committed investment funds to support an unlisted public company, Mustang Energy Ltd, to acquire an interest in a group of uranium properties in south east Utah, USA. This investment will provide Atom Energy with exposure to very prospective assets in a well recognised uranium district in a country with an established and rapidly expanding nuclear industry, Through its shareholding in Mustang Energy Ltd, the investment will offer the Company an opportunity to be involved in very exciting overseas projects without distracting Atom Energy’s management time and attention away from the Company’s own priorities in the Northern Territory.
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Atom Energy’s ultimate goal is to become a dynamic Australian company focused on mineral exploration and mine development. In the short-term pursuit of this goal, we have a very exciting next twelve months planned. We will continue to drill at Cleo’s Uranium project in order to expand the known resources, as well as commence our exploration program on our other territory properties.
The Board takes this opportunity to thank all Shareholders for their support since listing and looks forward to your continued support in the future. Yours faithfully,
Lindsay A Colless Chairman
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SECTION 3 TIMETABLE AND IMPORTANT DATES
EVENT
DATE
Prospectus lodged with ASIC and ASX
25 September 2007
Record Date for determining entitlements
5 October 2007
Dispatch Prospectus
9 October 2007
Opening Date
10 October 2007
Closing Date
24 October 2007
Deferred settlement trading commences
29 October 2007
Dispatch of Allotment Statements
1 November 2007
This timetable is indicative only. The Directors generally reserve the right to vary the Opening Date and Closing Date without prior notice, which may have a consequential effect on other dates.
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SECTION 4 DETAILS OF THE OFFER
4.1 Purpose of the Entitlements Issue
The funds raised by the Offer of up to $565,021.03 will be applied to working capital and also to meet Issue expenses of approximately $70,000.
4.2 The Entitlements Issue
The Company is making a pro-rata non-renounceable Entitlements Issue to Shareholders who are registered at 5.00pm WST on 5 October 2007 with registered addresses in Australia and New Zealand of up to 56,502,103 New Options at an issue price of 1 cent each to raise up to $565,021 (before costs of the Issue). The New Options will be offered on the basis of two (2) New Options for every three (3) Shares held.
4.3 Entitlement
The number of New Options to which each Shareholder is entitled is shown on the enclosed Acceptance Form. Shareholders may accept their entitlement in full or in part by returning a completed Acceptance Form to the Company’s share registry by 5.00 pm WST, 24 October 2007.
4.4 Minimum Subscription
There is no minimum subscription. 4.5 Oversubscriptions
Oversubscriptions will not be accepted.
4.6 Clearing House Electronic Sub-Register System (“CHESS”) and Issuer Sponsorship
The Company will not be issuing New Option Certificates. The Company will apply to ASX to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation. Electronic registers mean that the Company will not be issuing certificates to investors instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Options allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number (HIN), if broker sponsored, or Securityholder Reference Number (SRN), if issue sponsored, and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship. Monthly statements will be provided to holders in circumstances in which there have been any changes in their security holding in the Company during the preceding month.
4.7 Privacy Act
If you complete an application for New Options, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and
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will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration. The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company share registry. You can access, correct and update the personal information that the Company holds in relation to you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in the Prospectus. Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act 2001 and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the application for New Options, the Company may not be able to accept or process your application.
4.8 Issue Price
The issue price is 1 cent for each New Option payable in full in Australian currency on the acceptance of the Entitlements Issue as follows:
• Cheque drawn on and payable at any Australian bank; • Money Order; or • Bank draft drawn on and payable at any Australian bank.
4.9 Acceptance
This Offer may be accepted in whole or in part. Acceptance and payment in full of 1 cent per New Option must be received before 5.00pm WST on 24 October 2007. Instructions for completion and lodgement of acceptances are set out on the back of the enclosed Acceptance Form.
4.10 Action Required
If you wish to take up all of your entitlement, complete the enclosed Acceptance Form in accordance with the instructions set out and lodge the form together with your cheque for the amount shown on the form so that it reaches the Company’s share registry: Delivered: Atom Energy Limited c/- Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153
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Posted: Atom Energy Limited c/- Security Transfer Registrars Pty Ltd PO Box 535 APPLECROSS WA 6953 by no later than 5.00pm WST on 24 October 2007. Cheques and drafts should be made payable to “Atom Energy Limited – Application Funds” and crossed “Not Negotiable”. If you wish to take up part of your entitlement, complete the enclosed Acceptance Form in respect of the New Options you wish to take up in accordance with the instructions set out in the form and lodge the form together with your cheque for the relevant amount (being the number of New Options you wish to take up multiplied by 1 cent per New Option) so that it reaches the Company’s share registry by no later than 5.00pm WST on 24 October 2007. If you do not wish to take up any of your entitlement, you do not need to take any action and your entitlement to the New Options will lapse.
4.11 Underwriting
Montagu Corporate has agreed to be the Underwriter to the Offer. As Underwriter, Montagu Corporate will receive an underwriting fee of 5% of the Underwritten Amount. If Montagu Corporate underwrites the maximum number of Shortfall Options and all the New Options are then exercised, Montagu Corporate’s voting power in the Company would be 41.49%
4.12 Closing Date
The Closing Date for the Offer is 5.00 pm WST on 24 October 2007. The Directors reserve the right to close the Offer earlier or to extend the Closing Date without notice.
4.13 Offer Period
The Prospectus will be dispatched to Shareholders on 9 October 2007. The Offer closes on 24 October 2007.
4.14 Allotment
The New Options will be allotted and issued as soon as practicable after 24 October 2007. Statements of holding for the New Options will be mailed as soon as possible after the Closing Date. No New Options will be allotted and issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus.
4.15 Stock Exchange Quotation
Application for official quotation of the New Options by the ASX will be made by the Company within seven (7) days of the date of this Prospectus. Application for official quotation of Shares allotted and issued as a result of the exercise of New Options issued under this Prospectus will be made within three (3) business days of allotment and issue.
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4.16 Overseas Shareholders
The Entitlements Issue represents an offer of New Options only to those entities with registered addresses in either Australia or New Zealand. Shareholders resident outside Australia or New Zealand should consult their professional advisers as to whether any governmental or other consents are required, or whether any other formalities need to be observed in order to enable them to accept or deal with their entitlements. This Prospectus does not constitute an offer in any place in which or to any person to whom it would not be lawful to make such an offer.
4.17 Enquiries
If you have any questions concerning your entitlement, please contact the Company Secretary, Ms Karen Brown on (08) 9227 1186, or fax (08) 9227 8178 or contact your professional adviser.
4.18 Risk Factors
As noted in Section 4 of the May 2007 Prospectus, an investment in the Company carries certain risks that may impact on the future profitability of the Company. The risk factors included in the May 2007 Prospectus are referred to in section 5 of this Prospectus. The New Options offered under this Prospectus should be considered speculative because of the nature of the Company’s business. The business activities of the Company are subject to various risks that may impact on the future performance of the Company. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or the price at which the New Options will trade. The Directors recommend that potential investors examine the contents of the May 2007 Prospectus in particular section 4 of the May 2007 Prospectus “Investments Risks” and consult their professional advisers before deciding whether to apply for New Options pursuant to this Prospectus.
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SECTION 5 INFORMATION DEEMED TO BE INCORPORATED IN THIS PROSPECTUS
5.1 Short Form Prospectus
This Prospectus is a short form prospectus issued in accordance with section 712 of the Corporations Act 2001. This means that this Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type, however it incorporates by reference information contained in a document that has been lodged with the ASIC. The information to be incorporated by reference into this Prospectus is summarised below in sub-section 5.2 and will primarily be of interest to investors and their professional advisers or analysts. The Company informs investors and their professional advisers that they are able to obtain, free of charge, a copy of the May 2007 Prospectus by contacting the Company at its registered office during normal business hours during the Offer Period. The May 2007 Prospectus will also be available by searching ASIC’s records in relation to Atom Energy, or by visiting the Company’s website at www.atomenergy.com.au.
5.2 Summary of Information Deemed to be Incorporated Set out below is a summary of the information contained in the May 2007 Prospectus that is deemed to be incorporated in this Prospectus to assist investors and their professional advisers to determine whether, for the purposes of making an informed investment decision in relation to the New Options, they should obtain a copy of the May 2007 Prospectus. The Sections referred to below refer to sections in the May 2007 Prospectus.
Section 2 - Business and Project Review
This section contains a summary of the projects and tenements acquired by Atom Energy since its incorporation on 25 January 2007 to the date of the May 2007 Prospectus. It details the objectives and strategies of the Company and provides information relating to the mineral exploration tenements which are divided into four (4) main projects. The main projects are the: • Cleo’s Uranium Project; • Munadgee Creek Uranium Project; • Native Gap Project;and • Gayland Creek Project. Section 2 also summarises the intended exploration expenditure in regard to each of the projects noted above. Section 3 - Board and Management Section 3 contains information relating to each of the six directors of the Company and also refers to the corporate governance policies adopted by the Board. Section 4 - Risk Factors Section 4 notes that an investment in Atom Energy has risks reasonably expected of an investment in a business of its type. It details a number of factors that may impact on the
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success and future profitability of Atom Energy. The factors referred to are uranium specific risks, investment risks, share market risks, exploration risk, operating risks, insurance risks, commercialisation risks, competition risks, no profit to date, future capital needs, environmental risks, economic and government risks, government regulation and policy, commodity price and exchange rate risk, reliance on key personnel, native title and Aboriginal heritage and tenure and access. Section 5 - Independent Geologist’s Report Section 5 consists of the report prepared by the Independent Geologist, Al Maynard and Associates. The report describes in detail the geological setting and historical mining and exploration on the mining tenements of Atom Energy. The Report also sets out details of proposed exploration programs on the mining exploration tenements. Section 6 - Investigating Accountant’s Report Section 6 comprises the Investigating Accountant’s Report prepared by BDO Kendalls Corporate Finance (WA) Pty Ltd, dated 9 May 2007. The report was included in the May 2007 Prospectus to assist investors and their financial advisers in making an assessment of the financial position of the Company. The Investigating Accountant’s Report contains the unaudited statement of financial performance for the period from incorporation to 8 May 2007, statement of financial position of the Company as at 8 May 2007 and pro-forma statement of financial position as at that date reflecting the position of the Company on the basis that various transactions, including the issue of all the Shares offered under the May 2007 Prospectus and the final settlement of the acquisition of all the mineral exploration tenements comprising the various projects by the Company, have been completed. Based on their review, the Investigating Accountant stated that nothing had come to their attention that caused them to believe that: (i) the historical financial information, as set out in the Appendices of their report is
not presented fairly in accordance with generally accepted accounting principles as applied in Australia for reporting on financial information in a public offer document.
(ii) the pro-forma financial information does not present fairly the financial position of
the Company as at 8 May 2007, in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable accounting standards and other mandatory professional reporting requirements in Australia as if the pro-forma transaction had occurred on that date.
Section 7 - Solicitor’s Report on Tenements Section 7 consists of a report prepared by Price Sierakowski Lawyers, on the mining tenements acquired or which may be acquired by Atom Energy. The report details the titleholders of the mining tenements and the agreements entered into by the Company with the various parties. Please refer to section 6.3 of this Prospectus which includes a Solicitors Report on the New Tenements which the Company has recently contracted to acquire. Section 6.2 of this Prospectus contains a summary of the additional material contacts to which the Company is a party which may be material in terms of the Offer. Section 8 - Additional Information
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Section 8 sets out additional information required to be disclosed in the prospectus including: • Rights Attaching to Shares;
• Summary of Material Contracts to which the Company is a party (other than those summarised in Section 7) that the Directors considered were material in enabling investors to make an informed assessment of the offer of Shares under the May 2007 Prospectus;
• Interests of Directors of the Company;
• Interests of Persons Named in the May 2007 Prospectus;
• Details of the Consents of persons named in the May 2007 Prospectus;
• Expenses of the issue;
• Taxation;
• Exposure Period;
• A statement that the Company is not involved in any material litigation or arbitration proceedings, nor are any proceedings pending or threatened against the Company;
• Availability of an Electronic Prospectus; and
• Terms and Conditions of Options.
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SECTION 6 COMPANY OVERVIEW 6.1 Overview and Reference to May 2007 Prospectus
A comprehensive overview of the Company is set out in the May 2007 Prospectus that was lodged with ASIC on 10 May 2007 for the initial public offering of 26,666,667 Shares (oversubscriptions of up to a further 6,666,667 Shares were offered). Persons considering subscribing for New Options under this Prospectus should refer to Section 5 of this Prospectus for a summary of the information contained in the May 2007 Prospectus deemed to be incorporated in this Prospectus. As detailed in Section 2.3 of the May 2007 Prospectus, Atom Energy had proposed an exploration budget of $6,075,000 over 24 months on the four (4) main projects acquired by Atom Energy. To date, approximately $99,650 has been expended with the balance proposed to be spent in the next 18 – 24 months. The actual manner in which the exploration expenditure is incurred may vary having regard to numerous factors, including the results of ongoing exploration activities and other matters as outlined in Section 4 of the May 2007 Prospectus. On 18 June 2007, the Directors resolved to allot and issue 33,333,333 Shares at an issue price of 30 cents each pursuant to applications received under the May 2007 Prospectus. On 18 June 2007 the Directors resolved to allot and issue 35,919,820 Shares required to complete the acquisition of mining tenements under the agreement detailed in Section 7 of the May 2007 Prospectus. Settlement of these acquisitions has now been effected. The Company now has 84,753,154 Shares on issue, 3,000,000 Managing Director’s Options, 4,000,000 Non Executive Director’s Options and 400,000 Incentive Options on issue. Atom Energy was admitted to the Official List on 21 June 2007 with official quotation of its shares commencing on 26 June 2007. Under the ASX Listing Rules, 49,586,488 Shares and 7,000,000 Options were subject to escrow restrictions. Accordingly, the Company’s share registry has implemented holding locks on the relevant holdings and will not release them without ASX approval. A further 1,833,333 shares are the subject of voluntary escrow agreements. The numbers and periods of escrow are as follows:
1,833,333 Shares for 4 months from 26 June 2007;
2,858,633 Shares for 12 months from 8 May 2007;
3,600,000 Shares for 12 months from 18 June 2007;
43,127,855 Shares for 24 months from 26 June 2007;
3,000,000 Managing Director’s Options for 24 months from 26 June 2007; and
4,000,000 Non Executive Director’s Options for 24 months from 26 June 2007.
The balance of the issued capital of the Company, being 33,333,333 Shares, is quoted on ASX.
6.2 Circumstances or Matters subsequent to the May 2007 Prospectus
Other than as stated below and elsewhere in this Prospectus, the Company is not aware of any material matter or circumstance that would impact on the contents of the May
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2007 Prospectus or the activities and prospects of the Company and be relevant to assist investors or their professional advisers making an informed assessment of relevant matters:
(a) Option Issue
On 13 July 2007, the Company issued 400,000 Incentive Options to the Company Secretary on the same terms and conditions as the existing Non Executive Director’s Options. These Options are exercisable at 37.5 cents on or before 26 June 2010.
(b) Material Contracts Summary – Underwriting Agreement
The Company entered into an underwriting agreement with Montagu Corporate on 27 August 2007 (“Underwriting Agreement”). Pursuant to the Underwriting Agreement Montagu Corporate has agreed to underwrite all of the Shortfall Options under the Offer. The material terms of the Underwriting Agreement are: (i) the Company must notify Montagu Corporate of the number of options in
respect of which valid applications have been received on or before 26 October 2007;
(ii) Montagu Corporate will underwrite the Offer by subscribing and paying (or
procuring subscription and payment of) that portion of Shortfall Options which have not been accepted under the Offer;
(iii) the Company will pay Montagu Corporate an underwriting fee of 5% of the
Underwritten Amount;
(iv) Montagu Corporate is entitled to terminate the Underwriting Agreement if amongst other events:
(A) the S & P/ASX 300 Index of ASX is at a level which is 10% or more
for three (3) consecutive business days below the level of the S&P/ASX300 Index at the close of business of the ASX on the business day immediately before the date of the Underwriting Agreement;
(B) the S & P/ASX300 Metals and Mining Index of ASX is at a level
which is 10% or more for three (3) consecutive business days below the level of the S & P/ASX300 Metals and Mining Index as at the close of business of the ASX on the business day immediately before the date of the Underwriting Agreement;
(C) the price of gold on the London Metals Exchange is at a level
which is 10% or more for three (3) consecutive business days below the price of gold on the London Metals Exchange as at the close of business on that market on the business day immediately before the Underwriting Agreement; or
(D) the spot price of uranium oxide as determined by the Ux
Consulting Company LLC (“UxC”) of Georgia USA, is at a level which is 10% or more for one (1) week below the price of uranium as determined by UxC as at the close of business on that market
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on the business day immediately before the Underwriting Agreement;
(v) the remaining terms, conditions and warranties contained in the
Underwriting Agreement are considered standard for an agreement of this type.
(c) Material Contracts Summary – Tenement Acquisition Agreements
The Company entered into a Tenement Acquisition Heads of Agreement with Imperial Granite and Minerals Pty Ltd (ACN 080 314 012) (“Imperial”) and Norman Sydney McCleary (together the “Vendors”) on 22 August 2007 to acquire all the right title and interest in EL24604, EL25347, ELA25594, ELA25937, ELA26178, ELA26179 and ELA25989 (together the “New Tenements”) (“Tenement Acquisition Agreement”). The material terms of the Tenement Acquisition Agreement are: (i) the Company purchases all the right title and interest of the Vendors in the
New Tenements from the Vendors; (ii) the Company must pay the Vendors $200,000 in cash by way of
consideration for the purchase of the New Tenements and an additional sum of approximately $20,000 as reimbursement of the Vendor’s costs in obtaining an independent geologist’s report on the New Tenements (“Vendor’s Report”);
(iii) the Vendors must provide the Company with the Vendor’s Report at
settlement of the Tenement Acquisition Agreement;
(iv) the agreement contains conditions, terms and warranties considered standard in an agreement of this type.
The Tenement Acquisition Agreement is conditional upon:
(v) the Company obtaining any relevant ministerial approvals and consents in
respect of the sale and transfer of the New Tenements;
(vi) the Company obtaining all necessary shareholder approvals and other regulatory approvals for the transactions contemplated by the Tenement Acquisition Agreement;
(vii) Imperial obtaining all necessary shareholder approvals and other
regulatory approvals for the transactions contemplated by the Tenement Acquisition Agreement;
(viii) the Vendors maintaining the New Tenements in good standing up until the
settlement date of the Agreement; and
(ix) the Vendors providing the Company with all mining information and other relevant documentation.
(d) Material Contracts Summary – Mustang Agreement
On 28 August 2007, the Company announced its intention to commit initial investment funds of $450,000 to assist unlisted public company, Mustang Energy Ltd (Mustang), to acquire an
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interest in a group of uranium properties in south east Utah in the United States of America and to conduct preliminary exploration over the project area. These funds will be committed in conjunction with other investors. The Mustang properties cover sixteen (16) square kilometers of granted mineral claims over prospective sedimentary units hosting uranium and vanadium mineralisation in the renowned uranium mining area known as the “Four Corners” district. The district, at the junction of Utah, Arizona, Colorado and New Mexico, was a major American producer of uranium and vanadium in the 1940s through to the 1960s. Applications for further claims covering an additional 23km2 over the same prospective sedimentary formations will be registered in the immediate future.
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6.3 Solicitors Report on New Tenements
Price Sierakowski Pty Ltd ACN 113 920 442 Trading as Price Sierakowski Level 24, St Martin’s Tower 44 St George’s Terrace Perth WA 6000 PO Box Z5433 St George’s Terrace Perth WA 6831 Telephone: +61 (08) 9221 6733 Facsimile: +61 (08) 9221 6744 www.pricesierakowski.com.au email [email protected] September 2007 The Directors Atom Energy Limited Level 24 44 St Georges Terrace PERTH WA 6000
Our Ref: 070288 Solicitor: Simon Jenkins/
Anastasia De Reuck
Dear Sirs SUPPLEMENTARY REPORT ON MINING TENEMENTS – ATOM ENERGY LIMITED (ACN 123 629 863) (“COMPANY”) 1.2 This supplementary report has been prepared for inclusion in the Prospectus to be issued by the Company dated on or about 25 September 2007 to raise up to $565,021.03 through a non-renounceable entitlements issue of two new options for every three shares held by the shareholders of the Company. This report supplements the Solicitors Report on Mining Tenements contained in the Company’s Prospectus dated 10 May 2007. We have been requested to report on the various interests in mining tenements and applications for mining tenements to which the Company is proposing to be entitled or has acquired rights (“the Tenements”) since the May 2007 Prospectus. Details of the Tenements are listed in the attached Schedule of Tenements (“the Schedule”) which together with the Notes to the Schedule (“the Notes”) forms part of this report. The Tenements are located in the Northern Territory (“NT”) and are identified as such in the Schedule. 1. Searches
We conducted searches of the Tenements listed in the Schedule in the registers maintained by the NT Department of Primary Industry Fisheries and Mines (“DPIFM”) on
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10 September 2007. We further conducted native title searches of the Tenements on 10 September 2007 on the registers maintained by the National Native Title Tribunal (“NNTT”). As a result of those searches we consider this report provides an accurate statement, as at the date of the respective searches, as to the status of the Tenements. We have assumed the information in the registers maintained by DPIFM and NNTT is accurate. The references in the Schedule to the areas of the Tenements are taken from details shown on DPIFM and NNTT’s registers. No survey was conducted to verify the accuracy of the Tenement areas. We have further assumed that the various parties’ seals and signatures on the agreement summarised in section 6.2(c) of this Prospectus are authentic. We have assumed that any related agreements were validly authorised, executed and delivered by, and are binding on, the parties to them and comprise the entire agreement of the parties.
2 General Information about Mining Tenements 2.1 Northern Territory
(a) Mineral Lease (“ML”) A ML gives the holder the exclusive right to find, extract and dispose of the minerals specified in the ML on the land the subject of that ML. A ML remains in force for the period specified in the ML from the date of grant. The holder may renew the term for a maximum of 25 years under the Mining Act 1980 (NT) (“Mining Act”). All ML’s are subject to conditions considered standard throughout the mining industry in Australia.
(b) Mining Lease Application (“MLA”)
A MLA does not constitute a lease while the application is pending grant. The applicant may not conduct any exploration or mining on the land the subject of the MLA except for the conduct of a survey however where the applicant remains the holder of an underlying exploration licence, work can still be conducted on that licence area. A grant may often take a considerable amount of time with the discretion to grant being vested in the Minister responsible for the administration of the Mining Act. The Minister must consider the recommendation of the Mining Warden when considering whether or not to grant the application but will still maintain his or her discretion.
(c) Exploration Licence (“EL”)
An EL authorises the holder to enter onto the area covered by the EL with any necessary equipment for the purposes of exploring the area covered by that EL. An EL permits exploration for minerals and the undertaking of operations connected to such exploration, the holder of an EL may also extract and collect samples from that EL. Under the Mining Act an EL must be reduced in size after the first 24 months and then at 12 month intervals after that. Generally an EL must be reduced by 50% at a time though the Minister, on application, can waive this reduction. All EL’s are subject to conditions considered standard throughout the mining
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industry in Australia. Pursuant to the Tenement Acquisition Agreement summarised in section 6.2(c) of this Prospectus the Company has contracted to purchase a 100% interest in EL 24604, EL 25347 and EL 25594. Details of the EL’s are contained in the Schedule.
(d) Exploration Licence Application (“ELA”)
If an ELA is successful the Minister will grant an EL to the applicant. An ELA gives the applicant no title to land or any exclusive rights relating to the land the subject of the application. The power to grant an EL is vested in the Minister and he or she has the discretion to grant an EL and may also impose conditions. The Minister may only grant an EL if the native title process described below has been complied with.
Pursuant to the Tenement Acquisition Agreement the Company has contracted to purchase a 100% interest in ELA 25937, ELA 26178, ELA 26179 and ELA 25989. Details of the ELA’s are contained in the Schedule. We note that while we have no reason to believe that the ELA’s will not be granted, such grant will always be at the discretion of the Minister.
3 Aboriginal Sites
Please refer to sections 3, 4, 5, 6, 7 and 8 of the Solicitors Report on Mining Tenements contained in section 7 of the May 2007 Prospectus and the Schedule and Notes attached to this Solicitors Report for further details relating to: (a) Aboriginal Sites;
(b) Native Title Legislation;
(c) Native Title Claims;
(d) Validity of the Tenements;
(e) Renewals and Extension of Tenements; and
(f) Australian Government Regulation and Policy.
4 Compliance
The Company’s interest in or rights in relation to the granted Tenements are subject to the holder continuing to comply with the respective terms and conditions of the respective granted Tenements under the provisions of the Mining Act and regulations made pursuant to that legislation together with the conditions specifically applicable to any granted Tenements. In the Tenement Acquisition Agreement, the Tenement holders confirmed that the various conditions in respect of each granted Tenement have been met in all material respects. The searches that we have carried out in relation to the Tenements do not reveal any failure to comply with the conditions with respect of each of the Tenements.
5 Qualifications
While the status of the Tenements is dealt with in detail in the Schedule and the Notes to the Schedule we point out by way of summary that:
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(a) we have assumed that all information in the registers maintained by DPIFM and
NNTT are complete and accurate as at the time the searches were conducted;
(b) we assume that all information and advice whether oral or written provided to us by the Company, its officers, employees, agents or representatives is accurate and complete;
(c) in relation to each Tenement application we express no opinion as to whether
such Tenement application will ultimately be granted (including whether relevant Ministerial consent will be obtained) nor the conditions subject to which such Tenement application may be granted; and
(d) in relation to each native title claim outlined in this report we do not express an
opinion on the merits of such native title claim. 6 Consent
The report is given solely for the benefit of the Company and the directors of the Company and is not to be relied on or disclosed to any other person or quoted or referred to in any public document or part of any government body or other person without our prior consent.
Yours faithfully
PRICE SIERAKOWSKI
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Schedule
Tenement No. and
Type
Registered Holder/
Applicant
Interest State Grant/ Application
Date
Expiry Date
Area Expenditure Commitments
Per Annum
Rates and Rents Per
Annum (inclusive of GST)
Encumbrances Relevant Native Title
Notes
EL 24604 IGM
100% NT 06/10/2006 05/10/2012 500 SubBlocks
$58,000 $5,500 Nil 1, 2
EL 25347 IGM
100% NT 12/03/2007 11/03/2013 462 SubBlocks
$71,000 $5,082 Nil 4
EL 25594 IGM
100% NT 23/08/2007 22/08/2013 497 SubBlocks
$92,000 $5,467 Nil 4
ELA 25937 IGM 100% NT 23/02/2007 N/A 145 Sub Blocks
$71,000 N/A Nil 4
ELA 26178 IGM 100% NT 23/05/2007 N/A 500 Sub Blocks
$98,000 N/A Nil 4
ELA 26179 IGM 100% NT 24/05/2007 N/A 408 Sub Blocks
$98,000 N/A Nil 4
ELA 25989 NSM 100% NT 23/03/2007 N/A 148 Sub Blocks
N/A N/A Nil 3
Legend IGM Imperial Granite & Minerals Pty Ltd (ACN 080 314 012) NSM Norman Sydney McCleary
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Native Title Notes 1. Application Name: Kurundi Tribunal No: DC01/17 Federal Court No: NTD6017/01 Date Filed: 28/02/2001 Claim Status: Registered Current Status: Active Notification Status: Notification complete In Mediation: Yes
2. Name: Kurundi/CLC Mineral Claims Type: Area Agreement State/Territory: Northern Territory Registration Date: 20/11/2003 Tribunal File No: DI2003/007 Subject Matter: Mining Local Government Regions: Unincorporated Area –NT
3. Name: Teck Cominco Australia Pty Ltd/ CLC Type: Area Agreement State/Territory: Northern Territory Registration Date: 17/04/2003 Tribunal File No: DI2002/008 Subject Matter: Mining Local Government Regions: Unincorporated Area –NT
4. There are currently no native title determinations, applications or ILUA’s overlapping
these Tenements.
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SECTION 7 EFFECT OF THE ENTITLEMENTS ISSUE ON THE COMPANY Under the Offer, up to 56,502,103 New Options are available for issue and will be issued if the Offer is fully subscribed (either by Shareholders accepting the offer under this Prospectus or in accordance with the terms of the Underwriting Agreement summarised in section 6.2(b) of this Prospectus). The Company has 3,000,000 Managing Director’s Options, 4,000,000 Non Executive Director’s Options and 400,000 Incentive Options on issue and upon completion of the Entitlements Issue, the issued capital of the Company will comprise 84,753,154 Shares, 56,502,103 New Options, 3,000,000 Managing Director’s Options, 4,000,000 Non Executive Director’s Options and 400,000 Incentive Options. After expenses of the Offer, the proceeds from the issue of New Options will be approximately $495,021. These funds will be applied to the general working capital requirements of the Company.
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SECTION 8 OVERSEAS PARTICIPANTS The Entitlements Issue represents an offer of New Options only to those entities with registered addresses in either Australia or New Zealand. Shareholders resident outside Australia or New Zealand should consult their professional advisers as to whether any governmental or other consents are required, or whether any other formalities need to be observed in order to enable them to accept or deal with their entitlement.
This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make an offer.
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SECTION 9 TERMS AND CONDITIONS OF NEW OPTIONS AND RIGHTS ATTACHING TO SHARES 9.1 Terms and Conditions of New Options
The New Options will entitle the holders to subscribe for fully paid ordinary shares in the Company on the following terms:
1. Each New Option entitles the holder to acquire one Share in the Company. 2. Each New Option may be exercised by forwarding to the Company at its
registered office or share registry an exercise notice duly completed together with payment of the sum of thirty seven and a half cents (37.5c) per New Option exercised. The New Options will lapse at 5pm WST on the date which is three years from the date the New Options are quoted on ASX (“Expiry Date”).
3. The New Options may be transferred by an instrument (duly stamped) where
necessary) in the form commonly used for transfer of options at any time until their Expiry Date. This right is subject to any restrictions on the transfer of an option that may be imposed by ASX in circumstances where the Company is listed on ASX.
4. Optionholders shall be permitted to participate in new issues of securities on
the prior exercise of options in which case the Optionholders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise the New Option.
5. Shares issued on the exercise of the New Options will be issued not more than
fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of a New Option will rank equally with the then issued ordinary shares of the Company in all respects. If the Company is listed on ASX, it will, pursuant to the exercise of a New Option, apply to ASX for Quotation of the Shares issued as a result of the exercise, in accordance with the Corporations Act and the Listing Rules.
6. In the event of any reconstruction (including consolidation, sub-division,
reduction or return) of the issued capital of the Company all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.
7. If there is a bonus issue to shareholders, the number of shares over which the
Option is exercisable may be increased by the number of shares which the holder of the New Option would have received if the New Option had been exercised before the record date for the bonus issue.
8. In the event that a pro rata issue (except a bonus issue) is made to the holders
of the underlying securities in the Company, the exercise price of the New Options may be reduced in accordance with Listing Rule 6.22.
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9.2 Rights attaching to Shares upon Conversion of New Options
Full details of the rights attaching to Shares are set out in the Company’s Constitution a copy of which can be inspected, free of charge, at the Company's registered office during normal business hours. The following is a broad summary of the rights, privileges and restrictions attaching to all Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. All Shares issued pursuant to this Prospectus will from the time they are issued, rank pari passu with all the Company’s existing Shares. Voting Rights Subject to any rights or restrictions for the time being attached to any class or classes of Shares (at present there are none), at meetings of Shareholders of Atom Energy: (a) each Shareholder entitled to vote may vote in person or by proxy, attorney or
representative; (b) on a show of hands, every person present who is a Shareholder or a proxy,
attorney or representative of a Shareholder has one vote; and (c) on a poll, every person present who is a Shareholder or a proxy, attorney or
representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share.
Rights on Winding Up Subject to the rights of holders of shares with special rights in a winding up (at present there are none), on a winding up of Atom Energy all assets that may be legally distributed among members will be distributed in proportion to the number of fully paid Shares held by them (and a partly paid share is counted as a fraction of a fully paid share equal to the amount paid on it, divided by the total issue price of the Share). Transfer of Shares Subject to the Constitution the Corporations Act 2001, the ASTC Operating Rules, the ASX Listing Rules and any other laws, Shares are freely transferable. Future Increases in Capital The allotment and issue of any Shares is under the control of the Directors. Subject to restrictions on the allotment of Shares to Directors or their associates, the ASX Listing Rules, the Constitution and the Corporations Act 2001, the Directors may allot or otherwise dispose of Shares on such terms and conditions as they see fit. Variation of Rights Under the Corporations Act 2001, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to
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Shares. If at any time the share capital is divided into difference classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class. Dividend Rights Subject to the rights of holders of shares issued with special preferential or qualified rights (at present there are none), the profits of Atom Energy which the Directors determine to distribute by way of dividend are divisible among the holders of Shares in proportion to the number of Share held by them.
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SECTION 10 ADDITIONAL INFORMATION 10.1 Market Prices of Ordinary Shares
Official quotation of the Company’s Shares commenced on 26 June 2007 and consequently, the trading history on ASX as at the date of this Prospectus is limited to that period. The highest and lowest recorded market sale prices of the Company’s Shares quoted on ASX during the period from commencement of official quotation to the date of this Prospectus were 76.5 cents on 28 June 2007 and 29 cents on 16 August 2007. The last market sale price of the Company’s Shares on ASX on the last day that trading took place in these shares prior to the date of this Prospectus was 35 cents on 24 September 2007. The Company has no options over Shares currently quoted on ASX.
10.2 Taxation
It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them by consulting their own professional tax advisers before investing in the New Options. Taxation consequences will depend on particular circumstances. Neither Atom Energy nor any of its officers accept any liability or responsibility in respect of the taxation consequences of the matters referred to above or any other taxation consequences connected with an investment in the New Options in Atom Energy or dealing with an entitlement in this Entitlements Issue.
10.3 Legal Proceedings
There is no litigation, arbitration or proceedings pending against or involving the Company as at the date of this Prospectus.
10.4 Continuous Disclosure and Documents Available for Inspection
The Company is listed on ASX and its Shares are quoted on ASX. The Company is a “disclosing entity” for the purposes of the Corporations Act 2001. As such, it is subject to regular reporting and disclosure obligations, which require it to disclose to ASX any information of which it is or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company. Copies of documents lodged with the ASIC in relation to the Company may be obtained from or inspected at, an office of the ASIC. This includes the May 2007 Prospectus referred to in Section 5 of this Prospectus.
The Company will provide a copy of all documents used to notify the ASX of information relating to the Company under the provisions of the Listing Rules since official quotation on 26 June 2007. As at the time of lodging this Prospectus the only such documents were :
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Date Number Details 24/09/2007 25 Appendix 3B- Rights Issue 11/09/2007 24 Non-Renounceable Rights Issue of Options 24/08/2007 23 Atom to Pursue Investment in Utah Uranium Projects24/08/2007 22 Atom to acquire new uranium tenements 13/07/2007 21 Appendix 3B on issue of unlisted 13/07/2007 20 Appointment of CFO 03/07/2007 19 Initial Director’s Interest Notice 02/07/2007 18 Initial Director’s Interest Notice x5 26/06/2007 17 Lists on ASX today 21/06/2007 16 Constitution 21/06/2007 15 Pr-Quotation Disclosure 21/06/2007 14 Pre-JORC Mineralisation 21/06/2007 13 Statement of Corporate Governance 21/06/2007 12 Clarification of exploration licences acquired 21/06/2007 11 Completion of Tenement Acquisition 21/06/2007 10 Restricted Securities 21/06.2007 9 Option Terms and Conditions 21/06/2007 7 Pro-Forma Balance Sheet 21/06/2007 6 Top 20 shareholders 21/06/2007 5 Distribution Schedule 21/06/2007 4 Appendix 1A: ASX Listing application and agreement21/06/2007 3 ASX Circular: Commencement of Official Quotation 21/06/2007 2 Admission to Official List 21/05/2006 1 Disclosure Document
10.5 Interests of Directors and Experts
A full disclosure of the interests of Directors, Experts and Promoters of and to the Company for the period commencing on incorporation of the Company and to the date of issue of the May 2007 Prospectus are set out in Section 8.6 of the May 2007 Prospectus and other than as set out below or elsewhere in this Prospectus, that information and disclosure remains current.
The interest of the Directors in the securities of the Company at the date of this Prospectus are as follows: Directors Shares Options Lindsay Colless 25,000 800,000 David Hamlyn 226,666 3,000,000 Bevan Tarratt 4,675,061 800,000 Thomas Cahill 800,000 800,000 Kjeld Thygesen - 800,000 Mike Schwabe - 800,000 Mr. Bevan Tarratt has contracted with Montagu Corporate to sub-underwrite up to a maximum of 29,251,051 of the Shortfall Options (“Sub-Underwritten Amount”). In accordance with the terms of their agreement, Montagu Corporate will pay to Mr. Bevan Tarratt a fee of one percent (1%) of the Sub-Underwritten Amount.
10.6 Expenses of the Issue
The total expenses of the Issue are estimated to be a maximum of $70,000 comprising: -
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• legal costs of $15,000; • printing, postage and share registry costs of $6,100; • ASX listing fees of $20,630; and • maximum underwriting fees of $28,250.
10.7 Electronic Prospectus
Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of the Corporations Act 2001 to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions. If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please phone the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person has given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.
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SECTION 11 MATERIAL CONTRACTS Section 8.5 of the May 2007 Prospectus which is referred to in Section 5.2 of this Prospectus, sets out contracts to which the Company is a party which were considered by the Directors as being material to enable investors to make an informed assessment of the shares being offered under that Prospectus. Investors and their professional advisers are referred to that section of the May 2007 Prospectus in relation to material contracts. A true copy of each of the material contracts referred to in the May 2007 Prospectus and each of the material contracts referred to in section 6.2 of the Prospectus will be available for inspection at the Company’s registered office during office hours.
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SECTION 12 CONSENTS The following written consents have been given in accordance with the Corporations Act 2001 with respect to the issue of this Prospectus. Al Maynard and Associates has given, and has not before lodgement of this Prospectus, withdrawn its written consent to the inclusion of the Independent Geologist’s Report in Section 5 of the May 2007 Prospectus and the reference to that report in this Prospectus. Al Maynard and Associates has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus. BDO Kendalls Corporate Finance (WA) Pty Ltd has given, and has not before lodgement of this Prospectus, withdrawn its written consent to the inclusion of the Investigating Accountant’s Report in Section 6 of the May 2007 Prospectus and the reference to that report in this Prospectus. BDO Kendalls Corporate Finance (WA) Pty Ltd has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus. Price Sierakowski Pty Ltd has given, and has not before lodgement of this Prospectus, withdrawn its written consent to the inclusion of the Solicitors Report in Section 7 of the May 2007 Prospectus and the reference to that report in this Prospectus and the Solicitors Report on Section 6.2 of this Prospectus. Price Sierakowski Pty Ltd has also consented to be named in this Prospectus as the Solicitors to the Company in the form and context in which it is named. Price Sierakowski Pty Ltd has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus. Montagu Corporate has given, and has not before lodgement of this Prospectus, withdrawn its written consent to be named in this Prospectus as the Underwriter to the Entitlements Issue in the form and context in which it is named. Montague Corporate has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus. BDO Kendalls Audit & Assurance (WA) Pty Ltd has given, and has not before lodgement of this Prospectus, withdrawn its written consent to be named in this Prospectus as the Auditor of the Company in the form and context in which it is named. BDO Kendalls Audit & Assurance (WA) Pty Ltd has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus. Security Transfer Registrars Pty Ltd has given, and has not before lodgement of this Prospectus, withdrawn its written consent to be named in this Prospectus as the Share Registry in the form and context in which it is named. Security Transfer Registrars Pty Ltd has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus.
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SECTION 13 AUTHORITY OF DIRECTORS The Directors state that they have made all reasonable enquiries and have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that, in respect of any other statements made in this Prospectus by persons other than the Directors, the Directors have made reasonable enquiries and have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given the consent required by Section 716 of the Corporations Act to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before the lodgement of this Prospectus with the ASIC, or to the Directors knowledge, before any issue of New Options pursuant to this Prospectus. Each of the Directors of Atom Energy Limited has consented to the lodgement of this Prospectus in accordance with section 720 of the Corporations Act 2001: Dated the 25th day of September 2007.
Signed for and on behalf of ATOM ENERGY LIMITED By David Hamlyn (Managing Director)
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SECTION 14 GLOSSARY Acceptance Form means the application form enclosed with this Prospectus.
Applicant means a person who submits an Application.
Application means a valid application to subscribe for New Options.
ASIC means Australian Securities and Investments Commission.
ASTC means ASX Settlement and Transfer Corporation Pty Ltd (ACN 008 504 532).
ASTC Operating Rules means the operating rules of the ASTC, except to the extent of any relief given by ASTC.
ASX means ASX Limited (ACN 008 624 691) trading as the Australian Securities Exchange.
Auditor means BDO Kendalls Audit & Assurance (WA) Pty Ltd.
Board means the board of Directors unless the context indicates otherwise.
Business Day means a day other than a Saturday or Sunday on which banks are open for business in Perth, Western Australia.
CHESS means ASX Clearing House Electronic Sub registry System.
Closing Date means the date on which the Offer closes as set out in this Prospectus.
Company or Atom Energy means Atom Energy Limited (ACN 123 629 863).
Corporations Act 2001 means the Corporations Act 2001 of Australia.
Director means a director of the Company from time to time.
Dollars or $ means Australian dollars unless otherwise stated.
Entitlements Issue means the number of New Options to which each shareholder is entitled to pursuant to the Offer under this Prospectus.
Exposure Period means the period of seven (7) days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than seven (7) days pursuant to section 727(3) of the Corporations Act 2001.
Glossary means this glossary.
Incentive Options means an option to subscribe for one Share in Atom Energy exercisable at 37.5 cents on or before 26 June 2010 and issued on the terms and conditions set out in Section 8.4 of the May 2007 Prospectus.
Independent Geologist means Al Maynard & Associates.
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Independent Geologist’s Report means the report contained in Section 6 of the May 2007 Prospectus.
Investigating Accountant means BDO Kendalls Corporate Finance (WA) Pty Ltd.
Investigating Accountant’s Report means the report contained in Section 6 of the May 2007 Prospectus.
Issue means the issue of New Options pursuant to this Prospectus.
Listing Rules or ASX Listing Rules means the official Listing Rules of ASX.
Managing Director’s Options means an option to subscribe for one Share in Atom Energy exercisable at 37.5 cents at various dates on or before 26 June 2010 and issued on the terms and conditions set out in Section 8.4 of the May 2007 Prospectus.
May 2007 Prospectus means the prospectus lodged by the Company with the ASIC and dated 10 May 2007.
Memorandum of Understanding means the memorandum of understanding dated 24 July 2007 between Mustang Energy Limited and Mr. Dennis Ekker, Mr. Everett Ekker and Mr. Jeff Adams. Montagu Corporate means Montagu Corporate Pty Ltd (ACN 009 195 019).
New Option means an option to subscribe for one Share in Atom Energy exercisable at 37.5 cents on or before 5:00pm WST on the date which is three (3) years of their ASX quotation and issued on the terms and conditions set out in this Prospectus.
New Tenements means EL 24604, EL 25347, ELA 25594, ELA 25937, ELA 26178, ELA 26179 and ELA 25989.
Non Executive Director’s Option means an option to subscribe for one Share in Atom Energy exercisable at 37.5 cents on or before 26 June 2010 and issued on the terms and conditions set out in Section 8.4 of the May 2007 Prospectus.
Offer means the offer of New Options pursuant to this Prospectus.
Offer Period means the period commencing on the Opening Date and ending on the Closing Date.
Official List means the Official List of ASX.
Opening Date means the date on which the Offer opens as set out in this Prospectus.
Option Holders means those parties holding options to acquire Shares in Atom Energy.
Prospectus means this prospectus dated 25 September 2007 for the issue of up to 56,502,102 New Options, including any electronic or online version.
Quotation means quotation of the Shares or New Options on ASX.
Share means 1 fully paid ordinary share in Atom Energy Limited.
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Shareholder means a holder of Shares.
Shortfall Options means the number of options pursuant to the Offer which are not the subject of Applications.
Underwritten Amount means an amount calculated by multiplying the number of Shortfall Options by one cent.
Underwriter means Montagu Corporate.
Underwriting Agreement means the underwriting agreement between Montagu Corporate and Atom Energy summarised at section 6.2(b) of this Prospectus.
WST means Western Standard Time, Perth, Western Australia.
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SECTION 15 APPLICATION FORM
ENTITLEMENT and ACCEPTANCE APPLICATION FORM THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT,
PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER.
ATOM ENERGY LIMITED ACN 123 629 863
REGISTERED OFFICE: 129 EDWARD STREET PERTH WA 6000
SHARE REGISTRY: Security Transfer Registrars Pty Ltd
All Correspondence to: PO BOX 535, APPLECROSS WA 6953
770 Canning Highway, APPLECROSS WA 6153 Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233
Email: [email protected]
Holder Number: Entitlement LEAPUtilityValue1
Shareholding at 5.00pm
WST on 5 October 2007
Entitlement to Options 2:3
Amount payable on acceptance @ $0.01
per option
A NON-RENOUNCEABLE ISSUE OF 56,502,103 NEW OPTIONS AT A PRICE OF $0.01 EACH
ON THE BASIS OF TWO (2) NEW OPTIONS FOR EVERY THREE (3) FULLY PAID ORDINARY SHARES HELD.
To the Directors, ATOM ENERGY LIMITED (1) I/We the abovenamed being registered on 5 October 2007 (at 5.00pm Australian WST) as the holder(s) of ordinary
shares in your Company hereby accept and apply for the undermentioned New Options issued in accordance with the terms of the Prospectus accompanying this form.
TO BE COMPLETED BY
SHAREHOLDER NO OF NEW OPTIONS
ACCEPTED/APPLIED FOR @ $0.01PER
OPTION AMOUNT
ENCLOSED Entitlement or part thereof
X $0.01
AUD$
(2) I/We enclose my/our cheque made payable to ATOM ENERGY LIMITED-APPLICATION FUNDS, for the
amount shown being payment at the rate of $0.01 per New Option applied for. (3) I/We hereby authorise you to place my/our name(s) on the register of members in respect of the number of New
Options allotted to me/us and (4) I/We agree to be bound by the Constitution of the Company. (5) If any information on this form is not completed correctly, or if the accompanying payment is for the wrong
amount, it may still be accepted. Any decision of the directors as to whether to accept this form, and how to construe, amend or complete it shall be final.
(6) My/Our contact details in case of enquiries are: Telephone Facsimile Area Code Area Code
Contact Name: __________________________________________________________ Email:
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NOTE: Only cheques and/or bank drafts in Australian currency and drawn on and payable by a bank within Australia should be sent, made payable to ATOM ENERGY LIMITED – APPLICATION FUNDS crossed Not Negotiable and forwarded to Security Transfer Registrars Pty Ltd, PO Box 535, APPLECROSS WA 6953 together with this Entitlement and Acceptance Form to arrive:
NO LATER THAN 5.00PM WST ON 24 October 2007 DECLARATION
By lodging this application form and a cheque for the application money the applicant hereby: a) applies for the number of New Options specified in the application form or such lesser number as may be
allocated by the directors; b) agrees to be bound by the Constitution of the Company; c) authorises the directors to complete or amend this application form where necessary to correct any errors or omissions; d) authorises the Company to send the applicant a substituted application form (if this application form
ceases to be current) to the applicant’s email address set out in this application; and e) declares that the applicant has received a full and unaltered version of the Prospectus either in an electronic or paper format. THIS FORM DOES NOT REQUIRE SIGNING UNLESS YOU WISH TO CHANGE YOUR ADDRESS. Please complete ONLY if your ISSUER SPONSORED address is INCORRECT.
NEW ADDRESS: (CHESS HOLDERS CAN ONLY AMEND THEIR ADDRESS BY ADVISING THEIR SPONSORING BROKER)
BLOCK LETTERS PLEASE Your Signature/s ........................................................ .......................................................
RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE SECURITIES BEING OFFERED
THIS ISSUE CLOSES 5.00PM WST ON 24 October 2007
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