AMPELLA MINING LTD. 
By
Ampella Mining Limited ABN 59 121 152 001 (Company) wishes to
raise up to $5 million pursuant to the Ampella Mining Limited
Share Purchase Plan (Plan).
The Plan offers eligible shareholders the ability to
subscribe for up to AUD$15,000 worth of fully paid ordinary
shares in the Company (Shares) through the Plan.
To be eligible, you were required to be registered as a
holder of Shares, with a registered address in Australia, New
Zealand or any other jurisdictions in which the Company is
able to determine that the offer made under the Plan is
legally permissible as at 5.00pm (WST) on
23 February 2012 (Eligible Shareholders).
The proceeds of the share offers will be used to provide
general working capital and allow the Company to advance its
exploration activities and feasibility studies at the
Company's Batie West Project in Burkina Faso.
The offer of Shares under the Plan (Offer) opens on 8 March
2012 and closes at 5pm (WST) on 30 March 2012. No late
applications will be accepted, however the directors of the
Company (Directors) reserve the right to extend the closing
date.
The purchase price for each Share under the Plan is $1.30 per
Share being the same price as the Shares issued to
sophisticated and institutional investors under a placement
as announced on 24 February 2012. This price is a 0.38%
discount from the average market price of Shares in the
Company sold on the Australian Securities Exchange (ASX)
during the previous five trading days ending 24 February
2012.
The market price of Shares in the Company may rise or fall
between the date of this Offer and the date that Shares are
issued to you under this Offer. This means that the price at
which Shares are issued to you under this Offer may be
greater or less than the prevailing market price of Shares at
the date of this Offer. Further, the issue price may exceed
the price at which you would be able to buy Shares on the
market at the same time that Shares are issued to you under
this Offer. We recommend that you seek financial advice from
a suitably qualified adviser before you decide to participate
in this Offer.
The maximum number of Shares that will be issued under the
Plan is approximately
3,846,153 to raise a maximum of $5 million. Patersons
Securities Limited has agreed to underwrite up to 1,427,462
Shares under the Plan and up to an amount of $1,855,700.
If you are eligible to subscribe for Shares under the Plan
and you wish to participate, you must subscribe for a minimum
parcel of 769 Shares for a consideration of AUD$1,000, a
parcel of 1,538 Shares for a consideration of AUD$2,000, a
parcel of 3,846 Shares for a consideration of AUD$5,000, a
parcel of 7,692 Shares for a consideration of AUD$10,000 or a
maximum parcel of 11,538 Shares for a consideration of
AUD$15,000. No fraction of Shares will be issued. The Company
reserves the right to allot fewer Shares than an eligible
shareholder applies for under the Offer, or no Shares and any
determination by the Directors in respect of any scaling back
will be final. If a scale back occurs, the Company will
refund any excess application money to eligible shareholders
(without interest). In the event the Company wishes to allot
fewer Shares than an eligible shareholder applies for, the
Company proposes to scale back applications on a pro rata
basis.
Please carefully read the terms and conditions relating to
the Offer, as you will be bound by them. If you have any
questions in respect of the Plan, the Offer, or these terms
and conditions please contact the Company Secretary on +61 8
6142 0980.
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KEY DATES Date Details
23 February 2012 Record Date 5pm (WST)
The date of which the Company determined eligible
shareholders.
8 March 2012 Opening Date
The date on which the Plan opens.
30 March 2012 Closing Date
The date on which the Plan closes.
Applications and payments must be received by 5pm (WST).
10 April 2012 Allotment Date
The date shares under the Plan are allotted, any scale back
and the issue price of the shares is announced.
12 April 2012 Despatch Date
The date on which holding statements are sent to
shareholders.
13 April 2012 Share Trading Date
The date on which it is expected that shares under the Plan
will commence trading on the ASX.
The following are the terms and conditions of the Offer under the Plan (Terms and Conditions). By accepting the offer to subscribe for Shares under the Plan, you will have agreed to be bound by these Terms and Conditions and the Company's constitution.
1 Class order 09/425 issued by the Australian Securities and Investments CommissionThe Offer has been structured to comply with the Australian Securities and Investments Commission Class Order 09/425 (as may be amended from time to time) (ASIC Class Order 09/425) to enable the Company to issue Shares without a prospectus.
2 Opening and closing date of the Offer
The Offer opens at 9am (WST) on 8 March 2012 (Opening Date).
The Offer closes at 5pm (WST) on 30 March 2012 (Closing
Date).
No late applications will be accepted, however the Directors
reserve the right to extend the Closing Date.
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3 Who is eligible to participate in the Offer?You are eligible to apply for Shares in the Offer if:
• your registered address, as recorded in the Company's register of members, is in Australia, New Zealand or any other jurisdictions in which the Company is able to determine that the Offer is legally permissible; and
• you were registered as a holder of Shares as at 5pm (WST) on 23 February 2012. The Offer to each Eligible Shareholder is made on the same terms and conditions.
The Offer is non-renounceable (i.e. you may not transfer your
right to subscribe for
Shares under the Offer to anyone else).
The Offer is entirely voluntary and is subject to these Terms and Conditions. You do not have to participate if you don't want to.
5 How was the issue price determined?
The issue price for each Share under the Offer is $1.30 being
equivalent to the price of the Shares issued to institutional
and sophisticated investors pursuant to a placement announced
on 24 February 2012.
This price is a 0.38% discount from the average market price
of Shares in the Company sold on the ASX during the previous
five trading days ending 24 February 2012.
Before deciding whether to accept the Offer, you should refer to the current market price of Shares, which can be obtained from the financial pages of your daily newspaper, your stockbroker, your financial adviser, or the ASX. Please note that the market price of Shares may rise or fall between the date of this Offer and the date when the Shares are issued to you under the Plan. This means that the price you pay per Share under this Offer may be greater than or less than the price of Shares at the time the Shares are issued to you pursuant to this Offer. In determining whether you wish to participate in this Offer and the extent to which you participate, you should seek your own personal financial and/or taxation advice referable to your own circumstances.
7 How much can you invest in the Offer?
Subject to paragraph 10, if you are an Eligible Shareholder
under the Plan, you can subscribe for a maximum of 11,538
Shares which will cost AUD$15,000. There is a minimum limit
of 769 Shares that you can subscribe for under the Plan,
which will cost AUD$1,000.
The following tranches of Shares are available for Eligible
Shareholders to subscribe for.
Subscription Amount ($AUD) | Shares to be allotted calculated at the issue price | |
Tranche A | $1,000 (minimum) | 769 |
Tranche B | $2,000 | 1,538 |
Tranche C | $5,000 | 3,846 |
Tranche D | $10,000 | 7,692 |
Tranche E | $15,000 (maximum) | 11,538 |
Please note that the limit of 11,538 Shares applies to you even if you receive more than one Offer from the Company. For example, if you are both a sole and a joint
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shareholder of the Company as at 23 February 2012, you can
only apply for Shares under the Offer once, either in your
capacity as sole shareholder or joint shareholder, not
both.
No fractions of Shares will be issued.
The Company does not intend to issue more than 3,846,153
Shares under the Plan. If application for more than 3,846,153
Shares are received, the Company may in its absolute
discretion, undertake a scaleback to the extent and in the
manner it sees fit.
The Company may, in its absolute discretion, undertake a
scaleback to the extent and in the manner it sees fit.
Factors which the Company may take into account in
determining any scaleback include, but are not limited to,
the total application monies received under the Plan, the
amount applied for by each Eligible Shareholder under the
Plan, the number of Shares held at the Record Date, whether
the Eligible Shareholder remains on the register on the
Closing Date, the date the acceptance was received and any
other such criteria as determined by the Directors.
If the Company rejects an application or purported
application, or undertakes a scaleback, the Company will
promptly return to the shareholders the relevant application
monies, without interest. Decision made about a scaleback by
the Directors are final.
The Company has entered into an underwriting agreement with
Patersons Securities
Limited (Patersons) pursuant to which Patersons has agreed to
underwrite up to
1,427,462 Shares under the Plan (Underwritten Shares) and up
to an amount of
$1,855,700. Patersons will be paid a 4% underwriting fee and
a 1% management fee of the underwritten amount.
The Underwritten Shares will be issued to Patersons to the
extent that there is a shortfall in the subscription of
Shares under the Plan by shareholders of the Company.
If on 23 February 2012 you are a custodian within the
definition of "custodian" in ASIC Class Order
09/425 (Custodian) and hold Shares on behalf of one or more
persons (each a Participating Beneficiary), you may apply for
up to a maximum of AUD$15,000 worth of Shares for each
Participating Beneficiary, subject to providing a notice in
writing to the Company on application for Shares pursuant to
the Offer certifying the following:
(a) either or both of the following:
(i) that the Custodian holds Shares on behalf of one or more
other persons
(each a Participating Beneficiary) that are not Custodians;
and
(ii) that another Custodian (Downstream Custodian) holds
beneficial interests in Shares on behalf of one or more
Participating Beneficiaries, and the
Custodian holds the Shares to which those beneficial
interests relate on
behalf of the Downstream Custodian or another Custodian,
on the Record Date and that each Participating Beneficiary
has subsequently instructed the following persons:
(iii) where paragraph 10(a)(i) applies - the Custodian;
and
(iv) where paragraph 10(a)(ii) applies - the Downstream
Custodian, to apply for Shares on their behalf under the
Plan;
(b) the number of Participating Beneficiaries;
(c) the name and address of each Participating Beneficiary;
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(d) in respect of each Participating Beneficiary:
(i) where paragraph 10(a)(i) applies, the number of Shares
that the Custodian holds on their behalf; and
(ii) where paragraph 10(a)(ii) applies, the number of Shares
to which the
beneficial interests relate applies;
(e) in respect of each Participating Beneficiary:
(i) where paragraph 10(a)(i) applies, the number or the
dollar amount of
Shares they instructed the Custodian to apply for on their
behalf; and
(ii) where paragraph 10(a)(ii) applies, the number or the
dollar amount of
Shares they instructed the Downstream Custodian to apply for
on their behalf;
(f) there are no Participating Beneficiaries in respect of
which the total of the application price for the following
exceeds AUD$15,000:
(i) the Shares applied for by the Custodian on their behalf
under the Plan in accordance with the instructions in
paragraph 10(e); and
(ii) any other Shares issued to the Custodian in the 12
months before the application under the Plan as a result of
an instruction given by them to the
Custodian or Downstream Custodian to apply for Shares on
their behalf under an arrangement similar to the Plan;
(g) that a copy of the written Offer document was given to
each Participating
Beneficiary; and
(h) where paragraph 10(a)(ii) applies, the name and address
of each Custodian who holds beneficial interests in the
Shares held by the Custodian in relation to each
Participating Beneficiary.
In providing a certificate under this paragraph 10, the
Custodian may rely on information provided to it by the
Participating Beneficiary and any Custodian who holds
beneficial interests in the Shares held by the Custodian.
For the purpose of ASIC Class Order 09/425, you are a
Custodian if you are registered holder of Shares that:
(a) holds an Australian financial services licence that:
(i) covers the provision of a custodial or depositary service
(as these terms are defined in section 766E of the
Corporations Act); or
(ii) includes a condition requiring the holder to comply with
the requirements of
ASIC Class Order 02/294; or
(b) is exempt from the requirement to hold an Australian
financial services licence for the provision of a custodial
or depositary service under:
(i) paragraph 7.6.01(1)(k) of the Corporations Regulations
2001 (Cth); or
(ii) ASIC Class Order 05/1270 to the extent that it relates
to ASIC Class
Order 03/184; or
(iii) paragraph 911A(2)(h) of the Corporations Act; or
(c) is a trustee of a:
(i) self-managed superannuation fund; or
(ii) superannuation master trust; or
(d) is the responsible entity of an IDPS-like scheme; or
(e) is the registered holder of Shares and is noted on the
register of members of the body or scheme (as the case may
be) as holding the Shares on account of another person.
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If you hold Shares as a trustee or nominee for another person, but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings set out in paragraph 7 apply.
11 Shareholder certification
Subject to paragraph 10, an Eligible Shareholder must, on
application for Shares pursuant to the Offer, certify to the
Company that the total of the application price for Shares
under the Offer does not exceed AUD$15,000 in total in any
consecutive 12 month period, when aggregated with the total
contributions for any of the following:
(a) the Shares the subject of the application under the
Plan;
(b) any other Shares applied for by the Eligible Shareholder
under the Plan or any other Shares issued to the Eligible
Shareholder under any similar arrangement in the 12 months
before the application under the Plan; and
(c) any other Shares which the Eligible Shareholder has
instructed a Custodian to acquire on their behalf under the
Plan; and
(d) any other Shares issued to a Custodian under an
arrangement similar to the Plan in the 12 months before the
application under the Plan as a result of an instruction
given by the Eligible Shareholder to the Custodian or another
Custodian and which resulted in the Eligible Shareholder
holding beneficial interests in the Shares.
The only cost to you associated with the Offer is the issue price of the number of Shares you wish to subscribe for. Under the Offer you do not have to pay for brokerage, commission or other transaction costs which would normally apply when you acquire Shares on market.
13 Allotment of Shares and variation on number of Shares issued
The Shares will be allotted within 5 business days after the
Closing Date.
The Company's share registry, Security Transfer
Registrars Pty Limited, will send to you a holding statement
in due course.
Without limiting the above, the Company reserves the right to
allot fewer Shares than an eligible shareholder applies for
under the Offer or no Shares, in the Company's
discretion or if the Company believes the allotment of those
Shares would contravene any law or the ASX Listing Rules. No
interest will be paid on any money returned.
Once the Shares are issued, they will rank equally with existing Shares and will carry the same voting rights, dividend rights, and entitlements to dividends, rights and bonus issues.
15 Can the Company change the Plan?The Plan may be changed, suspended or terminated by the Company at any time. If the Company changes, suspends or terminates the Plan it will advise ASX. The accidental omission to give notice of changes to or suspension or termination of the Plan or the non-receipt of any such notice will not invalidate the change, suspension or termination.
16 Directors' participationThe Directors, as eligible shareholders, may participate in the Offer (without having to obtain shareholder approval), on the same terms as all other shareholders of the Company.
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17 How do you pay for the Shares?
All amounts in this Offer are expressed in Australian
dollars. You must pay for the
Shares either by:
(a) BPAY® payment via internet or phone banking. You must
also quote your reference number which is on the Share
Purchase Plan Application Form. If you use this method, you
should be aware of your financial institution's cut-off
time (the time payment must be made by to be processed
overnight). It is your responsibility to ensure funds are
submitted correctly by the Closing Date and time; or
(b) cheque, bank draft or money order in Australian dollars.
Please make your cheque, bank draft or money order payable to
"Ampella Mining Limited" and cheques are crossed
"Not Negotiable".
If you do not provide the exact amount, the Company reserves
the right to, where you have not elected to pay by BPAY®,
return your Share Purchase Plan Application Form and cheque,
bank draft or money order. If the Company returns your Share
Purchase Plan Application Form and cheque, bank draft or
money order, no Shares will be allotted to you.
If you make a BPAY® payment and do not provide the exact
amount, you will be deemed to have applied for such Shares
for which you have paid, subject to the Terms and Conditions
of the Plan.
If you are eligible to subscribe for Shares under the Plan
and you wish to participate, you must subscribe for a minimum
parcel of 769 Shares for a consideration of AUD$1,000, a
parcel of 1,538 Shares for a consideration of AUD$2,000, a
parcel of 3,846 Shares for a consideration of AUD$5,000, a
parcel of 7,692 Shares for a consideration of AUD$10,000 or a
maximum parcel of 11,538 Shares for a consideration of
AUD$15,000.
The Company will apply for the Shares allotted to you to be quoted on ASX, within the relevant period specified in the ASX Listing Rules.
20 How is a dispute resolved?
The Company may settle any dispute in connection with the
Plan in any manner it thinks fit, whether generally or in
relation to any participant, application or Share. The
Company's decision shall be final and binding.
The Company reserves the right to waive strict compliance
with any provision of these
Terms and Conditions.
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HOW DO YOU APPLY FOR SHARES UNDER THE OFFER
If you want to participate in this Offer please carefully
read the Terms and Conditions relating to the Offer.
If you make a BPAY® payment, please ensure you make a payment
for the exact amount of the Share parcel you want to
subscribe for. You will be deemed to have applied for such
Shares for which you have paid, subject to the Terms and
Conditions of the Plan. You must quote your reference number
which is on the Application Form.
If you use this method, you should be aware of your financial
institution's cut-off time (the time payment must be
made by to be processed overnight). It is your responsibility
to ensure funds are submitted correctly by the Closing Date
and time, being no later than 5pm (WST) on 30 March 2012. No
late applications will be accepted, although the Directors
reserve the right to extend the Closing Date.
If you send in your cheque, bank draft or money order, you
must complete all the required details in the enclosed
Application Form, noting that all amounts are expressed in
Australian dollars:
1. Tick the box for the number of Shares you want to
subscribe for noting the amount payable for that number of
Shares.
2. Complete the cheque details section and ensure that the
"Amount" section corresponds to the exact amount
payable for the Shares you wish to subscribe for. Insert your
telephone contact numbers so that we may contact you if
necessary.
3. Insert your telephone contact numbers so that we may
contact you if necessary.
4. You do not need to sign the Application Form.
5. Ensure your cheque, bank draft or money order is made out
for the exact amount of the Share parcel you want to
subscribe for, payable to "Ampella Mining Limited"
and cheques crossed "Not Negotiable".
6. Return the completed Application Form, together with the
cheque, bank draft or money order to Security Transfer
Registrars Pty Limited to:
Security Transfer Registrars Pty Limited
770 Canning Highway
APPLECROSS WA 6153
7. Ensure that your completed Application Form and payment
reach Security Transfer Registrars Pty Limited by the Closing
Date of the Offer being no later than 5pm (WST) on 30 March
2012. No late applications will be accepted, although the
Directors reserve the right to extend the Closing Date.
In determining whether you wish to participate in this Offer
you should seek personal financial and/or taxation advice
referable to your own circumstances.
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