RNS Number : 2297Y
Eurogold Limited
03 July 2008
Eurogold Limited
ABN 58 009 070 384
PROSPECTUS
A fully underwritten non-renounceable pro rata offer of 319,679,494 Shares on the basis of 1 Share for every 1 Share held on the Record
Date at an issue price of $0.03 cents per Share to raise a maximum of $9,590,385, before costs of the Offer
This document is important and requires your immediate attention.
PLEASE READ THIS PROSPECTUS CAREFULLY AND in its entirety AND CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER IF
YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT.
An investment in the securities offered by this Prospectus should be considered speculative.
Important Information
This Prospectus is dated 3 July 2008 and was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the contents
of this Prospectus.
No Securities will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus.
A copy of this Prospectus is available for inspection at the registered office of the Company at Level 1, 173 Mounts Bay Road, Perth,
Western Australia, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company
will also provide copies of other documents on request (see Section 5.10).
The Company has applied for Official Quotation by ASX of the Shares offered by this Prospectus.
The Securities offered by this Prospectus should be considered speculative. Please refer to Section 4 for details relating to investment
risks.
Applications for Securities can only be submitted on an Entitlement and Acceptance Form accompanying this Prospectus or an Application
Form sent with a copy of this Prospectus by the Company as appropriate.
Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless
otherwise disclosed.
No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in
this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in
connection with the Offer.
No action has been taken to permit the offer of Securities under this Prospectus in any jurisdiction other than Australia.
The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose
possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may
constitute a violation of those laws. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person
to whom, it would be unlawful to issue this Prospectus.
The Company collects information about each Applicant provided on an Application Form for the purposes of processing the application
and, if the application is successful, to administer the Applicant's security holding in the Company.
By submitting an Application Form, each Applicant agrees that the Company may use the information provided by an Applicant on the
Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry,
the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional
advisers, and to ASX and regulatory authorities.
If you do not provide the information required on the Application Form, the Company may not be able to accept or process your
application.
An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under
law. A fee may be charged for access. Access requests must be made in writing to the Company's registered office.
Table of Contents
Important Information 1
Table of Contents 2
Corporate Directory 3
Important Dates* 3
1. Details of the Offer 4
2. Action required by Eligible Shareholders 8
3. Effect of the Offer 10
4. Risk factors 14
5. Additional information 17
6. Directors' statement and consent 30
7. Glossary of terms 31
Corporate Directory
Directors Solicitors
Peter Gunzburg - Executive Hardy Bowen
Chairman Level 1
Brett Montgomery - 28 Ord Street
Non-Executive Director Perth Western Australia 6000
Neil MacLachlan -
Non-Executive Director Share Registry
Company Secretary Computershare Investor
Pauline Anne Collinson Services Pty Ltd
Locked Bag 2508
Registered Office Perth Western Australia
Level 1 6001
173 Mounts Bay Road Telephone: +61 8 9323 2000
Perth Western Australia 6000 Facsimile: +61 8 9323 2033
Telephone: +61 8 9481 0572 Stock Exchange
Facsimile: +61 8 9481 3586 The Company's securities are
Website: www.eurogold.com.au quoted on the official list
Underwriter of ASX Limited, the home
RFC Corporate Finance Limited branch being Perth and the
Level 15, QV1 Building Alternative Investment
250 St Georges Terrace Market (AIM) London.
Perth Western Australia 6000 ASX & AIM Code:
EUG
Important Dates*
Event Date
"Ex" Date (date Shares are quoted ex-entitlement) 2 July 2008
Prospectus lodged with ASIC and ASX 3 July 2008
Record Date to determine Entitlements under the Offers 8 July 2008
Prospectus and Entitlement and Acceptance Form(s) despatched 11 July 2008
to Eligible Shareholders 21 July 2008
Closing Date for acceptances 25 July 2008
Shares quoted on a deferred settlement basis 1 August 2008
Expected allotment of Shares and despatch of shareholder 4 August 2008
statements
Trading of Shares expected to commence on a normal settlement
basis
* The above dates are indicative only and subject to change. The Directors reserve the right to vary these dates, including the Closing
Date, without prior notice. The Directors also reserve the right not to proceed with the whole or part of the Offers any time prior to the
allotment. In that event, the relevant Application Money will be returned without interest.
1. Details of the Offer
1.1 The Offer
The Company offers under this Prospectus a non-renounceable pro-rata offer of Shares to existing Shareholders on the basis of 1 Share
for every 1 Share held on the Record Date ("Offer) which is fully underwritten.
Each Share is offered at an issue price of $0.03 per Share payable in full on application.
Assuming that no Options are exercised prior to the Record Date, a maximum of approximately 319,679,494 Shares will be issued pursuant
to this Prospectus to raise a maximum of $9,590,385 (before costs).
Please refer to Section 5.1 for a summary of the rights attaching to Shares.
1.2 Use of funds
The purpose of the Offer is to raise funds to:
a) Allow the Company to expand the range and size of investments;
b) Meet the costs of this Offer, including payments to the Underwriter, legal fees, document preparation fees, ASX and ASIC fees, the
cost of printing and distributing this Prospectus and other miscellaneous expenses; and
c) Provide additional working capital.
In accordance with the Company's strategy of being a strategic investment company, Eurogold intends to actively pursue opportunities in
the resources sector by way of direct equity investments in companies with resource projects or directly into projects by way of ownership,
joint ventures or farm in arrangements.
The additional funds raised from the Offer will enable Eurogold to pursue an expanded range of investment opportunities and make larger
single investments than it could using its existing resources.
1.3 Your Entitlement and Acceptance
Your Entitlement to participate in the Offer will be determined on the Record Date. The number of Shares to which you are entitled is
shown on the Entitlement and Acceptance Form accompanying this Prospectus.
Any fractions in Entitlements have been rounded down to the nearest whole number of Shares.
Acceptances must not exceed your Entitlement shown on the Entitlement and Acceptance Form, although you may accept all or only part of
your Entitlement. If your acceptance exceeds your Entitlement, acceptance will be deemed to be for your maximum Entitlement and any surplus
Application Monies will be returned to you without interest.
A detailed explanation of the actions required by Shareholders is set out in Section 2.
1.4 Closing Date
The Company will accept Entitlement and Acceptance Form(s) from the date of this Prospectus until the Closing Date or such other date as
the Directors in their absolute discretion may determine without prior notice.
The Company reserves the right, subject to the Corporations Act and the Listing Rules, to cancel the Offer at any time prior to
allotment (in which case Application Monies for Shares which have not been issued will be refunded (without interest) as soon as
practicable) and to extend the Closing Date.
1.5 No minimum subscription
There is no minimum subscription as the Offer is fully underwritten.
1.6 Non-renounceable Offers
The Offer is made on a non-renounceable basis. This means that your Entitlement under this Prospectus is not transferable and you may
not renounce (sell) your Entitlement which you do not wish to accept. Any portion of your Entitlement that you decide not to accept by the
Closing Date will lapse and you will receive no benefit.
1.7 Entitlement and Acceptance Form
The Entitlement and Acceptance Form will be sent with a copy of this Prospectus to eligible Shareholders.
Acceptance of a completed Entitlement and Acceptance Form by the Company creates a legally binding contract between the Applicant and
the Company for the number of Shares accepted by the Applicant. The Entitlement and Acceptance Form does not need to be signed to be a
binding acceptance of Shares.
If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The Directors' decision as to
whether to treat the acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.
1.8 Underwriting and Sub Underwriting
The Offer is fully underwritten by the Underwriter and the Sub-Underwriter. The Underwriter and Sub-Underwriter will take up any Shares
not taken up by existing Shareholders subject to certain termination events. Please refer to Section 5.6 for a summary of the Underwriting
Agreement.
The Underwriter's obligations are limited to the extent to which the Sub-Underwriter performs its obligations to sub-underwrite the
Offer.
The Sub-underwriter as nominee for Katong Assets Ltd currently holds 42,438,100 Shares in the Company representing 13.275% of the Shares
currently on issue. As this is a nominee shareholding it has not been included in the table below as shares in which the Sub-underwriter or
APRL has a relevant interest at the time of the lodgement of the Prospectus.
The Sub-Underwriter proposes to enter into a further agreement with APRL to take up to all of the Shortfall (if any).
APRL, ultimately owned by Allied Properties (H.K.) Limited (a listed company registered in Hong Kong). Allied Properties (H.K.) Limited
also owns approximately 68.64% of Sun Hung Kai & Co, of which the Sub-Underwriter is a wholly owned subsidiary.
Depending on the level of acceptance by Shareholders of their Entitlements, the effect on the ownership in the Company of the
Sub-underwriter or APRL subscribing for all the Shortfall is in the table below.
100% acceptance 75% acceptance 50% acceptance 25% acceptance 0% acceptance
Number of Shares held at the 0 0 0 0 0
date of the Offer
Maximum number of Shares to be 0 79,919,873 159,839,747 239,758,621 319,679,494
issued under the
Sub-underwriting commitment
Maximum number of Shares 0 79,919,873 159,839,747 239,758,621 319,679,494
following the Offer
Maximum percentage of Shares 0% 12.5% 25.0% 37.5% 50.0%
following the Offer
1.9 Allotment and issue
The Shares will be issued as soon as practicable after the Closing Date. Holding statements in relation to the Shares will be despatched
in accordance with the proposed timetable.
It is the responsibility of Applicants to determine their allocation prior to trading in the Shares. Applicants who sell Shares before
they receive their holding statements will do so at their own risk.
1.10 Application Monies held on trust
All Application Monies received for the Shares will be held on trust until the Shares are allotted. All Application Monies will be
returned (without interest) if the Shares are not allotted.
1.11 ASX quotation
In accordance with the Listing Rules, application has been made to ASX for the official quotation of the Shares offered by this
Prospectus. If permission is not granted by ASX for the official quotation of the Shares offered under this Prospectus within three months
of the date of this Prospectus (or such longer period as may be permitted by ASIC), the Company will repay, as soon as practicable (without
interest) all Application Monies received pursuant to this Prospectus. ASX, its officers and employees, take no responsibility for the
content of this Prospectus, and the fact that ASX may grant official quotation of the Shares is not to be taken in any way as an indication
of the merits of Eurogold or the Shares.
1.12 Overseas Shareholders
This Prospectus and an accompanying Application Form do not, and are not intended to, constitute an offer of Shares in any place or
jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. 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.
No Offer will be made to Shareholders resident outside Australia and New Zealand.
1.13 Risk factors
An investment in Shares should be regarded as speculative. In addition to the general risks applicable to all investments in securities
of a listed company, there are specific risks associated with an investment in the Company which are set out in Section 4.
1.14 Withdrawal of Prospectus
The Directors may at any time decide to withdraw this Prospectus, in which case the Company will repay, as soon as practicable (without
interest), all Application Monies received pursuant to this Prospectus.
1.15 Enquiries in relation to the Offer
This Prospectus provides information for potential investors in the Company, and should be read in its entirety. If, after reading this
Prospectus, you have any questions in relation to the Offer, please contact your professional adviser.
2. Action required by Eligible Shareholders
2.1 Applications for Shares
Entitlement to participate in the Offer will be determined on the Record Date. The Entitlement of eligible Shareholders receiving this
Prospectus is shown on the Entitlement and Acceptance Form sent to Shareholders with this Prospectus.
The number of Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form.
Should you wish to accept all of your Entitlement to Shares under the Offer, then Applications for Shares must be made on the
Entitlement and Acceptance Form which accompanies this Prospectus or by completing a BPAY payment, in accordance with the instructions
referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.
Acceptances must not exceed your Entitlement as shown on the Entitlement and Acceptance Form. If your acceptance exceeds your
Entitlement, acceptance will be deemed to be for your maximum entitlement and any surplus Application Monies will be returned.
Should you wish to only take up part of your Entitlement under the Offer, then Applications for Shares under this Prospectus must be
made on the Entitlement and Acceptance Form which accompanies this Prospectus or by completing a BPAY payment in respect of the portion of
your Entitlement you wish to take up, in accordance with the instructions referred to in this Prospectus and on the Entitlement and
Acceptance Form. Please read the instructions carefully.
If you wish to pay by cheque please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided,
including the number of Shares you wish to accept and the Application Monies (calculated at $0.03 per Share accepted), and attach a cheque
for the appropriate Application Monies.
Completed Application Forms must be accompanied by a cheque in Australian dollars, crossed "Not Negotiable" and made payable to
"Eurogold Limited Rights Issue" and may be lodged at any time after the issue of this Prospectus and on or before the Closing Date at the
Share Registry as follows:
By Post to
C/- Computershare Investor
Services Pty Ltd
Locked Bag 2580
Perth WA 6001
Australia
If you wish to pay via BPAY you must follow the instructions in the Entitlement and Acceptance Form. Eligible Securityholders who elect
to pay via BPAY will not need to return their completed Entitlement and Acceptance Form. Please read the instructions carefully.
Completed Entitlement and Acceptance Forms or payment by BPAY must be received not later that 5.00pm (WST) on the Closing Date.
Completed Entitlement and Acceptance Forms should NOT be sent to the Company.
The Company shall not be responsible for any postal or delivery delays or delay in the receipt of the BPAY payment.
2.2 Entitlements not taken up
If you do not wish to accept any of your Entitlement, you are not required to do anything.
If you do not submit a valid Entitlement and Acceptance Form to the Company before the Closing Date, your Entitlement will lapse and you
will receive no benefit.
The number of Shares you hold and the rights attached to those Shares will not be affected if you choose not to accept any of your
Entitlement. However, if you do not take up your Entitlement in full, your proportionate interest in the fully diluted share capital of the
Company will be reduced.
2.3 Validity of Applications
If your Entitlement and Acceptance Form is not completed correctly, or if the accompanying payment of Application Monies is for the
wrong amount or if the Entitlement and Acceptance Form is not received by the Closing Date, it may still be treated as a valid Application.
The Directors' decision whether to treat the Entitlement and Acceptance Form as valid and to construe, amend or complete the Entitlement and
Acceptance Form is final. However, an Applicant will not be treated as having applied for more Shares than is indicated by the amount of the
cheque for the Application Monies.
2.4 Brokerage
No brokerage or stamp duty is payable by Shareholders who apply for Shares under this Prospectus.
2.5 Enquiries concerning your Entitlement
If you are in any doubt as to how to deal with your Entitlement or how to complete your Entitlement and Acceptance Form(s), you should
contact your stockbroker, financial adviser or other professional adviser for assistance.
Otherwise, for information regarding your Entitlement and/or for enquiries concerning your Entitlement and Acceptance Form, please
contact the Company on:
Telephone: +61 8 9481 0572
Facsimile: +61 8 9481 3586
3. Effect of the Offer
3.1 Capital structure on completion of the Offer
Issued Capital Shares Options(2)
Securities on issue as at the date of this 319,679,494 4,000,000
Prospectus
Number of Shares that will be issued pursuant to the 319,679,494 0
Offer(1)
Securities on issue after the Offer 639,358,988 4,000,000
(1) Assuming that no Options are exercised prior to the Record Date.
(2) 4,000,000 $0.03 Options exercisable by 10 August 2010
3.2 Capital Structure post Shareholders meeting.
At a Shareholders meeting proposed to be held on or about 5 August 2008 the following resolutions are to be considered which affect the
capital structure of the company:
(a) A 10:1 consolidation of the Company's Shares.
(b) The issue of 3,500,000 (post consolidation) $1.00 Options with an expiry date of 30 June 2014 to Shareholders who participated in
a placement on or about 4 August 2006. See Sections 5.4 and 5.12 for further information about this issue of Options.
(c) The issue of 500,000 (post consolidation) $1.00 Options with an expiry date of 30 June 2014 to entities associated with Mr Peter
Gunzburg who agreed to convert loans to Shares on the same basis as that on which investors invested in the placement in section 3.2(b). See
Sections 5.4 and 5.12 for further information about this issue of Options.
The capital structure of the Company at the completion of the Offer assuming the approval of the resolutions at the general meeting of
Shareholders will be:
Issued Capital Shares Options
Current Shares on issue (post consolidation) 31,967,949 400,000(2)
Number of Shares that will be issued pursuant to 31,967,949 0
the Offer (post consolidation) (1)
Number of Options to be issued subject to approval 0 4,000,000(3)
at general meeting
Maximum Number of Shares on issue after the Offers 63,935,898 4,400,000
(post consolidation)
(1) Assuming that no Options are exercised prior to the Record Date.
(2) 400,000 $0.30 Options exercisable by 10 August 2010
(3) 4,000,000 $1.00 Options exercisable by 30 June 2014
3.3 Voting power of the Sub-underwriter
The Sub-underwriter and APRL have indicated that its intentions mentioned in this section are based on the facts and information
regarding the Company and the general business environment which are known to it as at the date of this Prospectus. Any future decisions
will, of course, be reached by the Sub-underwriter and APRL based on all material information and circumstances at the relevant time.
Accordingly, if circumstances change or new information becomes available in the future, The Sub-underwriter's and APRL's intentions could
change accordingly.
The Sub-underwriter and APRL have informed the Company that they are supportive of the Company's current direction. The Sub-underwriter
and APRL have each indicated that it is willing to consider any proposals the Company's Board and management may put forward as to how the
Sub-underwriter and APRL could support and assist the Company toward its objective.
The Sub-underwriter and APRL have advised the Company that since it is supportive of the Company's current direction, it does not
currently intend to make any major changes to direction and objectives of the Company and that other than as disclosed above or elsewhere in
this Prospectus, the Sub-underwriter and APRL:
i. have no current intention of making any significant changes to the existing business of the Company;
ii. have no current intention to inject further capital into the Company other than participating in the Offer and sub-underwriting
the Offer;
iii. have no current intention to become involved in decisions regarding the future employment of the Company's present employees and
contemplates that they will continue in the ordinary course of business;
iv. do not presently intend for any property be transferred between the Company and The Sub-underwriter or any person associated with
it;
v. have no current intention to redeploy the fixed assets of the Company; and
vi. have no current intention to change the Company's existing financial or dividend policies.
In particular the requirements of the Corporations Act and the ASX listing rules in relation to conflicts of interest and "related party
" transactions will apply in the event that the Sub-underwriter or APRL are considered a related parties of the Company.
The Sub-underwriter and APRL will only make a decision on its course of action in light of material facts and circumstances at the
relevant time and after it receives appropriate legal and financial advice on such matters, where required, including in relation to any
requirement for Shareholder approval.
The statements above are of current intention only which may change as new information becomes available or circumstances change.
3.4 Pro forma Consolidated Balance Sheet
Set out below, for the purposes of illustration only, is a pro forma consolidated balance sheet of the Company after taking into account
the Offer. It is based on the unaudited consolidated balance sheet of the Company as at 31 May 2008. The accounting policies adopted in the
preparation of the consolidated balance sheet of the Company as at 31 May 2008 and the preparation of the pro forma consolidated balance
sheet set out below are consistent with the accounting policies adopted and described in Eurogold's half-yearly report for the half-year
ended 31 December 2007 and should be read in conjunction with that report.
The pro forma consolidated balance sheet illustrates the effect of the Offer as if the issue of Shares under this Prospectus had
occurred on 31 May 2008 and is based on the assumptions set out below:
PRO-FORMA BALANCE SHEET
Unaudited Pro-forma Pro-forma Unaudited
Consolidated 31 May Adjustments Consolidated 31 May 2008
2008
CURRENT ASSETS
Cash and cash equivalents 2,720,848
9,131,445 11,852,293
Trade and other receivables 93,789 93,789
Investments 4,778,786 4,778,786
TOTAL CURRENT ASSETS 7,593,423 9,131,445 16,724,868
NON-CURRENT ASSETS
Property, plant and equipment 8,834 8,834
TOTAL NON-CURRENT ASSETS 8,834 8,834
TOTAL ASSETS 7,602,257 9,131,445 16,733,702
CURRENT LIABILITIES
Trade and other payables 759,153 759,153
Provisions 4,735 4,735
TOTAL CURRENT LIABILITIES 763,888 763,888
TOTAL LIABILITIES 763,888 763,888
NET ASSETS 6,838,369 9,131,445 15,969,814
EQUITY
Contributed equity 41,345,565
9,131,445 50,477,010
Reserves 17,846 17,846
Accumulated losses (34,525,042) (34,525,042)
TOTAL EQUITY 6,838,369
9,131,445 15,969,814
Pro forma Adjustments
(a) The Company issues 319,679,494 Shares at $0.03 per Share pursuant to this Prospectus, raising proceeds of approximately
$9,590,370 before costs of the Offer estimated to be $458,925. The pro-forma is prepared on the basis that the Offer raises $9,131,445 after
costs.
(b) Estimated costs of the Offer of $458,925 have been recognised directly against share capital, as a reduction of the proceeds of
the Offer.
Contingent Asset and Liabilities
(a) On 10 July 2007 the company disposed of its Ukrainian gold mining assets for US $5 million. US $3 million of this amount remains
outstanding and will only be received upon the purchaser meeting a regulatory milestone relating to the advancement of the Saulyak Gold
Project.
(b) In addition to the disposal of its Ukrainian gold mining assets for US $5 million the company has settled its legal proceedings
against Oxus Holdings (Malta) Limited and Oxus Gold Plc arising from the termination of an earlier asset sale agreement entered into between
the Company and Oxus Holdings (Malta) Limited and Oxus Gold Plc on 30 April 2006 for the sale of the company's Ukrainian gold assets. The
net value of the settlement to the Company totalled $4,805,554. Until the preparation of the Company's taxation return for the year ended 30
June 2008 is completed the potential tax liability, if any, in relation to the sale and litigation proceeds will not be established. The
ultimate amount of tax liability, if any, will be dependant on a number of factors including but not limited to:
(i) The final amount received in respect to the sale;
(ii) The classification of the transactions for taxation purposes;
(iii) The final determination of the asset cost bases for taxation purposes; and
(iv) The ability of the Company to offset other expenses and capital losses which may be available to it.
(c) The Company has guaranteed the payment of a royalty by Saulyak Limited Liability Company based on gold output from the Saulyak
Gold Project which was disposed of by the Company on 10 July 2007. The royalty is up to 2% net smelter royalty per ounce of gold produced
form the Saulyak Gold Project payable only in respect of ounces of gold produced over 750,000 ounces in total. Gold production from the
Saulyak Gold Project has not yet commenced with the current owners of the project yet to secure a mining licence. At the time of the sale of
the project by the Company total reserves identified at the project were not in excess of 750,000 ounces.
(d) The Company is a defendant in proceedings commenced by the Republic of Yugoslavia in Yugoslavia seeking damages for the
accidental overflow of treatment water from the tailings dam spillage on 30 January 2000. Eurogold believes that it has no liability to the
Republic of Yugoslavia with respect to those proceedings.
3.5 Future dividends
The declaration of dividends, if any, by Eurogold, and the extent to which franking credits are attached to such dividends, will be
subject to a variety of factors including the financial results of Eurogold, the general financial, economic and business environment,
ongoing capital expenditure, future cash requirements, the taxation position of Eurogold and any other factors which the Directors may
consider relevant.
4. Risk factors
Eurogold's business is subject to a number of risks that may impact on the financial performance of the Company and the price and value
of its securities. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but many are outside
the control of Eurogold and cannot be mitigated.
The following summary describes some of the risks that investors should consider before deciding whether or not to take up their
Entitlement under the Offer. Potential investors should read this Prospectus in its entirety and consult their professional advisers before
applying for Shares. Any of the risk factors set out in this Section 4, as well as any other factors not identified in this Prospectus, may
materially affect the financial performance of the Company and the market price of Shares.
None of the Company, its Directors, nor any of its professional advisers gives any form of assurance or guarantee as to future
dividends, return on capital or the price at which Shares might trade on ASX.
The risk factors described in this section are not intended to be an exhaustive list of the risk factors to which the Company is
exposed.
4.1 Specific Risks in relation to Eurogold
(a) Investments, Projects and Acquisitions
Eurogold's board has extensive experience in the resources industry which it will utilise to identify, pursue and assess resource
opportunities, including potential acquisitions, joint ventures, or investments in the resources sector, which can enhance Shareholder
value. In doing so the Company may engage consultants, either in Australia or overseas, for the purposes of realising any potential
investments or opportunities it identifies. As an incentive to perform, consultants may be paid cash, issued securities, or a combination of
both.
The assessment of new investments and opportunities (whether completed or not) may require the payment of monies (as a deposit and/or
exclusivity fee) after only limited due diligence and prior to the completion of comprehensive due diligence. There can be no guarantee that
any proposed acquisition will be completed or be successful. If the proposed acquisition is not completed, monies already advanced may not
be recoverable, which may have a material adverse effect on the Company.
If an investment or acquisition is completed, the Board will need to reassess, at that time, the funding allocated to current portfolio
and new investments opportunities, which may result in the Company reallocating funds from other projects and/or the raising of additional
capital (if available). Furthermore, notwithstanding that an acquisition may proceed upon the completion of due diligence, the usual risks
associated with the new project/business activities will remain.
Where appropriate, the Company may dispose of an investment or interest in projects either in part of in whole if it considers that the
proceeds on disposal can be used to fund either acquisitions or development activities which may be more appropriate for the Company to
pursue.
(b) Volatility in the market price of Shares
Although the Company is listed on ASX, there is no assurance that an active trading market for its Shares will be sustained. There is
also no assurance that the market price for the Shares will not decline below the issue price. The market price of the Company's Shares
could be subject to significant fluctuations due to various external factors and events, including the liquidity of the Shares in the
market, any difference between the Company's actual financial and operating results and broader market-wide fluctuations.
(c) Litigation Risks
The Company is a defendant in proceedings commenced by the Republic of Yugoslavia in Yugoslavia seeking damages for the accidental
overflow of treatment water from the tailings dam spillage on 30 January 2000. Eurogold believes that it has no liability to the Republic of
Yugoslavia with respect to those proceedings. There is, however, no guarantee that the Company will not receive an adverse finding in
relation to these proceedings which may impact on the financial viability of the Company and may impact on its future operations.
4.2 General Risks
(a) Securities Investment
Applicants should be aware that there are risks associated with any securities investment. The prices at which the Company's Shares
trade may be above or below the issue price, and may fluctuate in response to a number of factors.
Furthermore, the stock market, and in particular the market for mining and exploration companies, has experienced extreme price and
volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. There can be no
guarantee that these trading prices and volumes will be sustained. These factors may materially affect the market price of the Shares,
regardless of the Company's operational performance.
(b) Share Market Conditions
The market price of the Shares may fall as well as rise and may be subject to varied and unpredictable influences on the market for
equities in general and resource stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company
or any return on an investment in the Company.
(c) Economic Risk
Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company.
Factors that may contribute to that general economic climate include the level of direct and indirect competition against the Company,
industrial disruption and the rate of growth of gross domestic product in Australia and other jurisdictions in which the Company may acquire
investments or mineral assets.
(d) Legislative changes
Changes in government regulations, policies and the laws of foreign countries may have an adverse effect on the Company's operations and
financial performance. The Directors cannot guarantee that current regulations, policies and laws will not change or impact on the Company's
operations.
(e) Mineral Prices
The factors which influence the price of minerals include, but are not limited to, supply and demand, forward selling, general world
economic conditions and the outlook for interest rates, exchange rates, inflation and other commodity prices. A change in commodity prices
may affect the value of the Company's investments or projects and impact on the financial performance of the Company.
(f) Operating risks
Mineral production is a high-risk business with no guarantee of success. By investing in companies or projects in the mineral production
sector the Company is subject to the risks inherent in the conduct of mining operations. The operations of the Company or the companies in
which it invests may be disrupted by a variety of events and hazards which are beyond the Company's control, including environmental
hazards, industrial accidents, technical failures, labour disputes, government decisions, unusual or unexpected rock formations, underground
mining conditions, ground conditions, flooding and extended interruptions due to inclement or hazardous weather conditions, fires,
explosions and other incidents. These risks and hazards could also result in damage to, or destruction of production facilities, personal
injury, environmental damage, business interruption, monetary losses and possible legal liability.
(g) Joint venture parties and contractors
The Directors are unable to predict the risk of the financial failure or default by a participant in any joint venture to which the
Company may become a party or insolvency or other managerial failure by any of the contractors which may be used by the Company in its
activities.
(h) Future funding
The future capital requirements of the Company will depend on many factors including its business development activities. Should the
Company require additional funding there can be no assurance that additional financing will be available on acceptable terms, or at all. Any
inability to obtain additional finance, if required, would have a material adverse effect on the Company's business and its financial
condition and performance.
4.3 Other risk factors
Other risk factors include those normally found in conducting a business including risks relating to employees (through personal
injuries, industrial matters or otherwise or any other cause), strikes, lockouts, loss of service of key management or operational
personnel, non-insurable risks, adverse weather conditions, and other matters that may interfere with the business or trade of the Company.
4.4 Investment Speculative
The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The
above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company
and the value of the Securities offered under this Prospectus. Therefore, the Securities to be issued pursuant to this Prospectus carry no
guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities. Potential investors should
consider that the investment in the Company is speculative and should consult their professional adviser before deciding whether to apply
for Securities pursuant to this Prospectus.
5. Additional information
5.1 Rights attaching to Shares
A summary of the rights attaching to Shares in the Company is set out below. This summary is qualified by the full terms of the
Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does not purport to be exhaustive
or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex
questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a
definitive assessment of the rights and liabilities which attach to Shares in any specific circumstances, the Shareholder should seek legal
advice.
(a) Voting
At a general meeting, on a show of hands every Shareholder present in person has one vote. At the taking of a poll, every Shareholder
present in person or by proxy and whose Shares are fully paid has one vote for each of his or her Shares. On a poll, the holder of a partly
paid share has a fraction of a vote with respect to the share. The fraction is equivalent to the proportion which the amount paid (not
credited) bears to the total amount paid and payable (excluding amounts credited).
(b) General Meetings
Each Shareholder is entitled to receive notice of, attend and vote at general meetings of the Company and to receive all notices,
financial statements and other documents required to be sent to Shareholders under the Constitution of the Company, the Corporations Act and
the Listing Rules.
(c) Dividends
The Directors may pay to Shareholders any interim and final dividends as, in the Directors' judgement, the financial position of the
Company justifies. The Directors may fix the amount, the record date for determining eligibility and the method of payment. All dividends
must be paid to the Shareholders in proportion to the number and the amount paid on the Shares held.
(d) Transfer of Shares
Generally, all Shares in the Company are freely transferable subject to the procedural requirements of the Constitution, and to the
provisions of the Corporations Act, the Listing Rules and the ASTC Operating Rules. The Directors may decline to register an instrument of
transfer received where the transfer is not in registrable form or where refusal is permitted under the Listing Rules or the ASTC Operating
Rules. If the Directors decline to register a transfer the Company must give reasons for the refusal. The Directors must decline to register
a transfer when required by the Corporations Act, the Listing Rules or the ASTC Operating Rules.
(e) Variation of Rights
The Company may only modify or vary the rights attaching to any Shares with the prior approval by a special resolution of the
Shareholders, or with the written consent of the holders of at least three-fourths of the issued Shares.
(f) Directors
The minimum number of Directors is three and the maximum is ten. Currently, there are three Directors. Directors must retire on a
rotational basis so that one-third of Directors must retire at each annual general meeting. Any other Director who has been in office for
three or more years must also retire. A retiring Director is eligible for re-election. The Directors may appoint a director either in
addition to existing Directors or to fill a casual vacancy, who then holds office until the next annual general meeting.
(g) Decisions of Directors
Questions arising at a meeting of Directors are decided by a majority of votes. The Chairman has a casting vote.
(h) Issue of Further Shares
Subject to the Constitution, the Corporations Act 2001 and the Listing Rules, the Directors may issue, or grant options in respect of,
Shares to such persons on such terms as they think fit. In particular, the Directors may issue preference shares, including redeemable
preference shares, and may issue shares with preferred, deferred or special rights or restrictions in relation to dividends, voting, return
of capital and participation in surplus on winding up.
(i) Officers' Indemnity
To the full extent permitted by the law and to the extent not covered by insurance, the Company must indemnify each officer of the
Company against all losses and liabilities incurred by the person as an officer of the Company, including costs and expenses incurred in
defending proceedings in which judgement is given in favour of the person or in which the person is acquitted or in connection with relief
granted to the person in an application under the Corporations Act 2001 in respect to such proceedings.
(j) Alteration to the Constitution
The Constitution can only be amended by a special resolution passed by at least 75% of Shareholders present and voting at a general
meeting. At least 28 days' notice of the intention to propose the special resolution must be given.
(k) ASX Listing Rules Prevail
To the extent that there are any inconsistencies between the Constitution and the Listing Rules, the Listing Rules prevail.
5.2 Share trading history
The lowest and highest market sale prices of Shares on ASX during the three months immediately preceding the date of this Prospectus
were $0.022 on 28 April 2008 and $0.04 on 15 April 2008 respectively.
The last sale price for Shares traded on ASX prior to the date of this Prospectus was $0.023 on 2 July 2008.
The issue of Shares may affect the market price of Shares.
5.3 Options
As at the date of this Prospectus the Company has granted 4,000,000 options over unissued Shares ("Options"), and each Option is
convertible into one Share.
If a holder of an Option exercises their Options and is registered as the holder of Shares in respect of those Options as at the Record
Date, they will be entitled to participate in the Offer in respect of those Shares acquired on exercise.
Options not exercised prior to the Record Date will confer no entitlement to participate in the Offer on their holding.
5.4 Rights attaching to Options
(a) Entitlement
Each Option (together the 'Options') entitles the holder to subscribe for one Share upon exercise of each Option.
(b) Exercise Price and Expiry Date
The Options have an exercise price of $1.00 each and an expiry date of 30 June 2014.
(c) Exercise Period
The Options are exercisable at any time on or prior to the Expiry Date.
(d) Notice of Exercise
The Options may be exercised by notice in writing to the Company and payment of the Exercise Price for each Option being exercised. Any
notice of exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of
receipt.
(e) Shares issued on exercise
Shares issued on exercise of the Options rank equally with the then shares of the Company.
(f) Timing of issue of Shares
After a Option is validly exercised, the Company must, at the later to occur of, 15 Business Days of the notice of exercise and receipt
of cleared funds equal to the sum payable on the exercise of the Options and 5 Business Days of the Company being in a position to comply
with paragraph (b)(ii) below:
(i) issue and allot the Share; and
(ii) do all such acts matters and things to:
A. obtain the grant of quotation for the Share on ASX; and
B. ensure that the sale of the Share within 12 months of issue does not cause a breach of the Corporations Act.
(g) Participation in new issues
There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues
of capital offered to Shareholders during the currency of the Options.
However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least
ten business days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the
date for determining entitlements to participate in any such issue.
(h) Adjustment for bonus issues of Shares
If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in
satisfaction, of dividends or by way of dividend reinvestment):
(ii) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the
Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
(iii) no change will be made to the Exercise Price.
(i) Adjustment for rights issue
If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends
or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:
New exercise price = O - E[P-(S+D)]
N+1
O = the old Exercise Price of the Option.
E = the number of underlying Shares into which one Option is exercisable.
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the
day before the ex rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.
(j) Adjustments for reorganisation
If there is any reconstruction of the issued share capital of the Company, the rights of the Optionholders may be varied to comply the
ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.
(k) Quotation of Options
The Options will be unlisted Options. No application for quotation of the Options will be made by the Company until such time as the
Company in its absolute discretion determines otherwise. Should the Company make an application for quotation of the Options and the ASX
accepts the application for quotation of the Options then the Options will be listed Options from the time that the ASX accepts such
application.
(l) Options transferable
Subject to the proposed transferee being a party which is within the class of parties in section 708 of the Corporations Act to which
disclosure is not required, the Options are transferable.
(m) Lodgement Instructions
Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise
of the options with the appropriate remittance should be lodged at the Company's Registry.
5.5 CHESS
The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASX Settlement and Transfer Corporation
Pty Ltd ACN 008 504 532 ("ASTC"), a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and Securities
Clearing House Business Rules.
Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Shares.
If you are broker sponsored, ASTC will send you a CHESS holding statement.
The CHESS holding statement will set out the number of Shares issued under this Prospectus, provide details of your holder
identification number and the participant identification number of the sponsor.
If you are registered on the Issuer Sponsored subregister, your statement will be despatched by the Share Registry and will contain the
number of Shares issued to you under this Prospectus and your security holder reference number.
A CHESS holding statement or an Issuer Sponsored holding statement will routinely be sent to Shareholders at the end of any calendar
month during which the balance of their shareholding changes. Shareholders may request a statement at any other time, however, a charge may
be made for additional statements.
5.6 Underwriting Agreement
The Company, the Underwriter and the Sub-underwriter have entered into an underwriting and sub-underwriting agreement (Underwriting
Agreement) to underwrite and sub-underwrite the Offer in accordance with the terms and conditions of the Underwriting Agreement.
The Underwriter and Sub-underwriter are required to subscribe for the Shortfall Shares.
The underwriting obligation of the Underwriter is limited to the extent to which the Sub-underwriter performs its sub-underwriting
obligations under the Underwriting Agreement.
The Underwriter and Sub-underwriter may terminate their obligations to satisfy a shortfall, adjust their commitment to subscribe for a
shortfall or waive its rights if any of the termination events specified in the Underwriting Agreement occur. These events are summarised as
follows:
(a) Prospectus
Any of the following occurs in relation to the Prospectus:
(i) the Underwriter or Sub-underwriter reasonably forms the view that there is a material omission, it contains a material statement
which is misleading or deceptive, or a material statement has become misleading or deceptive;
(ii) ASIC gives notice of intention to hold a hearing under section 739(2) of the Corporations Act or makes an interim order under
section 739(3) of the Corporations Act; or
(iii) any person other than the Underwriter who consented to being named in the Prospectus withdraws that consent.
(b) Supplementary prospectus
Either the Underwriter or the Sub-underwriter reasonably forms the view that a supplementary or replacement document (as appropriate)
must be lodged with ASIC under section 719 or section 724 of the Corporations Act and the Company does not lodge a supplementary or
replacement document (as the case may be) in the form and content and within the time reasonably required by the Underwriter or the
Sub-Underwriter.
(c) ASX Listing
ASX does not give approval for the Shares issued under the Offer to be listed for official quotation, or if approval is granted, the
approval is subsequently withdrawn, qualified or withheld.
(d) Index change
The ASX All Ordinaries Index as determined at close of trading falls at least 10% below its level at the close of trading on the date of
the Underwriting Agreement for any three consecutive trading days during the underwriting period.
(e) Indictable offence
A director of the Company or any related corporation is charged with an indictable offence.
(f) Return of capital or financial assistance
The Company or a related corporation takes any steps to undertake a proposal contemplated under section 257A or passes or takes any
steps to pass a resolution under section 260B of the Corporations Act, without the prior written consent of the Underwriter.
(g) Banking facilities
The Company's bankers not terminating or issuing any demand or penalty notice or amending the terms of any existing facility or claiming
repayment or accelerated repayment of any facility or requiring additional security for any existing facility.
(h) Change in laws
Any of the following occurs:
(i) the introduction of legislation into the Parliament of the Commonwealth of Australia or of any State or Territory of Australia;
or
(ii) the public announcement of prospective legislation or policy by the Federal Government, or the Government of any State or
Territory; or
(iii) the adoption by the ASIC, its delegates, ASX, the Reserve Bank of Australia or any other regulatory authority of any
regulations or policy,
which does or is likely to prohibit, restrict or regulate the principal business of the Company, the Offer or the operation of stock
markets generally.
(i) Failure to comply
The Company or any related corporation fails to comply with any of the following:
(i) a provision of its Constitution;
(ii) any statute;
(iii) a requirement, order or request, made by or on behalf of the ASIC or any Governmental Agency; or
(iv) any material agreement entered into by it,
which is likely to prohibit or materially restrict the business of the Company or the Offer.
(j) Alteration of capital structure or constitution
The Company alters its capital structure or its Constitution other than as previously announced without the prior written consent of the
Underwriter and the Sub-underwriter.
(k) Extended force majeure
A force majeure, which prevents or delays an obligation under the Underwriting Agreement, lasting in excess of two (2) weeks, occurs.
(l) Default
The Company is in default of any material term and condition of the Underwriting Agreement or breaches any warranty or covenant given or
made by it under the Underwriting Agreement.
(m) Adverse change
Any adverse change occurs which materially impacts or is likely to impact the assets, operational or financial position of the Company
or a related corporation (including but not limited to an administrator, receiver, receiver and manager, trustee or similar official being
appointed over any of the assets or undertaking of the Company or a related corporation).
(n) Investigation
Any person is appointed under any legislation in respect of companies to investigate the affairs of the Company or a related
corporation.
(o) Due diligence
There is a material omission from the results of the due diligence investigation performed in respect of the Offer or the results of the
investigation or the verification material are false or misleading.
(p) Prescribed occurrence
A prescribed occurrence occurs.
(q) Suspension of debt payments
The Company suspends payment of its debts generally.
(r) Event of insolvency
An event of insolvency occurs in respect of the Company or a related corporation.
(s) Judgment against a related corporation
A judgment in an amount exceeding $50,000 is obtained against the Company or a related corporation and is not set aside or satisfied
within seven (7) days.
(t) Calamity
The occurrence of any calamity or crisis or any change in financial, political or economic conditions or currency exchange rates or
controls in Australia or any restriction or limitation on the nature/basis of trading of equities on ASX.
(u) Market conditions
Any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia,
Japan, the United Kingdom, the United States of America or the international financial markets or any material adverse change occurs in
national or international political, financial, economic conditions, in each case the effect of which is that, in the reasonable opinion of
the Underwriter and Sub-Underwriter, reached in good faith, it is impracticable to market the Offer or to enforce contracts to issue and
allot the Securities or that the success of the Offer is likely to be adversely affected.
Neither the Underwriter nor the Sub-underwriter may terminate the Underwriting Agreement, adjust their commitment to subscribe for the
Shortfall or waive its rights in relation to the termination events in (a) to (u) above unless the termination event has or is likely to
have a material adverse effect or could give rise to a liability of the Underwriter under the Corporations Act.
The Company has agreed to indemnify the Underwriter and the Sub-underwriter and its officers, employees, agents, representatives and
advisers from and against all loss arising in any way relating to the Offer, the Underwriting Agreement, including any losses in connection
with any investigation, enquiry or hearing by ASIC, ASX, a government or governmental agency.
The indemnity in the Underwriting Agreement does not extend to an indemnity against any loss arising out of the wilful misconduct, fraud
or negligence of the Underwriter or Sub-Underwriter.
Under the Underwriting Agreement, the Underwriter is entitled to a commission of 4% of the total amount raised under the Offer (plus
GST) payable by the Company and the Sub-underwriter is entitled to a commission of 3% of the total amount raised under the Offer (plus GST,
if applicable) payable by the Underwriter. In addition, the Company must pay the Underwriter for all costs and expenses reasonably and
properly incurred by the Underwriter provided approval is sought for any expenses in excess of $500.
If the Underwriting Agreement is terminated by the Company for any reason, the Company must pay to the Underwriter within 3 business
days after the termination any costs and expenses incurred up to and including termination, including a termination fee of $50,000.
5.7 Taxation implications
The Directors do not consider that it is appropriate to give Eligible Shareholders advice regarding the taxation consequences of
subscribing for Shares under this Prospectus.
The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Eligible
Shareholders. As a result, Eligible Shareholders should consult their professional tax adviser in connection with subscribing for Shares
under this Prospectus.
5.8 Nature of this Prospectus
This Prospectus is a transaction specific prospectus issued under section 713 of the Corporations Act which allows the issue of such a
prospectus in relation to offers of securities where those securities are of a class which have been quoted on a registered securities
exchange for 12 months before the date of the Prospectus, or "continuously quoted securities". The Shares to be issued pursuant to this
Prospectus are in a class of securities that are continuously quoted securities.
5.9 Eurogold is a disclosing entity
The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both
the Corporations Act and the Listing Rules. Copies of documents lodged with ASIC in relation to the Company may be obtained from, or
inspected at, an ASIC office. Copies of announcements made through the ASX's company announcement platform may be viewed at the ASX
website.
The Company's disclosure obligations include being required to notify ASX immediately of any information concerning the Company which it
is, or becomes, aware of and which a reasonable person would expect to have a material effect on the price or value of its Shares or any
other securities issued by the Company, subject to specified exceptions which apply for information of a certain character.
Other documents that are required to be lodged by the Company include:
(a) half yearly reports and preliminary financial statements, to be provided to ASX within 75 days of the end of each half and full
year accounting period respectively; and
(b) financial statements, to be lodged with ASX within a specified time after the end of each accounting period.
5.10 Inspection and copies of documents
Until 5.00pm on the Closing Date, the Company will provide free of charge to any person who requests it a copy of:
(a) the Annual Report dated 27 September 2007 containing the financial statements of the Company for the financial year ended 30 June
2007, being the last financial year for which financial statements have been lodged with ASIC in relation to the Company before the issue of
this Prospectus; and
(b) the following documents lodged by the Company to notify ASX of information relating to the Company during the period from the
date of lodgement of the financial statements referred to in paragraph (a) and before the date of issue of this Prospectus in accordance
with the Listing Rules and the Corporations Act:
The documents referred to in paragraphs (a) and (b) above are not included in, and do not accompany, this Prospectus.
Date Lodged Subject of Announcement
15/10/2007 Quarterly Activities Report
16/10/2007 Notice of Annual General Meeting and Proxy Form
30/10/2007 Annual Report to Shareholders
15/11/2007 Results of Annual General Meeting
15/11/2007 Appendix 5B
17/12/2007 Appendix 5B
15/01/2008 Appendix 5B
31/01/2008 Quarterly Activities Report and Cashflow Report
15/02/2008 Monthly Financials
18/02/2008 Trading Halt
19/02/2008 Settlement of Federal Court Proceedings Against Oxus Gold
19/02/2008 IMF: Litigation Settlement
21/02/2008 Ceasing to be a substantial holder
26/02/2008 Ceasing to be a substantial holder
27/02/2008 Becoming a substantial holder
03/03/2008 Ceasing to be a substantial holder
14/03/2008 Half Yearly Report and Accounts
17/03/2008 Monthly Financials
02/04/2008 Settlement with Oxus Gold
15/04/2008 Quarterly Activities Report
09/05/2008 Settlement with Oxus Gold Plc
15/05/2008 Monthly Financials
22/05/2008 Settlement with Oxus Gold Plc
05/06/2008 Becoming a substantial holder of GTX
16/06/2008 Monthly Financials
24/06/2008 Non-renounceable rights issue, share consolidation and
cancellation of AIM listing
5.11 Privacy
The Application Form accompanying this Prospectus requires you to provide information that may be personal information for the purposes
of the Privacy Act 1988 (Cth) (as amended). The Company (and its share registry on behalf of the Company) may collect, hold and use that
personal information in order to assess your Entitlement, service your needs as a Shareholder and provide facilities and services that you
request and to administer the Company.
If you do not provide the information requested of you in the Application Form, the Company and the Share Registry may not be able to
process your Application or administer your holding of Shares appropriately.
The Company may disclose your personal information for purposes related to your investment to the Company's agents and service
providers. The types of agents and service providers that may be provided with your personal information and the circumstances in which your
personal information may be shared are:
* the Share Registry for ongoing administration of the shareholder register;
* printers and other companies for the purpose of preparation and distribution of statements and for handling mail; and
* legal and accounting firms, auditors, contractors, consultants and other advisers for the purpose of administering, and advising,
on the Shares and for associated actions.
The Company complies with its legal obligations under the Privacy Act 1988 (Cth) (as amended).
You may request access to your personal information held by (or on behalf of) the Company. You may be required to pay a reasonable
charge to the Share Registry in order to access your personal information. You can request access to your personal information by writing to
or telephoning the Share Registry.
5.12 Placement Offer
Pursuant to this Prospectus the Company is offering, subject to Shareholder approval, 3,500,000 unlisted free Options each with an issue
price of $1.00 and an expiry date of 30 June 2014 (post consolidation of capital), to investors who participated in the placement on or
about 4 August 2006 (the placement was undertaken at $0.05 per Share on the basis that one free attaching option per Share be issued) and
500,000 unlisted free Options each with an issue price of $1.00 and with an expiry date of 30 June 2014 (post consolidation of capital), to
entities associated with Mr Peter Gunzburg in relation to the conversion of debts (on the same basis as the placement) owed by the Company
to Mr Gunzburg in July 2006 (together the Placement Offer).
Although Shareholders approved the issue of Shares and Options (on identical terms other than the Option expiry date was originally 30
June 2009) in relation to the Placement Offer, for various reasons the free attaching Options were not issued. The Company is now offering
under this Prospectus those parties the free attaching Options.
Application for Options under the Placement Offer can be made by completing and returning the Application Form (which the Company will
provide with a copy of this Prospectus) to Eurogold Limited, Level 1, and 173 Mounts Bay Road Perth WA 6000. Only the person who receives an
Application Form for the Placement Offer is entitled to apply for Options under the Placement Offer.
5.13 Directors' interests
Except as disclosed in this Prospectus, no Director or proposed director or promoter of the Company, and no firm in which a Director or
proposed director is a partner:
(a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or
promotion of the Company, Securities offered under this Prospectus or property acquired or proposed to be acquired by the Company in
connection with its formation or promotion of the Offer; or
(b) has been paid or given or will be paid or given any amount or benefit to induce him or her to become, or to qualify as, a
Director, or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or the Offer.
Directors' interests in Company securities
No Director or proposed director as at the date of this Prospectus has a relevant interest in any securities of the Company other than
as set out below:
Director Shares Options Shares Entitlement
Peter Gunzburg 31,746,879 2,000,000 31,746,879
Brett Montgomery 3,000,000 - 3,000,000
Neil MacLachlan 2,550,000 2,000,000 2,550,000
Options
(1) Unlisted Director Options to subscribe for Shares were issued to Directors Peter Gunzburg and Neil MacLachlan and are exercisable
at $0.03 on or before 10 August 2010.
Remuneration of Directors
The Company's Constitution and ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be determined
from time to time by a general meeting or, until so determined, as the Directors resolve.
Directors have received the following remuneration for the period from 1 July 2007 to 31 May 2008:
Director Salary, fees and Value of Options issued(1) Total
Superannuation ($) ($)
($)
Peter Gunzburg 167,294 22,838 190,132
Brett Montgomery 22,917 0 22,917
Neil MacLachlan 0 22,838 22,838
(1) 2,000,000 Options were granted to each of Mr Peter Gunzburg and Mr Neil MacLachlan in lieu of salary and directors fees.
5.14 Interests of other persons
Except as disclosed in this Prospectus, no expert, promoter, underwriter or other person named in this Prospectus as performing a
function in a professional, advisory or other capacity:
(a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or
promotion of the Company, the Offers or property acquired or proposed to be acquired by the Company in connection with its formation or
promotion or the Offer; or
(b) has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the
Company or the Offers.
Hardy Bowen has acted as lawyers to the Company in relation to the Offer and will receive approximately $10,000 (not including GST) for
legal services rendered to the Company in connection with the Offer. In the past two years Hardy Bowen has received $152,580 for the
provision of legal services to the Company.
The Underwriter and Sub-underwriter have agreed to fully underwriter and sub underwrite (respectively) the Offer. See section 5.6 for
further information in relation to the underwriting agreement.
5.15 Estimated expenses of Issue
The total expenses of the Offer, including underwriting fee, ASIC lodgement fee, ASX quotation fee, legal and preparation fees,
printing, mailing and share registry expenses, are expected to be approximately $458,925.
5.16 Consents
Each of the consents referred to in this Section 5.16 has been given in accordance with the Corporations Act and has not been withdrawn
as at the date of lodgement of this Prospectus with ASIC.
Hardy Bowen have given, and have not withdrawn, their written consent to being named in this Prospectus as lawyers to the Company. Hardy
Bowen have not authorised or caused the issue of this Prospectus or the making of the Offer. Hardy Bowen make no representation regarding,
and to the extent permitted by law expressly exclude any responsibility for, any statements in or omissions from any part of this
Prospectus.
RFC Corporate Finance Limited has given, and has not withdrawn, its written consent to being named in this Prospectus as Underwriter to
the Offer. The Underwriter have not authorised or caused the issue of this Prospectus or the making of the Offer. The Underwriter makes no
representation regarding, and to the extent permitted by law excludes any responsibility for, any statements in or omissions from any part
of this Prospectus.
Computershare Investor Services Pty Ltd has given, and has not withdrawn, its written consent to being named in this Prospectus as the
Company's share registry. Computershare Investor Services Pty Ltd has not authorised or caused the issue of this Prospectus or the making of
the Offers. Computershare Investor Services Pty Ltd makes no representation regarding, and to the extent permitted by law expressly excludes
any responsibility for, any statements in or omissions from any part of this Prospectus.
6. Directors' statement and consent
This Prospectus is issued by Eurogold Limited. The issue of this Prospectus has been authorised by a resolution of the Directors.
In accordance with section 720 of the Corporations Act, each of the Directors of the Company has consented to the lodgement of this
Prospectus with ASIC and has not withdrawn that consent.
This Prospectus is signed by Peter Gunzburg on behalf of all the Directors.
_____________________________
Peter Gunzburg
Executive Director
7. Glossary of terms
These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.
APRL Allied Properties Resources Limited (a company registered in British
Virgin Islands)
ASIC Australian Securities and Investments Commission
ASTC ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532
ASTC Settlement Rules The operating rules of ASTC, except to the extent of any relief given
by ASTC
ASX ASX Limited ACN 008 129 164
Applicant A person who submits an Application Form(s)
Application Form An application form attached to this Prospectus including an
Entitlement and Acceptance Form
Application Monies Application monies for Shares received by the Company
CHESS ASX Clearing House Electronic Sub-registry System
Closing Date The date identified as such in the proposed timetable
Company or Eurogold Eurogold Limited ABN 58 009 070 384 and its Related Bodies Corporate
as the context requires
Constitution The Constitution of the Company as at the date of this Prospectus
Corporations Act Corporations Act 2001 (Cth)
Directors The Directors of the Company as at the date of this Prospectus
Entitlement The entitlement of Shareholders to Shares pursuant to the Offer.
Entitlement and Acceptance The entitlement and acceptance form attached to this Prospectus that
Form(s) sets out the Entitlement of Shareholders to subscribe for Shares
pursuant to the Offer.
Issuer Sponsored Securities issued by an issuer that are held in uncertificated form
without the holder entering into a sponsorship agreement with a broker
or without the holder being admitted as an institutional participant
in CHESS.
Listing Rules The Listing Rules of ASX.
Offer The offer set out in Section 1.1.
Official Quotation Quotation of Securities on the official list of ASX.
Options The right to acquire one ordinary fully paid Share in the capital of
the Company
Optionholder A holder of Options
Placement Offer The offer of Options set out in Section 5.12
Prospectus This Prospectus.
Record Date 5:00pm (WST) on the date identified in the proposed timetable.
Section A section of this Prospectus.
Securities Shares and/or Options as the case may be.
Securityholder The holder of Securities.
Shares Fully paid ordinary shares in the capital of the Company.
Share Registry The Company's share registry, being Computershare Investor Services
Pty Ltd.
Shareholder A holder of Shares.
Shortfall Those Shares under the Offer not applied for by Shareholders.
Sub-underwriter Sun Hung Kai Investment Services Ld
Underwriter RFC Corporate Finance Ltd ACN 009 153 888.
$ or A$ Australian dollars.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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