APPENDIX 3B & SECTION 708NOTE
December 16 2005 - 2:01AM
UK Regulatory
RNS Number:7741V
Elkedra Diamonds NL
16 December 2005
ELKEDRA DIAMONDS NL
Level 1, 130 Hay Street
Subiaco WA 6008
PO Box 8035, Subiaco East WA 6008
Telephone: +61-8-6380-2855
Facsimile: +61-8-6380-1644
E-mail: elkedra@elkedra.com.au
Web Site: www.elkedra.com.au
16 December 2005
RNS - AIM/LSE
London UK
Dear Sir,
RE: APPENDIX 3B - SUBSECTION 708A(5)(e) NOTICE
Appendix 3B
We now attach Appendix 3B relating to the placement by Elkedra Diamonds NL (the
Company) of 3,117,059 shares at 17 British pence (A$0.40) to sophisticated
investors in the UK raising a gross amount of 529,900 British pounds
(A$1,246,823) as announced on 13 December 2005.
Notice pursuant to subsection 708A(5)(e) of the Corporations Act 2001 (Cth)
(Act)
1. Elkedra Diamonds NL advises that on 16 December 2005 it allotted and
issued the following securities:
3,117,059 fully paid ordinary shares issued at 17 British pence
2. As required by subsection 708A(6) of the Act the directors of the
Company advise that:
(i) the Company issued the shares without disclosure to investors under
Part 6D.2 of the Act;
(ii) this Notice is being given pursuant to subsection 708A(5)(e) of the
Act;
(iii) as at the date of this Notice, the Company has complied with:
(a) the provisions of Chapter 2M of the Act as they apply to the
Company, and
(b) section 674 of the Act; and
(iv) as at the date of this Notice, the Company is not in possession of any
excluded information as defined in subsections 708A(7) and 708A(8) of the Act.
For and on behalf of the Board
M.D.J. Cozijn
Director/Secretary
cc: Directors - DB/SR/TT
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as
available. Information and documents given to ASX become ASX's property and may
be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/
2001, 11/3/2002, 1/1/2003.
Name of entity
ELKEDRA DIAMONDS NL
ABN
42 092 334 220
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough
space).
1 +Class of +securities issued or to be issued ORDINARY SHARES
------------------------
------------------------
2 Number of +securities issued or to be issued (if 3,117,059
known) or maximum number which may be issued ------------------------
------------------------
3 Principal terms of the +securities (eg, if options, Fully paid ordinary
exercise price and expiry date; if partly paid shares placed on AIM
+securities, the amount outstanding and due dates register.
for payment; if +convertible securities, the ------------------------
conversion price and dates for conversion)
------------------------
4 * Do the +securities rank Yes
equally in all respects from
the date of allotment with an
existing +class of quoted
+securities?
* If the additional
securities do not rank
equally, please state:
* the date from which they
do
* the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or
interest payment
* the extent to which they
do not rank equally, other ------------------------
than in relation to the next
dividend, distribution or
interest payment
------------------------
5 Issue price or consideration 17 pence (A$0.40)
------------------------
------------------------
Purpose of the issue Placement to raise funds for exploration and
working capital
6 (If issued as consideration for
the acquisition of assets, ------------------------
clearly identify those assets)
------------------------
7 Dates of entering +securities 16 December 2005
into uncertificated holdings or ------------------------
despatch of certificates
------------- -------------
Number +Class
------------- -------------
8 Number and +class of all 61,855,978 Ordinary Shares
+securities quoted on ASX ------------- -------------
(including the securities in
clause 2 if applicable)
Number +Class
---------- -----------------------
9 Number and 7,353,915 Ordinary shares
+class of all (escrowed 24 months)
+securities not
quoted on ASX
(including the
securities in
clause 2 if
applicable)
Escrowed 24 1,540,390 Options 75c - 14/3/07
months (escrowed 24 months)
4,552,560 Options 75c -14/03/06
166,668 Options 75c -31/12/06
1,540,390 Options 75c -31/03/07
166,667 Options $1.05 -14/03/
06
81,667 Options 10p -14/03/06
625,000 Options 40c exercisable
31/12/05 expire 30/11/
09
625,000 Options 40c exercisable
31/12/06 expire 30/11/
09
625,000 Options 60c exercisable
31/12/07 expire 30/11/
09
625,000 Options 60c exercisable
31/12/08 expire 30/11/
09
333,334 45 cent options
exercisable by 3/9/08
23,385,790 12 pence options
exercisable by 31/8/
07
101,457 12 pence options by 31/
8/07 (escrowed 24 mths)
555,612 10% Convertible Notes
$3.60 for 10 shares
6,250,000 expire 24/6/07
150,000 Options 40c expire 30/
09/08
100,000 Options 35c Vesting 1/
11/05 expire 30/11/09
150,000 Options 35c Vesting 1/
05/06 expire 30/11/09
Options 35c Vesting 1/
---------- 11/07 expire 30/11/09
-----------------------
-------------------------------
10 Dividend policy (in the case of a None
trust, distribution policy) on the -------------------------------
increased capital (interests)
Part 2 - Bonus issue or pro rata issue (Item 11 to 33 - Not Applicable)
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of
securities
34 Type of securities
(tick one)
(a) Securities described in Part 1
(b) All other securities
Example: restricted securities at the end of the escrowed period, partly
paid securities that become fully paid, employee incentive share
securities when restriction ends, securities issued on expiry or
conversion of convertible securities
Entities that have ticked box 34(a) (Items 35 to 42 - Not Applicable)
Additional securities forming a new class of securitie
Quotation agreement
1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX
may quote the +securities on any conditions it decides.
2 We warrant the following to ASX.
The issue of the +securities to be quoted complies with the law and is not for
an illegal purpose.
There is no reason why those +securities should not be granted +quotation.
An offer of the +securities for sale within 12 months after their issue will not
require disclosure under section 707(3) or section 1012C(6) of the Corporations
Act.
Note: An entity may need to obtain appropriate warranties from subscribers for
the securities in order to be able to give this warranty
Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any +securities to be quoted and that
no-one has any right to return any +securities to be quoted under sections 737,
738 or 1016F of the Corporations Act at the time that we request that the
+securities be quoted.
* We warrant that if confirmation is required under section 1017F of the
Corporations Act in relation to the +securities to be quoted, it has been
provided at the time that we request that the +securities be quoted.
* If we are a trust, we warrant that no person has the right to return the +
securities to be quoted under section 1019B of the Corporations Act at the time
that we request that the +securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.
4 We give ASX the information and documents required by this form. If any
information or document not available now, will give it to ASX before +quotation
of the +securities begins. We acknowledge that ASX is relying on the information
and documents. We warrant that they are (will be) true and complete.
Sign here: .......... Date: ....16 December 2005................
(Director/Company secretary)
Print name: .........M.D.J.
Cozijn................................................
== == == == ==
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The company news service from the London Stock Exchange
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