Memorandum of Understanding Template Capital Raising - DOC - DOC by sge21080


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									                                                              Company IM

     Company Name Ltd

Issue of 25,000,000 ordinary shares at $0.20 per share

      This is a Information Memorandum template
    that is being used to raise $1 million for RHI Ltd

There are still errors and exceptions in it so use it on an
     “As is basis” without any liabilities on RHI Ltd

                  Beyond that Enjoy...
IMPORTANT INFORMATION: This Information Memorandum contains important
information and requires your careful attention. It should be read in its entirety. If you are in
doubt as to its contents or the course you should consult your stockbroker, accountant,
solicitor or other professional adviser immediately.

                                                                                  Company IM



The information contained in this Information Memorandum is being provided on a
confidential basis to the recipient solely for the purpose of evaluating an investment
in (Insert name here)Ltd (the "Company").

By accepting a copy of this Information Memorandum the recipient agrees, for itself
and its related bodies corporate and each of their management, officers, employees,
agents, representatives and advisers, to maintain the confidentiality of this
information. Any reproduction or distribution of this Information Memorandum, in
whole or in part, or any disclosure of its contents, or use of any information contained
in this Information Memorandum for any purpose other than to evaluate an
investment in the Company, is prohibited.

Status of Information Memorandum

The information contained in this Information Memorandum or subsequently
provided to the recipient whether orally or in writing by, or on behalf of the Company,
or any of their respective Management, officers, employees, agents, representatives
and advisers (the "Parties") is provided to the recipient on the terms and conditions
set out in this notice.

The information contained in this Information Memorandum has been furnished by
the Company and other sources deemed reliable but no assurance can be given by
the Parties as to the accuracy or completeness of this information.

To the full extent permitted by law:

(a)    no representation or warranty (express or implied) is given; and

(b)    no responsibility or liability (including in negligence) is accepted,

by the Parties as to the truth, accuracy or completeness of any statement, opinion,
forecast, information or other matter (whether express or implied) contained in this
Information Memorandum or its appendices or as to any other matter concerning

To the full extent permitted by law, no responsibility or liability (including in
negligence) is accepted by the Parties:

(a)    for, or in connection with any act or omission, directly or indirectly in reliance
       upon; and

(b)    for any cost, expense, loss or other liability, directly or indirectly, arising from,
       or in connection with, any omission from or defects in, or any failure to correct
       any information,

in this Information Memorandum or any other communication (oral or written) about
or concerning them, or the issue of securities in the Company.

The delivery of this Information Memorandum does not under any circumstances
imply that the affairs or prospects of the Company or any information affecting it
have been fully or correctly stated in this Information Memorandum or have not
changed since the date of this Information Memorandum or since the date at which
the information is expressed to be applicable. No responsibility or liability (including
in negligence) is assumed by the Parties for updating any such information or to
inform the recipient of any new information of which the Parties may become aware.

Forward-Looking Statements

This Information Memorandum contains forecasts and other forward-looking
statements concerning the Company. These statements are based on a number of
assumptions, expectations and estimates developed by the Company that, while
considered reasonable by the Company, are inherently subject to significant
uncertainties and contingencies, many of which are beyond the Company's control or
reflect future business decisions which are subject to change.

Recipients of this information are advised that the forecasts included in this
Information Memorandum are forward-looking statements and therefore are
inherently speculative. Due to the subjective judgments and inherent uncertainties of
statements about future events, there can be no assurance that the Company's
actual future results, or subsequent forecasts, will not vary significantly from the
forecasts and other forward-looking statements set out in this Information
Memorandum. The inclusion of the forward-looking statements set out in the
Information Memorandum should not be regarded as a representation or warranty
with respect to their accuracy or the accuracy of the underlying assumptions or that
the Company will achieve or is likely to achieve any particular results.

No Recommendation

The provision of this Information Memorandum is not and should not be considered
as a recommendation in relation to an investment in the Company or that an
investment in the Company is a suitable investment for the recipient.

Investor Enquiries

This Information Memorandum does not purport to provide all of the information the
recipient may require in order to evaluate an investment in the Company. Recipients
should make their own enquiries and evaluations they consider appropriate to verify
the information contained in the Information Memorandum and to determine the
suitability of an investment in the Company (including regarding their investment
objectives, financial situation, and particular needs) and should seek all necessary
financial, legal, tax and investment advice.

Recipients of this Information Memorandum are cautioned that the Company is an
early stage company and that any investment in the Company carries risk.

No Listing

No application for quotation of the New Shares offered under this Information
Memorandum on ASX will be made.

Liquidity of the securities of the Company offered under this Information
Memorandum cannot be guaranteed. An offer for sale of the securities of the
Company within 12 months of the date of issue of those securities must be made
under a disclosure document lodged with the Australian Securities and Investments
Commission (“ASIC”) or in a manner that does not require disclosure to investors
under Part 6D.2 of the Corporations Act. The Corporations Act provides that any
such disclosure document prepared by a shareholder must be lodged with the ASIC
with the consent of the Company. As the Company gives no assurance that such
consent will be given, there is no assurance that the recipient will be able to sell the
securities within the 12 months from the date of issue of the securities in that

Excluded Offer

This Information Memorandum is dated (Insert date here). It has not been nor will
be lodged with ASIC. It does not constitute a prospectus or other disclosure
document within the meaning of Chapter 6D of the Corporations Act.

Any offer of securities of the Company contained in this Information Memorandum is
an offer of securities which does not require disclosure to investors under Part 6D.2
of the Corporations Act and is therefore only to those persons in those situations
listed in Section 708 of the Corporations Act.

Overseas Shareholders

This Information Memorandum does not constitute an offer of securities for issue or
sale or an invitation to apply for the issue of securities or to purchase securities in
any jurisdiction in which, or to any person to whom, it would be unlawful to make
such an offer or invitation.

This Information Memorandum does not constitute an offer in any place in which, or
through any person to whom, it would not be lawful to make such an offer.


Definitions of certain terms used in this Information Memorandum appear in
Section 7.


Information Memorandum and application forms issued              (Insert date here)
Intended closing date for lodgement of applications               (date + 1 month)
Intended date for issue of New Shares                            (date + 2 months)

The Company reserves the right to withdraw the issue at any time and refund
acceptance moneys to applicants without interest. The Company may close this offer
early or extend the closing date for acceptances. In such case the important dates
listed above will be affected.
                                                          Company IM

                            TABLE OF CONTENTS

Chief Executives Letter                               2

       1.1 Offer summary                              3
       1.2 Rights attaching to New Shares             3
       1.3 Proceeds of the issue                      3
       1.4 Purpose of the issue                       3
       1.5 Closing date for acceptance                3

      2.1  Overview                                   3
      2.2  (Insert name here)Ltd                      4
      2.3  Management/Key executives                  7
      2.4  Historical performance of group            9
      2.5  Growth strategies                          9
      2.6  Dividend policy                           10

       3.1  Share capital                            10
       3.2  Objectives                               11
       3.3  Use of proceeds                          12
       3.4  Sales and financial forecasts            12

       4.1  How to apply for new shares              14
       4.2  Special conditions                       14
       4.3  Payment                                  14
       4.4  Enquiries                                14
       4.5  Allotment                                14

5.   RISK FACTORS AND CHALLENGES                     16

       6.1   Rights attaching to New Shares          16
       6.2   Other contracts                         17
       6.3   Legal proceedings                       17
       6.4   Expenses of the issue                   18
       6.5   Minimum subscription                    18
       6.6   Consent and responsibility statements   18

7.   DEFINITIONS                                     19

                                                                               Company IM

Chief Executive’s Letter

(Insert date here)

Dear Investors,

On behalf of the Management of (Insert name here)Ltd, it is my pleasure to present
this Information Memorandum to you. The Issue of shares in (Insert name here)Ltd
under this Information Memorandum provides investors with the opportunity to own
shares in a new mining exploration company.

The Company‟s core activities are (insert activities here) with associated activities
which will enhance the company‟s financial future.

Future activities associated with the (insert activities here) will be assessed and will
be used to grow shareholder value as appropriate. The company's strategy is to
develop and sell (Insert products here) within defined resources that can generate
superior returns on investment for shareholders. (Insert name here) is involved in a
number of projects throughout (insert location here)

We look forward to welcoming you as a shareholder in (Insert name here)Ltd.

Yours faithfully,

(Insert name)
Chairman and CEO

1.1    Offer Summary

The Company is offering for subscription up to 25,000,000 ordinary shares (the
“New Shares”) and in the capital of the Company at an issue price of $0.20 per
New Share and to raise $5,000,000. The Issue will not be underwritten.

1.2    Rights attaching to New Shares

See Section 6.1 for details.

1.3    Proceeds of the Issue

The Issue will raise $5,000,000 before expenses if all subscriptions are accepted.

1.4    Purpose of the Issue

The fund raising will permit the Company to (Insert business here).

1.5    Closing Date for Acceptance

The intended closing time and date for acceptance of applications for the issue of
New Shares is 5.00 pm (Sydney time) on (insert date here).

2.1     Overview

What Is (Insert name here) Ltd?
(Insert name here)Ltd is a corporation designed to (Insert Activities here).

The main thrust to date has been in (Insert location here) where we have
established various contacts and exploring a range of project with very high
potential. We are also in the early negotiation stage of operating in China.

It is the intention to list the company on the ASX at an IPO price of AU$0.50 at a
date to be determined.

The attached appendix gives a synopsis of current ventures and illustrates the
potential for our anticipated growth.

2.2    (Insert name here)Ltd

(Insert name here)Ltd has developed a number of strategies ranging in complexity
for different environments. Its main strategy is to develop mining opportunities on a
global basis. (Insert name here) is putting together a portfolio of impressive projects
with its current focus on (insert activities here).
(Insert name here) intends to exploit these opportunities as soon as is practical to be
of benefit to shareholders. (Insert Name here) has signed a (Insert largest / most
important contract here)

(Describe your business here)

2.3     Management / Key Executives

(Insert name ) (Age)
(Insert relevant CV i.e. experience, past employment etc)

(Insert name ) (Age)
(Insert relevant CV i.e. experience, past employment etc)


Advisers:                 RHI Capital

                          Level 5, 203-233

                          New South Head Rd

                          Edgecliff 2027 Australia

                          Offices in Australia, USA, UK and China

                          Tel: +(61) 2 8001 6179

                          Contact: Richard Hayes


2.4     Historical Performance of Group

         The Company has been established as a mining, mineral exploration and
         mineral marketing and investment company, employing a Venture Capitalist‟s
         business model to identify, invest in and develop and market both base and
         precious metals mining opportunities, in Southeast Asia (Thailand,
         Cambodia, Laos, Vietnam and, later, Myanmar).

         The Company‟s primary objectives are to generate cash flows and profits
         along with sustained growth, regular dividends and capital growth.

         (Insert company name here) seeks to offer its Shareholders the opportunity
         to benefit from a diverse range of (Insert projects here) ventures, projects
         and commodities located within Southeast Asia.

         The company may also contract to buy, hold and sell and market (Insert
         products here) directly for its own account or on behalf of other companies
         and corporate persons.

The Company has recently been incorporated and has not traded prior to the date of
this Information Memorandum. The Management propose to conduct the business of
exploiting the concept through the Company and to provide the Company with the
benefit of the know-how relating to the concept. This will include the transfer of the
intellectual property rights relating to the concept into the Company. The intellectual
property rights and currently held leases will be registered in the name of the
Company prior to the close of the offer under this Information Memorandum. The
Management have valued the intellectual property rights, contacts they have
developed for exploitation of the concepts and expenses incurred by them in
connection with developing the concept, establishing the Company and preparing
this Information Memorandum at $30,000.00

2.5     Growth Strategies

(Insert name here) Ltd‟s growth strategy is centred on its mission in product
development as it expands through both international and domestic growth. In
support of this focus, the Company has identified the following target areas for

       Expansion of scope to encompass more of the activities supporting

       Expansion of global operations

       Initiation of benchmarked, development and production facilities

       Expanding (Insert name here)Ltd ‟s exploration and production activities

         The Company is currently evaluating more than XX projects in (Insert
         location(s)) which are at various stages of development. Some are in
         production, already having positive cash-flow and are seeking to expand.
         Some are relatively Greenfield opportunities.

         The Company has signed a number of MOU‟s (Memorandum of
         Understanding) for the purpose of (Insert Reason here)

         The Company, acting as broker or marketing agent, is already in contact with
         and is negotiating contracts with (Insert potential customers here) in China,
         India, Russia, Malaysia and the Middle East with a view to assessing and
         supplying their needs as well as establishing customer relationships for
         (Insert business details here) companies and projects the Company, may
         invest in or develop.

The Directors believe that the status of the Company as a publicly traded exploration
company will enable it to obtain favourable terms in negotiating, attracting and
developing acquisitions and exploration opportunities as well as attracting suitable
joint venture and project financing partners to further develop these opportunities.

The Company‟s business model has four complementary components:

        a) to find low cost easy to develop projects and joint- venture with smaller
           regional companies or spin these projects off into “free standing
           independent” operations to maximize cash-flows and profits,

        b) to acquire wholly or acquire a participating interest in producing or
           previously producing projects that should be easy to bring back into
           production at low cost,

        c) to outline world-class (Insert projects here) and partner with global
           (Insert type of company here)

        d) to act as a broker or marketing agent for other mining companies.

 The Directors, together with the Group‟s joint venture partner, (Insert name here)
Thailand have identified targets considered to have the potential, when invested in,
acquired or explored, to generate significant equity value for the Company‟s
shareholders in both the short and medium terms. Moreover, the Directors will take
all reasonable steps to ensure that the resulting equity value is reflected in the
Company‟s share price.

The Directors intend to fund such acquisitions or investments in phases, based
upon obtaining positive and encouraging results at each stage using a flexible
mixture of cash, equity, joint-venturing, revenue and royalty sharing and/or debt.

The Directors intend to actively monitor any investments, joint ventures, acquisitions
and development programs.

The Directors believe that their collective experience in private and public company
financing and structuring transactions for natural resource companies, both unquoted
and publicly traded and their experience as financial advisors to small and medium
sized companies as well as their general corporate and financial management
experience will assist them in the identification and evaluation of targets for the

At present the Directors have begun the due diligence process on several of the
Other Opportunities noted in this document but no commitments have been entered

Initial due diligence on any opportunities will be carried out by the Directors and the
Company‟s joint venture partner, (insert name here) who may in addition
commission third party due diligence as appropriate including the preparation of
Competent Person‟s Reports etc. Any third parties will be carefully chosen based
upon their relevant experience and acceptability to the relevant Stock Exchange

The Company will keep corporate overheads to a minimum and the Directors will not
draw any remuneration from the Company until a substantial investment or
acquisition has been made.

The Directors expect to recruit additional board members in due course, who would
also not draw any remuneration from the Company until such time as a transaction
has been completed.

The net proceeds of the ASX IPO Offering will be utilised to fund the review of
suitable mining acquisitions and opportunities, additional properties for mining,
obtain mining exploration permits and licenses, conduct preliminary exploration of
and fund the preparation of due diligence on the licensed and acquired properties
and potential acquisitions and to provide working capital and fund treasury

2.6     Dividend Policy

The Board proposes to invest profit in the Company to fund product development
and expansion of the Company‟s mining lease holdings. Accordingly, the
management do not expect to pay a dividend to its shareholders for at least the first

The timing and amount of future dividend payments, if any, will be recommended by
the Board and will depend on (Insert name here)Ltd‟s future earnings, cash flows,

working capital requirements as well as investments and such other factors as the
Board considers relevant.

It is (Insert name here)Ltd strategy to grow organically with satisfactory profit
margins. The proceeds from the Information Memorandum and future proceeds from
the operating activities are expected to be utilised for this strategy. Therefore it is
(Insert name here)Ltd‟s intention to create "Shareholder Value" by growing the future
earnings potential and by that way increase the share price.


3.1        Share Capital

As at the date of this Information Memorandum, the Company had 100,000,000
Shares on issue at an issue price of $0.50 each representing an issued share capital
of $50,000,000.

To date the Company has issued 11,000,000 shares for Seed Capital and
consultancies and has agreed to issue up to 250,000 shares to Introducers
responsible for applications submitted under this Information Memorandum.
A table setting out the capital structure of the Company as expected on completion
of the Issue and the future IPO is set out below:

Shares                                             Number                                      %

Existing Shares                                         11,000,000                             11.0
New Shares                                              25,000,000                             50.0
Pre-Seed Capital #1                                         750,000                                0.75

IPO shares                                              63,000,000                             63.0
Shares to Introducers (2)                                  250,000                                 0.25
Total issued Shares                                     100,000,000                        100.00
      Assumes that investors apply for the full allocation under this Information Memorandum
  Assumes that the Introducers are responsible for all applications submitted under this Information

The Company intends to introduce incentive share plans for Management,
executives and employees in accordance with market standards following
completion of the Issue, which will result in the issue up to 15,000,000 Shares to the
Management, executives, and employees of the Company.

The company intends to introduce 50 million options exercisable at 75c up to 3 years
after listing.

3.2     Objectives

The Management believe that the funds raised under this Information Memorandum
will provide the Company with sufficient working capital to enable the Company to
develop the Product, secure sizable contracts and establish the Company as a
credible participant in the mining exploration field.

The Management will pursue a listing of the Company on the ASX through an initial
public offering of its shares or a sale of the Company as a going concern to a
company listed on the ASX in consideration for the issue of a parcel of shares in the
listed company to the holders of Shares in the Company. A forward looking objective
is to obtain dual listing with the American NASDAQ and London AIM exchanges.

3.3    Use of Proceeds

The proceeds of this offering will primarily be used to purchase the leases and the
development applications required to utilise the properties. The fund-raising will
enable the Company to; bring the second property into production, by improving road
access and to purchase and install a second crushing plant to increase production
as well as to: extend the known reserves of manganese (estimated to be in the 3-5
million tonne range) carry out due diligence on other potential acquisitions and
investments; carry out preliminary mining exploration programs; to fund applications
for exploration licenses; and fund due diligence on properties believed to have
commercial potential; and to provide working capital for the Company‟s operations in
line with its exploration, joint venturing and treasury operations.

3.4 Financial Forecast

Please note that no figures are included concerning development at this stage but it
is anticipated that this will generate substantial positive cash flow within the first two
years. These forecasts refer to joint venture activities only.


4.1      How to Apply for New Shares

Complete the application form in accordance with the instructions set out in the form.
Completed application forms together with a cheque or bank in Australian currency
for the amount shown on the form must be forwarded to reach, RHI Capital Level 5
203-233 New South Head Rd Edgecliff no later than 5:00pm EST on (Insert date).
Except as required by the Corporations Act, application forms may not be withdrawn
by an applicant after delivery in accordance with this Information Memorandum.

By lodging an application form in respect of the offer contained in this Information
Memorandum, each applicant declares and warrants to the Company that it is a
person, or that the applicant‟s situation is, listed in Section 708 of the Corporations

4.2      Special conditions

The Company has no special conditions or priority allocations

4.3      Payment

The completed application form must be accompanied by payment in full at the rate
of $0.20 per New Share for which you apply. Cheques or bank drafts must be made
payable to RHI Capital Trust a/c and crossed “not negotiable”. Receipts for
payments will not be issued. Payment will only be accepted in Australian currency
and as follows:

     bank drawn on and payable at any Australian bank; or

     cheque drawn on and payable at any Australian bank.

The Company will deposit all amounts received by it under this Information
Memorandum in a special purpose account established with (My Bank), Sydney
NSW until close of the issue and its issue of the New Shares.

4.4      Enquiries

If you have any questions in relation to this Information Memorandum, please
contact Richard Hayes +(61) 2 8001 6179 or +(61) 0414 618 425

email enquiries

4.5      Allotment

The New Shares are expected to be allotted and certificates despatched by 15th May

The Company undertakes that it will, within 2 weeks of the receipt of

subscription money, issue to each subscriber a document acknowledging

receipt of the subscription money received from that subscriber and

incorporating by reference the conditions of issue of the New Shares. The

document will not be evidence of title to the New Shares referred to in it

and is not required to be produced to effect transfers of the New Shares.


The operating results and profitability of the Company are sensitive to a number of
factors including the imposition of additional taxes or duties, the ability to attract,
retain and rely on suitably qualified personnel and key personnel, industrial action
undertaken by employees or contractors, dependence on key suppliers, vendors and
partners, any downturn in demand for products and services of the Company,
increased competition, implementation and management of growth, changes in
interest rates, pace of technological change and any inability of the Company to
obtain future funding (if required).

If you are in doubt as to the course you should follow, you should seek advice on the
matters contained in this Information Memorandum from a stockbroker, solicitor,
accountant or other professional adviser immediately.           Follow carefully the
instructions on the accompanying application form regarding your application.

The potential tax effects relating to the Issue will vary between investors. Investors
are urged to consider the possible tax consequences of participating in the Issue by
consulting a professional tax adviser.


6.1      Rights attaching to New Shares

The New Shares will be fully paid Shares. There will be no liability on the part of
Shareholders for any calls and the New Shares will rank pari passu with Shares
currently on issue. Detailed provisions relating to the rights attaching to the Shares
are set out in the Company‟s constitution and the Corporations Act. A copy of the
constitution can be inspected during office hours at the registered office of the

The detailed provisions relating to the rights attaching to the Shares under the
Company‟s constitution and the Corporations Act are summarised below.


At a general meeting, every Shareholder present in person or by proxy, attorney or
representative has one vote on a show of hands and on a poll, one vote for each
fully paid Share held.

General Meeting

Each Shareholder is entitled to receive notice of and to attend and vote at general
meetings of the Company and to receive all financial statements, notices and other
documents required to be sent to members under the constitution and the
Corporations Act.


The Management may determine from time to time to distribute profits of the
Company by way of dividend. Subject to any special terms and conditions of issue
of the Shares, such dividends are payable in proportion to the amounts paid or
credited as paid during any portion of the period in respect of which the dividend is


A Shareholder may transfer all or any of the Shares by a transfer document in any
form approved by the Management. The Management may decline to register a
transfer of Shares.

Issue of Further Shares

Subject to the constitution and the Corporations Act, the Management may issue or
grant shares or options over shares in and other securities of the Company on such
terms and conditions as the Management determine.

Variation of Rights

The rights, privileges and restrictions attaching to the Shares or to any other class of
share can only be altered with the approval of a resolution passed at a separate
general meeting of the holders of the class of share concerned by three-quarters
majority of those holders, who, being entitled to do so, vote at that meeting or with
the written consent of the holders of at least three-quarters of the shares of that class
on issue.

Winding Up

If the Company is wound up, the liquidator may, with the sanction of the special
resolution, distribute the assets of the Company as the liquidator determines
between the Shareholders.

6.2     Other Contracts

The Management of the Company have offered, approved and executed an
employment contract for (Insert name here)Ltd with (Insert name(s) here)

6.3     Legal Proceedings

The Company is not and has not been, during the 12 months preceding the date of
this Information Memorandum, involved in any legal or arbitration proceedings. As
far as the Management are aware, no such proceedings are threatened against the

6.4    Options

The Company does not have any options on issue at the date of this Information
Memorandum. It is intended to issue 50,000,000 options exercisable within three
years of IPO at a strike price of 75c distributed as follows:-

Vendors and investors 1 free option for 2 shares held……18,500,000

IPO investors loyalty option at 1c for 2 shares held……….31,500,000

6.5     Expenses of the Issue

Expenses of the Issue, including management fees, printing costs and legal costs
are estimated to be approximately $30,000.

6.6     Minimum Subscription

The minimum subscription for the Issue is $5,000,000 being subscription moneys for
25,000,000 Shares and 12,500,000 options. The right to issue more shares under
this information memorandum remains with the management.

6.7     Individual Subscriptions

The minimum subscription for investors is $2,000.00 being for 10,000 shares and
5,000 options.

6.8     Consent and Responsibility Statements

Each director has given and before issue of this Information Memorandum has not
withdrawn his consent to be named as Management of the Company.


In this Information Memorandum:

“ASIC” means the Australian Securities & Investments Commission;

“Associate” has the same meaning as in the Corporations Act;

“ASX” means Australian Stock Exchange Limited;

“Business Day” means a day, other than a Saturday or Sunday, on which banks
are open for general banking business in Sydney;

“Company” means (Insert name here)Ltd

“Management” or “Board” means the Management of the Company;

“Dollars” and “$” and “A$” means the lawful currency from time to time of

 “Issue” means the issue of 25,000,000 New Shares and 12,500,000 options under
this Information Memorandum;

“Information Memorandum” means this Information Memorandum as modified or
varied by any supplementary information memorandum issued by the Company from
time to time;

“New Shares” means the Shares offered under this Information Memorandum;

“Shareholder” means a holder of Shares from time to time; and

“Shares” means fully paid ordinary shares in the capital of the Company.

Dated:           (Insert date here)

This Information Memorandum has been signed by or on behalf of the Management
of (Insert name here)Ltd




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The Directors
(Insert name here)Ltd
 (The „Company‟)

The person named below (the “Applicant”) applies for the number of ordinary shares in the

Company (the “Shares”) set out below at an issue price of no consideration.

The Applicant agrees to be bound by the constitution of the Company.

The Applicant acknowledges as follows.

(a)     A prospectus or other disclosure document is not required to be lodged with the
Australian Securities and Investments Commission under the Corporations Act 2001
in respect of any offer or invitation to the Applicant for the issue of the Shares to the

(b)      Neither the Company nor any other person makes, or has made, any representation or
warranty to the Applicant in respect of the Company, its business, assets, liabilities,
financial position, profits, losses or prospects, or the value of the Shares.

(c)     An investment in the Shares is speculative.

(d)      Neither the Company nor any of its directors, officers, employees or any other person will
be liable to the Applicant in contract, in tort, for negligence or otherwise for any loss or
damage arising as a result of the investment by the Applicant in the Shares (except to the
extent that any statutory liability cannot be excluded).

(e)      The Shares will not be issued by the Company for the purpose of the Applicant selling or
transferring any of them or granting, issuing or transferring interests in, or options or
warrants over, any of them.

(f)     The Shares will not be listed for quotation on Australian Stock Exchange Limited (“ASX”).
However, if the Company applies to be admitted to the official list of ASX, all or some of
the Shares may be subject to restrictions on transfer on terms determined by ASX. The
Applicant agrees to enter into any restriction agreement required by ASX in relation to the

Name of Applicant:

ABN/ACN/ARBN (if applicable):

Address of Applicant:

Number of shares applied for: ……………… in the Company and …………… options in the
company for consideration of $......................

Date: …………………

Signature Applicant………………………….

LETTER OF CONFIRMATION                                  REF:(Insert date here)

RHI Capital
Attn: Richard Hayes
Level 5, 203-233
New South Head Rd
Edgecliff 2027

Fax: 02 9327 4908

Dear Sirs,

(Insert name here)Ltd. – Offer of shares in Excluded Offer Placement of up
to 25 million shares at $0.20 per share to raise $5,000,000.

We have pleasure in acknowledging receipt of your letter dated (insert date
here) and in confirming:

    1.       Our compliance under Section 708(8) of the Corporations Act as a Sophisticated
    2.       That we have not been given a disclosure Document relating to this Offer
    3.       Our acceptance of the terms of this Offer
    4.       Our acceptance of the allocation of Placement Shares in respect of the number of
             Shares set out above.

Yours Faithfully

Signed            ________________________________________________

Name             _________________________________________________

Company          _________________________________________________

Date             _________________________________________________


Subject to the terms and conditions of this offer, RHI Capital is pleased to offer
you up to ------------------ shares and ----------------options at $0.20 per share to a
value of $-----------------.

If you agree to the terms of this offer and wish to take up this offer, please:-

    1. Sign and fax back the attached confirmation
    2. Complete and fax back the attached application
    3. Remit the associated funds as an EFT to the following account

Account Name:




Account Number

Alternatively post forms and cheque, made payable to RHI Capital Trust a/c to:

RHI Capital
PO Box 12


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