21st Aug 2007 07:00
Dwyka Resources Limited21 August 2007 DWYKA RESOURCES LIMITED ACN 060 938 552 NOTICE OF GENERAL MEETING and EXPLANATORY MEMORANDUM Date of Meeting: 20 September 2007 Time of Meeting: 10.00 am WST Place of Meeting: 98 Colin Street, West Perth, Western Australia This Notice of General Meeting and Explanatory Memorandum should be read intheir entirety. If shareholders are in doubt as to how they should vote, theyshould seek advice from their accountant, solicitor or other professionaladviser prior to voting. DWYKA RESOURCES LIMITED ACN 060 938 552 NOTICE OF GENERAL MEETING Notice is hereby given that a general meeting of shareholders of Dwyka ResourcesLimited ACN 060 938 552 ("Company") will be held at 98 Colin Street, WestPerth, Western Australia at 10.00am (WST) on 20 September 2007. The Explanatory Memorandum which accompanies and forms part of this Notice ofMeeting describes the various matters to be considered and contains a glossaryof defined terms for terms that are not defined in full in this Notice ofMeeting. RESOLUTIONS 1. Disposal of diamond and industrial assets and acquisition of an interest inKimCor Diamonds plc To consider, and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of Listing Rule 11.1.2 and all other purposes, theshareholders hereby approve and agree to: (a) the proposed disposal of all of the Company's diamond andindustrial assets to KimCor Diamonds plc ("KimCor"), through the acquisition byKimCor of all of the issued shares in DDHL, a wholly owned subsidiary of theCompany, in consideration for the issue to Dwyka of 134,383,718 new ordinaryshares in KimCor, representing approximately 67% of the total issued shares inKimCor ("Proposed Transaction"); and (b) the proposed change to the Company's activities that result fromthe Proposed Transaction as described in the Explanatory Memorandum." The Company will disregard any votes cast on this resolution by any person whomight obtain a benefit except a benefit solely in the capacity of a holder ofordinary shares if this resolution is passed or by an associate of such persons.However, a person can vote if the vote is cast as proxy for a person who isentitled to vote, in accordance with the directions on the proxy form, or it iscast by the person chairing the meeting as proxy for a person who is entitled tovote, in accordance with a direction on the proxy form to vote as the proxydecides. 2. Ratification of issue of Shares to Savinara Company SA To consider, and if thought fit, to pass, with or without amendments, thefollowing resolution as an ordinary resolution: "That, for the purposes of Listing Rule 7.4 and for all other purposes, theshareholders of the Company hereby ratify the issue of 3,962,757 Shares toSavinara Company SA on 20 July 2007 in consideration for the acquisition ofshares of 50% in Swazi Gold Ventures (Pty) Ltd representing 50% of the issuedshare capital of Swazi Gold Ventures (Pty) Ltd, on the terms and conditionscontained in the Explanatory Memorandum." The Company will disregard any votes cast on this resolution by Savinara CompanySA and an associate of Savinara Company SA. However, a person can vote if thevote is cast as proxy for a person who is entitled to vote, in accordance withthe directions on the proxy form, or it is cast by the person chairing themeeting as proxy for a person who is entitled to vote, in accordance with adirection on the proxy form to vote as the proxy decides. 3. Approval of grant of Options to I Tell AG To consider, and if thought fit, to pass, with or without amendments, thefollowing resolution as an ordinary resolution: "That, for the purposes of Listing Rule 7.1 and for all other purposes, theshareholders of the Company hereby approve and authorise the grant of up to200,000 Options to I Tell AG, each exercisable on or before 30 June 2008 at anexercise price of $0.95, on the terms and conditions contained in theExplanatory Memorandum, and to allot and issue up to 200,000 Shares on the validexercise of those Options." The Company will disregard any votes cast on this resolution by I Tell AG andany other person who might obtain a benefit if this resolution is passed or byan associate of I Tel. However, a person can vote if the vote is cast as proxyfor a person who is entitled to vote, in accordance with the directions on theproxy form, or it is cast by the person chairing the meeting as proxy for aperson who is entitled to vote, in accordance with a direction on the proxy formto vote as the proxy decides. 4. Approval of grant of Options to Nicholas John Bias To consider, and if thought fit, to pass, with or without amendments, thefollowing resolution as an ordinary resolution: "That, for the purposes of Listing Rule 7.1 and for all other purposes, theshareholders of the Company hereby approve and authorise the grant of up to250,000 Options to Nicholas John Bias, each exercisable on or before 30 June2009 at an exercise price of $0.95, on the terms and conditions contained in theExplanatory Memorandum, and to allot and issue up to 250,000 Shares on the validexercise of those Options." The Company will disregard any votes cast on this resolution by Nicholas JohnBias and any other person who might obtain a benefit if this resolution ispassed or by an associate of Nicholas John Bias. However, a person can vote ifthe vote is cast as proxy for a person who is entitled to vote, in accordancewith the directions on the proxy form, or it is cast by the person chairing themeeting as proxy for a person who is entitled to vote, in accordance with adirection on the proxy form to vote as the proxy decides. 5. Approval of grant of Options to Montagu Stockbrokers Pty Ltd To consider, and if thought fit, to pass, with or without amendments, thefollowing resolution as an ordinary resolution: "That, for the purposes of Listing Rule 7.1 and for all other purposes, theshareholders of the Company hereby approve and authorise the grant of up to500,000 Options to Montagu Stockbrokers Pty Ltd each exercisable on or before 30June 2010 at an exercise price of $0.31, on the terms and conditions containedin the Explanatory Memorandum, and to allot and issue up to 500,000 Shares onthe valid exercise of those Options." The Company will disregard any votes cast on this resolution by MontaguStockbrokers Pty Ltd and any other person who might obtain a benefit if thisresolution is passed or by an associate of Montagu Stockbrokers Pty Ltd.However, a person can vote if the vote is cast as proxy for a person who isentitled to vote, in accordance with the directions on the proxy form, or it iscast by the person chairing the meeting as proxy for a person who is entitled tovote, in accordance with a direction on the proxy form to vote as the proxydecides. 6. Ratification of issue of Shares to Acorn Mining (Pty) Ltd and Acorn FinancialInstruments (Pty) Ltd To consider, and if thought fit, to pass, with or without amendments, thefollowing resolution as an ordinary resolution: "That, for the purposes of Listing Rule 7.4 and for all other purposes, theshareholders of the Company hereby approve and ratify the issue of 268,535Shares to Acorn Mining (Pty) Ltd on 6 August 2007 and 480,865 Shares to AcornFinancial Instruments (Pty) Ltd on 6 August 2007 on the terms and conditionscontained in the Explanatory Memorandum." The Company will disregard any votes cast on this resolution by Acorn Mining(Pty) Ltd and Acorn Financial Instruments (Pty) Ltd and an associate of AcornMining (Pty) Ltd and Acorn Financial Instruments (Pty) Ltd. However, a personcan vote if the vote is cast as proxy for a person who is entitled to vote, inaccordance with the directions on the proxy form, or it is cast by the personchairing the meeting as proxy for a person who is entitled to vote, inaccordance with a direction on the proxy form to vote as the proxy decides. 7. Ratification of issue of Shares to Capital Frontiers LLC To consider, and if thought fit, to pass, with or without amendments, thefollowing resolution as an ordinary resolution: "That, for the purposes of Listing Rule 7.4 and for all other purposes, theshareholders of the Company hereby approve and ratify the issue of up to1,600,000 Shares to Capital Frontiers LLC on 6 August 2007, on the terms andconditions contained in the Explanatory Memorandum." The Company will disregard any votes cast on this resolution by CapitalFrontiers LLC and an associate of Capital Frontiers LLC. However, a person canvote if the vote is cast as proxy for a person who is entitled to vote, inaccordance with the directions on the proxy form, or it is cast by the personchairing the meeting as proxy for a person who is entitled to vote, inaccordance with a direction on the proxy form to vote as the proxy decides. BY ORDER OF THE BOARD Mike Langoulant Company Secretary DATED: 16 August 2007 PROXY AND VOTING ENTITLEMENT INSTRUCTIONS PROXY INSTRUCTIONS Shareholders are entitled to appoint up to two individuals or bodies corporateto act as proxies to attend and vote on their behalf. Where more than one proxyis appointed each proxy may be appointed to represent a specific proportion ofthe shareholder's voting rights. If the appointment does not specify theproportion or number of votes each proxy may exercise, each proxy may exercisehalf of the votes. The proxy form (and the power of attorney or other authority, if any, underwhich the proxy form is signed) or a copy or facsimile which appears on its faceto be an authentic copy of the proxy form (and the power of attorney or otherauthority) must be deposited at or sent by facsimile transmission to theCompany's office, 98 Colin Street, West Perth WA 6005, +61 8 9324 2977, not lessthan 48 hours before the time for holding the Meeting, or adjourned meeting asthe case may be, at which the individual or body corporate named in the proxyform proposes to vote. The proxy form must be signed by the shareholder or his/her attorney dulyauthorised in writing or, if the shareholder is a corporation, in a mannerpermitted by the Corporations Act. The proxy may, but need not, be a shareholder of the Company. In the case of shares jointly held by two or more persons, all joint holdersmust sign the proxy form. A proxy form is attached to this Notice. VOTING ENTITLEMENT For the purposes of determining voting entitlements at the Meeting, shares willbe taken to be held by the persons who are registered as holding the shares at5.00 pm WST on Tuesday, 18 September 2007. Accordingly, transactions registeredafter that time will be disregarded in determining entitlements to attend andvote at the Meeting. DWYKA RESOURCES LIMITED ACN 060 938 552 PROXY FORMDwyka Resources Limited, 98 Colin Street, West Perth WA 6005, Facsimile +61 8 9324 2977 I/We____________________________________________________________________________ of____________________________________________________________________________ being a shareholder/(s) of Dwyka Resources Limited ("Company") and entitled to shares in the Company hereby appoint______________________________________________________________ of____________________________________________________________________________ or failing him/her/it________________________________________________________________ of____________________________________________________________________________ or failing him/her/it the Chairman as my/our proxy to vote for me/us and on my/our behalf at the general meeting of the Company to be held at 98 Colin Street,West Perth, Western Australia at 10.00 am on 20 September 2007 and at anyadjournment thereof in respect of ________________________ of my/our shares or,failing any number being specified, ALL of my/our shares in the Company. If two proxies are appointed, the proportion of voting rights this proxy isauthorised to exercise is ( )%. (An additional proxy form will besupplied by the Company on request.) If you wish to indicate how your proxy is to vote, please tick the appropriateplaces below. If no indication is given on a resolution, the proxy may abstainor vote at his/her/its discretion. In relation to undirected proxies, the Chairman intends to vote in favour of allof the Resolutions. If you do not wish to direct your proxy how to vote, please place a mark in thebox. By marking this box, you acknowledge that the Chairman may exercise your proxyeven if he has an interest in the outcome of a resolution and votes cast by himother than as proxy holder will be disregarded because of that interest. I/we direct my/our proxy to vote as indicated overleaf: Resolution For Against Abstain 1. Disposal of diamond and industrial assets and acquisition ofan interest in KimCor o o o 2. Ratification of issue of Shares to Savinara Company SA o o o 3. Approval of grant of Options to I Tell AG o o o 4. Approval of grant of Options to Nicholas John Bias o o o 5. Approval of grant of Options to Montagu Stockbrokers Pty Ltd o o o 6. Ratification of issue of Shares to Acorn Mining (Pty) Ltd and o o o Acorn Financial Instruments (Pty) Ltd 7. Ratification of issue of Shares to Capital Frontiers LLC o o o As witness my/our hand/s this day of 2007If a natural person: If a company: SIGNED by EXECUTED by )) in accordance with its ) ) constitution )________________________________ in the presence of: __________________ ___________________________________________________ Director Director/SecretaryWitness __________________ ___________________________________________________ Name (Printed) Name (Printed)Name (Printed) If by power of attorney:SIGNED for and on behalf of ) )by ) under a )Power of Attorney dated )and who declares that he/she has not )received any revocation of such Power ofAttorney in the presence of : ________________________ __________________________Signature of Attorney Signature of Witness DWYKA RESOURCES LIMITED ACN 060 938 552 EXPLANATORY MEMORANDUM This Explanatory Memorandum has been prepared for the information ofShareholders in connection with the business to be considered at the generalmeeting of Shareholders to be held at 98 Colin Street, West Perth, WesternAustralia at 10.00am (WST) on 20 September 2007. The Explanatory Memorandum should be read in conjunction with the accompanyingNotice of Meeting. For the assistance of Shareholders, a glossary of definedterms is included at the end of the Explanatory Memorandum. Full details of the business to be considered at the General Meeting are set outbelow. 1. Resolution 1 1.1 The Proposed Transaction (a) Background Dwyka is seeking shareholder approval to transfer all of its diamond andindustrial assets to KimCor through the acquisition by KimCor of all of theshares in DDHL, a wholly owned subsidiary of the Company, which is the holdingcompany for Dwyka's diamond and industrial assets, in consideration for theissue to Dwyka of shares in KimCor representing approximately 67% of the totalissued shares in KimCor following the acquisition. The Proposed Transaction is consistent with the diversification strategy beingimplemented by the Company. As announced by the Company on 17 January 2007,Dwyka has sought new growth opportunities as part of its ongoing strategy ofgrowth and diversification. Dwyka has acquired interests in both an advancednickel and an advanced gold exploration project. These acquisitions haveresulted in a significant re-rating of the Company. The Proposed Transactionwould allow the Company to focus on these projects, while retaining acontrolling interest in its existing diamond and industrial assets through theCompany's shareholding in KimCor. (b) Structure of Proposed Transaction The Proposed Transaction is to be effected by the following: - Dwyka and Kimcor have entered into a Share Purchase Agreement ("SPA") pursuantto which, subject to the satisfaction of certain conditions, KimCor will acquireall of the shares in DDHL and KimCor will issue 134,383,718 KimCor shares toDwyka. - KimCor has produced an admission document as required by the AIM Rules("Admission Document") in connection with the re-admission of its shares andwarrants to trading on AIM (such document being necessary as a result of thecategorisation of the Proposed Transaction as a reverse takeover by Dwyka ofKimCor within the meaning of the AIM Rules). - KimCor has undertaken a fundraising pursuant to which it has obtained firmcommitments from certain placees to subscribe for shares in KimCor having anaggregate value of no less than £3,500,000. - Dwyka is seeking shareholder approval of the Proposed Transaction inaccordance with this Resolution 1. - KimCor is seeking shareholder approval of the Proposed Transaction. (c)Some of the key benefits identified for Dwyka The Proposed Transaction would allow the Company to retain an indirectcontrolling interest in its existing diamond and industrial assets, in additionto gaining exposure to KimCor's existing diamond assets, and would allow Dwykato focus on its recently-acquired nickel and gold assets. Dwyka considers thatthe Proposed Transaction is a good strategic fit as KimCor, like Dwyka: - is a small diamond producer listed on AIM; - operates a diamond tailings re-treatment project and owns various diamondexploration rights projects in the Kimberley region of South Africa; and - has a developmental and investment philosophy involving each of exploration,mature projects and corporate transactional opportunities. In addition, the Company believes that the Proposed Transaction will bebeneficial in that it is expected to enable economies of scale and a reductionof production costs to be achieved across the enlarged suite of diamond assets,enable those assets to benefit from the technical and financial strengths ofKimCor's personnel and, by virtue of the consolidation of those assets withKimCor's existing diamond projects, create a mid-tier (by volume) diamondproducer with potentially greater access to capital than is currently availableto Dwyka in relation to its smaller suite of diamond assets. (d) Potential Disadvantages of the Proposed Transaction Whilst the disadvantages of the Proposed Transaction should be considered, theBoard of Directors considers the advantages of the Proposed Transactionsignificantly outweigh the disadvantages. Some of the factors the Board of Directors has considered are as follows: - diminished exposure to any potential upside from Dwyka's existing diamondassets; - increased exposure to risks associated with KimCor's diamond assets; and - general risks associated with acquiring shares in KimCor (ie risks associatedwith the performance of KimCor shares and the performance of the market ormarkets for shares generally). (e) Conditions Precedent The Proposed Transaction is subject to a number of conditions precedent beingsatisfied. As at the date of this Explanatory Memorandum, the followingconditions precedent remain outstanding: - approval of the Proposed Transaction by Shareholders; - approval of the Proposed Transaction by KimCor shareholders; - the placing agreement in relation to the proposed KimCor fundraising not beingterminated and becoming unconditional in all respects in accordance with itsterms (save for any condition relating to the allotment of the relevant KimCorshares to placees and the SPA becoming unconditional or being completed); and - admission of the shares and warrants in the enlarged KimCor to trading on AIMoccurring. 1.2 Listing Rule 11.1.2 Under Listing Rule 11.1.2, a listed company must obtain shareholder approval ifa proposed transaction is likely to result in a significant change to the natureor scale of the company's activities. 1.3 Information on KimCor KimCor is a company incorporated in the UK and listed on AIM. KimCor is anintegrated diamond mining and exploration company. At present, KimCor has 67,191,859 ordinary shares quoted on AIM and has granteda total of approximately 10,326,667 warrants, each convertible into 1 share,exercisable on or before 15 March 2008. KimCor has diamond tailings recoveries and diamond exploration propertieslocated around Kimberly in South Africa. Details of its two main projects,Bellsbank and Koffiefontein (as summarised in the Admission Document) are setout below. (a) Bellsbank project Bellsbank is a tailings operation situated on the site of the disused Bellsbankmine, some 60km north north west of Kimberley. Following its acquisition ofBellsbank in August 2005, KimCor commenced construction of a high capacitytailings treatment plant, which was commissioned in late 2006. The Competent Person's Report contained in the Admission Document states thatthe level of indicated and inferred resources at the Bellsbank lease area areestimated to be as follows:Type Classification Tonnage Grade (million) (cpht)Tailings Indicated Resource 3.0 4.3Tailings Inferred Resource 0.8 4.3Total 3.8 4.3 (b) Koffiefontein project The Koffiefontein project is a diamond exploration programme situated 50 kmsouth east of Kimberley and approximately 20 km to the north east of thehistorical Koffiefontein mine. It covers 18 farms totalling approximately10,000 ha situated in the Jacobsdal, Petrusburg and Koffiefontein magisterialdistricts. Apart from one known kimberlite pipe, all three prospecting areas representprospects which are at an early stage of exploration. As stated in the Admission Document, recent drilling on the kimberlite pipe inthe presence of KimCor's geologist produced a concentrate displaying purple G10garnets, chrome diopside and phlogopite, which are considered to berepresentative of some of the same kimberlite source as the concentrates onwhich original analyses were conducted. 1.4 Information on Dwyka's Diamond and Industrial Assets Dwyka presently operates the following businesses and projects which would, as aconsequence of the sale by Dwyka of all of the issued shares in DDHL to KimCorin accordance with the Proposed Transaction, be acquired by KimCor: (a) Underground kimberlite mines - Blaauwbosch mine: a producing underground mining operation locatedapproximately 90km north east of Kimberley and consisting of a main pipe andfissures, as well as tailings resources derived from the processing ofhistorical production. - Newlands mine: an operating underground mine located approximately 60km northwest of Kimberley, being a fissure mine connecting a series of kimberlite blows,of which five are presently recognised. - New Elands mine: a dormant underground mine located on the farm New Elands 949and situated 90 km north east of Kimberley, in close proximity to Blaauwboschand sharing its geological characteristics. (b) SMI4 tailings processing plant The SMI4 project is located on the outskirts of Kimberley and comprises a modernprocessing plant constructed to process up to 80,000tpm of tailing materialprovided under the terms of an agreement with De Beers. Production levels atthe plant are currently being ramped down and will eventually stop pendingrenegotiation of arrangements with De Beers and necessary plant upgrades toincrease tonnages. (c) Nooitgedacht alluvial mine The Nooitgedacht alluvial mine is located approximately 15km north west ofKimberley, covering 4,671ha which has frontage along approximately 6km of thediamondiferous Vaal River. No mining is currently taking place and use of theproperty is currently restricted to the operation by Dwyka of a stone crushingplant. (d) Bosele and Itobo exploration projects - Bosele: an early stage exploration project located 30 km north-west ofKimberley which covers 1135ha contiguous with the Messina - Dancarl diamondmines which exploit the Bobbejaan fissure. Drilling at Bosele has intersectedthe same Bobbejaan fissure. - Itobo: an exploration joint venture with De Beers, comprising twodiamondiferous kimberlites (Mahene and Itanana) located in the Nzega District ofTanzania. (e) Industrial division The industrial division is comprised of four separate but interlinked businessesas follows: - De Hoop, comprising a mining permit with scope to produce sand and gravel; - Nooitgedacht, producing sand and gravel as a by product of diamond mining; - Biz Afrika, producing bricks and paving blocks; and - Supermix, producing ready mix concrete. 1.5 Information on Dwyka's Non-diamond Assets Dwyka has recently acquired interests in the following non-diamond projects,which would be retained following implementation of the Proposed Transaction andwhich would constitute the focus of the Company's operations going forward: (a) Muremera Nickel project The Muremera nickel project ("Muremera Project") is located in Burundi, within2km of the Kabanga project, the world's largest undeveloped nickel sulphidedeposit. Danyland Limited ("Danyland"), a wholly-owned subsidiary of Dwyka, isthe holder of the Muremera Project. Pursuant to an Earn-in and ShareholdersAgreement dated 23 February 2007 ("Muremera Agreement") BHP Billiton has agreedto sole fund the development of the Muremera Project through to pre-feasibility,in consideration of acquiring an interest of up to 50% in Danyland. The Kabanga deposit, which is located immediately across the border in Tanzania,was discovered by geophysical prospecting, by the United Nations DevelopmentProgramme ("UNDP"), in 1976. Further UNDP surveys in 1978 resulted in thediscovery of the prospective Muremera deposits on the Burundi side of theborder. The anomalies have identical characteristics and follow-up work by theUNDP has confirmed that massive sulphide bodies, with nickel mineralisation, arethe source of the anomalies. Extensive geophysics and geochemical surveys havedelineated numerous targets, however there has been insufficient drilling todate to establish a JORC compliant resource. Detailed logging and sampling of the UNDP core has now been undertaken. Twelvedrillholes were logged, sampled and petrographicaly analysed. Geostatisticalanalyses revealed a high correlation coefficient between the UNDP results andthe new results allowing for the combined use of the two data sets ingeochemical studies of the deposit. The petrographic analysis has found thatpentlandite and chalcopyrite (the minerals of Ni and Cu respectively) arepresent in most cases, though often fine grained. Early observations are thatsimilarities to Kabanga exist at Muremera. (b) Swazigold Gold project The Swazigold project ("Swazi Project") is located in the highly prospectiveArchaean Barberton Greenstone Belt straddling the border between Swaziland andMpumalanga province in South Africa. Pursuant to a Shareholders and Earn-inAgreement dated 16 July 2007 ("Swazi Agreement"), Karrinyup Holdings Limited ("Karrinyup"), a wholly-owned subsidiary of the Company, is the holder of a 50%interest in Swazi Gold Ventures (Pty) Ltd ("SGV"), which holds 90% of the sharesin Swaziland Gold (Pty) Ltd, the owner of the Swazi Project. Under the terms ofthe Swazi Agreement, Karrinyup has the ability to acquire up to 100% of SGV. Historical work on the Swazi Project includes geochemistry, geological mapping,and 13 600 metres of drilling. The majority of this work was carried out by RioTinto and JCI between 1991 and 1997. Gold mineralization in the Barberton Greenstone Belt is closely associated withthrust-sense shear zones that juxtapose strata of different stratigraphicGroups. Following a review of the historical data, Dwyka considers that thefollowing four prospects have immediate 'step up and drill' potential:- - Daisy - Wyldsdale/Lomati - Kobolondo - Lufafa (i) Daisy The Daisy deposit is hosted by a steeply dipping shear at the contact betweenamphibolite and talc schists. Gold occurs in a 1 to 3 m widequartz-carbonate-sulphide schist with a strike length of at least 700 m. Three target areas termed Zone 1, Zone 2, and Zone 3, have been identified here.Promising gold grades have been returned from JCI and Rio Tinto's drilling onall zones as follows:- Zone 1 25.8g/t over 1.6m 19.1g/t over 1.3m 8.9g/t over 1.5m 5.3g/t over 0.8m 7.8g/ t over 1.2mZone 2 7.2g/t over 1.5m 5.1g/t over 2.0mZone 3 5.0g/t over 0.9m 4.5g/t over 0.9m The Company believes that the Daisy project has immediate potential to prove upa small to medium tonnage high grade underground gold mine and will be a primetarget for immediate drilling by Dwyka. (ii) Wyldsdale/Lomati Previous drilling by Rio Tinto and JCI returned some encouraging results asfollows:- BH-80/1 6.9g/t over 1m 39.7g/t over 1m 10.5g/t over 1m 3.1g/t over 1m 38.4g/t over 1mBH-80/3 4.8g/t over 2m 3.5g/t over 2m 13.6g/t over 2mBH-WP/27 9.6g/t over 1m Mineralisation at Wyldsdale/Lomati is associated with a steeply dipping, highlysheared contact, between Barberton Supergroup supracrustals and a granitoidintrusion. Gold mineralization is typically hosted by black quartz veins whichoccur throughout the granite intrusion. The gold is characterised by thepresence of course gold (50um - 1500um). The previous drilling indicates severalhigh grade intersections that might be amenable to underground mining. This isa step up drill target and Dwyka will carry out follow up drilling as apriority. (iii) Kobolondo Two targets have been identified by Dwyka here, simply termed the southern andnorthern targets. Three holes drilled by Rio Tinto in the southern targetreturned the following grades:- BH-11 4.3g/t over 4m 17.4g/t over 2mBH-2 2.3g/t over 3mBH-3 10.9g/t over 2m The southern target comprises a series of steeply dipping and sub-parallelquartz-sericite alteration zones (shear zones) with coincident anomalous soilgeochemistry. The Board considers that the southern target has immediate drillpotential and this will be carried out by Dwyka as a priority. The northern target has had little work performed on it to date but one holereturned 0.5g/t over 13m indicating good potential for gold mineralization.Dwyka will drill test this following work at the southern target. (iv) Lufafa Three target areas have been identified here following work by Rio Tinto andJCI. The target areas are again simply termed Lufafa North, Lufafa Cental, andLufafa South. Of immediate interest to Dwyka is Lufafa Central, where trenchingby Rio Tinto returned gold grades of 4.3g/t over 4m, 1.7g/t over 14m, and 2.7g/tover 8m. These results coincide with an area that geometrically andkinematically represents a region of relative dilation, allowing greater volumesof mineralizing fluids to pass through the rock mass. The bedrock geology at Lufafa Central comprises inter layered banded ironstone,phyllite and chert, and is considered by Dwyka to have the potential to hostseveral small to medium scale, low grade open pittable deposits as well as wide,moderate grade, steeply plunging ore shoots that may be suitable forunderground, mechanized mining. It is also noted that the level of oxidation atLufafa suggests to Dwyka that heap leaching may be an appropriate technique forlow cost extractive metallurgy, particularly for the porous banded ironformation that contains the higher grade gold mineralization. 1.6 Effect of the Proposed Transaction (a) Effect on Capital Structure The Company will not issue any securities to KimCor in connection with theProposed Transaction. Accordingly, the Proposed Transaction will not have anyeffect on the Company's capital structure. (b) Effect on board composition KimCor is not obtaining any interest in Dwyka as a result of the ProposedTransaction and, accordingly, it is not expected that any changes will be madeto the Company's board of directors as a result of the implementation of theProposed Transaction. (c)Intentions of Dwyka On 17 January 2007, the Company announced that the Board had adopted and waspursuing a new, diversified growth strategy that would see Dwyka's focus expandfrom the diamond sector to new projects across a range of minerals sectors. Inthat announcement, Dwyka also indicated that it intended to merge its diamondassets with those of another junior explorer/producer in order to create alarger diamond player and to enable Dwyka shareholders to benefit from anexposure to a broader suite of diamond assets. The Proposed Transactionrepresents the fulfilment of that intended strategy. Following implementation of the Proposed Transaction, Dwyka intends to focus onthe development of the new mineral opportunities that it has now acquired in theperiod since the date of that announcement (being the Muremera Nickel andSwazigold projects), as well as to pursue additional opportunities that theBoard believe complement Dwyka's suite of projects and have the potential toincrease shareholder value. (d) Financial Information Pro forma balance sheets as at 31 December 2006 for the Company on the basisthat the Proposed Acquisition is completed are shown below: Pro Forma Condensed Consolidated Balance Sheet as at 31 December 2006 Dwyka Resources Limited Merger of diamond and industrial assets with Kimcor Pro-forma consolidated income statement For the half-year ended 31 December 2006 Dwyka consolidated Dwyka consolidated Kimcor Dwyka/Kimcor consolidated Half-year ended Half-year ended Full-year ended Half-year ended Audit reviewed Pro-forma Audited Pro-forma 31 Dec 2006 31 Dec 2006 31 March 2007 31 Dec 2006 $'000s $'000s $'000s $'000s 3,406 3,406 487 3,893Cost of sales (4,152) (4,152) (428) (4,580)Gross profit (746) (746) 59 (687)Other income 237 237 135 372Other expenses fromordinary activitiesAAdministration (2,897) (2,897) (3,914) (6,811)Exploration written off (288) (288) - (288)Impairment of assets (1,077) (9,948) - (9,948)Impairment of goodwill (920) (920) - (920)Finance costs (293) (293) (14) (307)Other (297) (297) - (297)Loss before income tax (6,281) (15,152) (3,734) (18,886) - 1,601 38 1,639 (6,281) (13,551) (3,696) (17,247)Loss attributable to - - - (8,173)minority interestLoss attributable to (6,281) (13,551) (3,696) (9,074)members of Dwyka ResourcesLimited Pro-forma Consolidated Income Statement Assumptions Dwyka Pro-forma consolidated income statement 31 December 2006 1. Since 31 December 2006 the board of Dwyka have resolved to create animpairment provision against its diamond producing mining and exploration assetsand plant and equipment assets to the value of $8,871,000. This impairmentprovision has been taken up as at 31 December 2006. As a result an income taxbenefit has been booked to the value of $1,601,000. Kimcor 31 March 2007 audited results 1. These GBP numbers have been converted at the GBP/AUD exchange rate at 31March 2007 - 2.43. Pro-forma Consolidated Dwyka/Kimcor as at 31 December 2006 1. The Kimcor 31 March 2007 full year results were deemed to be its results forthe 6 month period ended 31 December 06. 2. Dwyka has sold its diamond and industrial assets to Kimcor in considerationof the issue of 134,383,718 Kimcor shares at GBP0.065 and the expanded Kimcorundertakes and completes a GBP3.5 million capital raising at an issue price ofGBP0.065; converted to AUD at GBP/AUD 2.485. The minority position in theexpanded group sits at 47.39%. 3. The minority interest on consolidation represents the external 47.39% Kimcorshareholders share of the loss that would have been recorded in the enlargedKimcor company for the 31 December 2006 period. Dwyka Resources Limited Merger of diamond and industrial assets with Kimcor Pro-forma Consolidated Balance Sheet 31 December 2006 Dwyka Dwyka Kimcor Dwyka/Kimcor 31 Dec 2006 31 Dec 2006 31 March 2007 31 Dec 2006 Audit reviewed Pro-forma Audited Pro-forma consolidated consolidated $'000s $'000s $'000s $'000sCash and cash equivalents 2,285 7,285 1,264 16,902Trade and other receivables 978 978 262 1,240Inventories 324 324 87 411Total Current Assets 3,587 8,587 1,613 18,553 NON-CURRENT ASSETSReceivables 57 57 17 74Other financial assets 192 192 - 192Property, plant & equipment 8,894 6,536 1,366 7,902Diamond exploration, evaluationand mining properties 8,907 2,394 4,756 7,150Non-diamond explorationproperties - 8,374 - 8,374Other 311 311 243 554Total Non-Current Assets 18,361 17,864 6,382 24,246TOTAL ASSETS 21,948 26,451 7,995 42,799 1,662 1,662 534 2,196 205 205 - 205Provisions 247 247 - 247 2,114 2,114 534 2,648 NON-CURRENT LIABILITIESBorrowings 6,615 6,615 - 6,615Deferred tax liability 1,633 1,633 1,053 2,686Provisions 306 306 - 306Total Non-Current Liabilities 8,554 8,554 1,053 9,607TOTAL LIABILITES 10,668 10,668 1,587 12,255 NET ASSETS 11,280 15,783 6,408 30,544 EQUITY Contributed equity 56,912 67,922 781 67,922Reserves 1,320 3,684 10,546 12,057Accumulated losses (46,952) (55,823) (4,954) (59,519)Total parent entity interest 11,280 15,783 6,373 20,460Minority interest - - 35 10,084 TOTAL EQUITY 11,280 15,783 6,408 30,544 Pro-forma Consolidated Balance Sheet Assumptions Pro-forma consolidated balance sheet Dwyka 31 December 2006 1. Completion of the $5million capital raising via share purchase plan andplacement. Although this was completed in March 2007 it was assumed to have beencompleted as at 31 December 2006. 2. Issue of 9,713,014 Dwyka shares at $0.40 to acquire 100% of the Burundinickel project was assumed to have occurred at 31 December 2006. Note a further6,475,343 shares are issuable subject to exploration advancement hurdles. Thisproject has been joint ventured with BHPB who are vigorously pursuingexploration of this project. The current exploration budget lodged with theBurundi government by BHPB is in excess of what is required to trigger the firstexploration advancement hurdle. As such 2,158,447 further shares at $0.40 havebeen taken up as at 31 December 2006 as a deferred consideration reserve. 3. Payment of the initial $US200,000 and issue of $US1,500,000 of Dwyka sharesto obtain 50% of the Swaziland gold project was assumed to have occurred at 31December 2006. Note further payments and share issues are required to increaseDwyka's interest from 50% to 100% of this project. The initial $US750,000exploration expenditure to trigger an increase in Dwyka's interest to 70% hasbeen committed and will be expended in the next 12 months. Thus a furtherpurchase consideration of $US200,000 and $US1,00,000 in Dwyka shares has beentaken up as deferred consideration as at 31 December 2006. These $US amountshave been converted to AUD at $0.80 USD/AUD exchange rate. 4. Since 31 December 2006 the board of Dwyka have resolved to create animpairment provision against its diamond producing mining and exploration assetsand plant and equipment assets to the value of $8,871,000. This impairmentprovision has been taken up as at 31 December 2006. As a result an income taxbenefit has been booked to the value of $1,601,000. Kimcor 31 March 2007 audited balance sheet 1. Kimcor's audited balance sheet as at 31 March 2007 has been converted at theGBP/AUD exchange rate at 31 March 2007 - 2.43. Pro-forma consolidated Dwyka/Kimcor as at 31 December 2006 1. Dwyka sells its diamond and industrial assets to Kimcor in consideration ofthe issue of 134,383,718 Kimcor shares at GBP0.065. 2. The Kimcor 31 March 07 amounts were deemed to be as at 31 December 06. 3. The Dwyka 31 December 06 pro-forma balance sheet was adopted. 4. The expanded Kimcor undertakes and completes a GBP3.5 million capital raisingat an issue price of GBP0.065; converted to AUD at GBP/AUD 2.485. The minority interest on consolidation represents the 47.39% interest that wouldbe attributable to both the original Kimcor shareholders plus the newshareholders arising from the proposed placement in point 4 above. 1.7 Directors' Recommendations and Important Considerations In the absence of an alternative proposal on better terms emerging prior to theMeeting, the Directors consider the Proposed Transaction to be in the bestinterests of Shareholders. The Directors unanimously recommend non-associated Shareholders vote in favourof Resolution 1. Each of the Directors who hold Shares intends to vote infavour of Resolution 1. Resolution 1 is important and affects the future of the Company. Shareholdersare therefore urged to give careful consideration to the Notice of Meeting andthis Explanatory Memorandum. 2. Ratification of issue of Shares to Savinara Company SA Resolution 2 seeks ratification by shareholders of the issue of Shares toSavinara Company SA for the purposes of Listing Rule 7.4. The purpose of seeking shareholder approval and ratification of the issue of theShares in Resolution 2 is to effectively reinstate the maximum limit under theListing Rules on the number of securities that the Company may issue in any 12month period without shareholder approval. On 16 July 2007, Karrinyup (awholly-owned subsidiary of Dwyka) entered into the Swazi Agreement, pursuant towhich it has the right to acquire shares in Swazi Gold Ventures (Pty) Ltd("SGV"). SGV is the holder of 90% of the issued shares in Swaziland Gold (Pty)Ltd ("SwaziGold"), which in turn owns the Swazigold Project (as more fullydescribed in section 1.5(b) of this Explanatory Memorandum). Under the terms of the Swazi Agreement, Karrinyup has the right to acquireshares in SGV on the following basis: (a) payment of US$200,000 plus Shares to the value of US$1,500,000 (at marketprice) ("Tranche 1 Shares") - Karrinyup acquires a 50% interest of the issuedshare capital in SGV; (b) US$750,000 worth of Swazigold Project expenditure by 30 June 2008 andpayment of US$200,000 plus Shares to the value of US$1,000,000 (at 80% of marketprice) - Karrinyup earns a further 20% interest in SGV (ie Karrinyup'sshareholding in SGV represents 70% of the total issued shares in SGV); (c)payment of US$400,000 plus Shares to the value of US$1,000,000 (at 80% ofmarket price) by 30 June 2009 and project expenditure to reach bankablefeasibility stage by 30 June 2011 - Karrinyup earns a further 15% interest(total 85%); and (d) issue of Shares to the value of US$3,000,000 (at 80% of market price)pursuant to the exercise of a put and call option exercisable at any time in the12 month period following completion of a bankable feasibility study - Karrinyupacquires the remaining 15% interest. Resolution 1 relates to the Tranche 1 Shares. In accordance with the disclosure requirements of Listing Rule 7.5, thefollowing information is provided to Shareholders to enable them to consider andratify the issue of Shares in Resolution 2: (a) The number of Shares allotted to Savinara Company SA was 3,962,757. (b) The deemed issue price of the Shares was $0.434, calculated by reference tothe volume weighted average price of Shares traded on ASX over the thirty dayperiod immediately prior to 2 March 2007 (being the date on which the legallybinding memorandum of understanding in relation to the Swazigold project - nowsuperseded by the Swazi Agreement - was signed). (c)The allottee is not a related party of the Company. (d) The Shares issued by the Company were fully paid ordinary shares in theCompany and rank equally with, and are on the same terms as, the existing Shareson issue. (e) No funds were raised pursuant to the issue of the Shares to Savinara CompanySA as the Tranche 1 Shares were issued in part consideration for the acquisitionof a 50% shareholding in SGV, the holder of 90% of the issued shares inSwaziGold, which in turn owns the SwaziGold Project. The Directors unanimously recommend Shareholders vote in favour of Resolution 2. 3. Resolution 3 - Approval of grant of Options to I Tell AG Resolution 3 seeks shareholder approval for the grant of 200,000 Options to ITell AG for the purposes of Listing Rule 7.1. Listing Rule 7.1 broadly provides, subject to certain exceptions, that a companymay not issue or agree to issue securities which represent more than 15% of thenominal value of the company's issued capital at the beginning of any 12 monthperiod without obtaining shareholder approval. In accordance with the disclosure requirements of Listing Rule 7.3, thefollowing information is provided to Shareholders to enable them to consider theproposed grant of Options in Resolution 3: (a) The maximum number of Options to be granted pursuant to Resolution 3 is200,000. (b) The grant of the Options will occur no later than three months after thedate of the Meeting, or such later date approved by ASX. (c)The Board presently intend to grant the Options pursuant to Resolution 3 asone allotment. However, they reserve the right to grant the Optionsprogressively. (d) The Options will be granted for no consideration. The requirement to grantthese options arises from I Tell AG's role in providing investor relationsservices pursuant to an agreement with the Company dated 20 June 2007. Inaccordance with that agreement, the exercise price of the Options will be $0.95. (e) The name of the allottee of the Options is I Tell AG. (f) The terms of the Options are set out in Schedule 1. (g) No funds will be raised by the granting of the Option pursuant to Resolution3. However, when the Options are exercised, the funds raised from the issue ofthe Shares are to be used for working capital purposes, as the Board thinks fit. The Directors unanimously recommend Shareholders vote in favour of Resolution 3. 4. Resolution 4 - Approval of grant of Options to Nicholas John Bias Resolution 4 seeks shareholder approval for the grant of 250,000 Options toNicholas John Bias for the purposes of Listing Rule 7.1. Listing Rule 7.1 broadly provides, subject to certain exceptions, that a companymay not issue or agree to issue securities which represent more than 15% of thenominal value of the company's issued capital at the beginning of any 12 monthperiod without obtaining shareholder approval. In accordance with the disclosure requirements of Listing Rule 7.3, thefollowing information is provided to Shareholders to enable them to consider theproposed grant of Options in Resolution 4: (a) The maximum number of Options to be granted pursuant to Resolution 4 is250,000. (b) The grant of the Options will occur no later than three months after thedate of the Meeting, or such later date approved by ASX. (c)The Board presently intend to grant the Options pursuant to Resolution 4 asone allotment. However, they reserve the right to grant the Optionsprogressively. (d) The Options will be granted for no consideration. The requirement to grantthese options arises from Nicholas John Bias' role in providing investorrelations services to the Company. The exercise price of the Options will be$0.95. (e) The name of the allottee is Nicholas John Bias. (f) The terms of the Options are set out in Schedule 1. (g) No funds will be raised by the granting of the Option pursuant to Resolution4. However, when the Options are exercised, the funds raised from the issue ofthe Shares are to be used for working capital purposes, as the Board thinks fit. The Directors unanimously recommend Shareholders vote in favour of Resolution 4. 5. Resolution 5 - Approval of grant of Options to Montagu Stockbrokers Pty Ltd Resolution 5 seeks shareholder approval for the grant of 500,000 Options toMontagu Stockbrokers Pty Ltd for the purposes of Listing Rule 7.1. Listing Rule 7.1 broadly provides, subject to certain exceptions, that a companymay not issue or agree to issue securities which represent more than 15% of thenominal value of the company's issued capital at the beginning of any 12 monthperiod without obtaining shareholder approval. In accordance with the disclosure requirements of Listing Rule 7.3, thefollowing information is provided to Shareholders to enable them to consider theproposed grant of Options in Resolution 5: (a) The maximum number of Options to be granted pursuant to Resolution 5 is500,000. (b) The grant of the Options will occur no later than three months after thedate of the Meeting, or such later date approved by ASX. (c)The Board presently intend to grant the Options pursuant to Resolution 5 asone allotment. However, they reserve the right to grant the Optionsprogressively. (d) The Options will be granted for no consideration. The requirement to grantthese options arises from Montagu Stockbrokers Pty Ltd's role in providingprofessional services in connection with the share purchase plan and placementundertaken by the Company earlier this year. Accordingly, the exercise price ofthe Options will be $0.31. (e) The name of the allottee is Montagu Stockbrokers Pty Ltd. (f) The terms of the Options are set out in Schedule 1. (g) No funds will be raised by the granting of the Option pursuant to Resolution5. However, when the Options are exercised, the funds raised from the issue ofthe Shares are to be used for working capital purposes, as the Board thinks fit. The Directors unanimously recommend Shareholders vote in favour of Resolution 5. 6. Resolution 6 - Ratification of issue of Shares to Acorn Mining (Pty) Ltd andAcorn Financial Instruments (Pty) Ltd Resolution 6 seeks shareholder ratification of the issue of 268,535 Shares toAcorn Mining (Pty) Ltd and 480,865 Shares to Acorn Financial Instruments (Pty)Ltd for the purposes of Listing Rule 7.4. The purpose of seeking shareholder approval and ratification of the issue of theShares in Resolution 6 is to effectively reinstate the maximum limit under theListing Rules on the number of securities that the Company may issue in any 12month period without shareholder approval. In accordance with the disclosure requirements of Listing Rule 7.5, thefollowing information is provided to Shareholders to enable them to consider andratify the issue of the Shares in Resolution 6: (a) The number of Shares allotted to Acorn Mining (Pty) Ltd was 268,535 on 6August 2007 and the number of Shares allotted to Acorn Financial Instruments(Pty) Ltd was 480,865 on 6 August 2007. (b) These Shares were issued as consideration for the full and final settlementof all outstanding contractual and other obligations and claims in connectionwith the acquisition by the Company in 2005 of all of the issued shares andclaims in Bellsbank Mining No 1 (Pty) Ltd and Kophia Diamonds (Pty) Ltd, theowners of the Blaauwbosch, Newland and New Elands underground kimberlite mines.The deemed issue price of the Shares was $0.84. (c)The Shares rank equally with all existing Shares. (d) The allottees are not a related party of the Company. (e) No funds will be raised by the issue of the Shares pursuant to Resolution 6. The Directors unanimously recommend Shareholders vote in favour of Resolution 6. 7. Resolution 7 - Ratification of issue of Shares to Capital Frontiers LLC Resolution 7 seeks shareholder ratification of the issue of 1,600,000 Shares toCapital Frontiers LLC for the purposes of Listing Rule 7.4. The purpose of seeking shareholder approval and ratification of the issue of theShares in Resolution 7 is to effectively reinstate the maximum limit under theListing Rules on the number of securities that the Company may issue in any 12month period without shareholder approval. In accordance with the disclosure requirements of Listing Rule 7.5, thefollowing information is provided to Shareholders to enable them to consider andratify the issue of the Shares in Resolution 7: (a) The number of Shares allotted was 1,600,000 on 6 August 2007. (b) These Shares were issued as consideration for the full and final settlementof all outstanding contractual and other obligations and claims in connectionwith the acquisition by the Company in 2005 of all of the issued shares andclaims in Bellsbank Mining No 1 (Pty) Ltd and Kophia Diamonds (Pty) Ltd, theowners of the Blaauwbosch, Newland and New Elands underground kimberlite mines.The deemed issue price of the Shares was $0.84. (c)The Shares rank equally with all existing Shares. (d) The allottee is not a related party of the Company. (e) The No funds will be raised by the issue of the Shares pursuant toResolution 7. The Directors unanimously recommend Shareholders vote in favour of Resolution 7. 8. Glossary of Terms The following terms and abbreviations used in the Notice of Meeting and thisExplanatory Memorandum have the following meanings: "AIM" means the AIM Market operated by the London Stock Exchange. "ASIC" means the Australian Securities and Investments Commission. "ASX" means ASX Limited. "Board" means the board of Directors. "Company" and "Dwyka" means Dwyka Resources Limited, ACN 060 938 552. "Corporations Act" means the Corporations Act 2001 (Commonwealth). "DDHL" means Dwyka Diamonds Holdings Limited, a company incorporated inMauritius and a wholly owned subsidiary of the Company. "Directors" means the directors of the Company, from time to time. "Explanatory Memorandum" means this explanatory memorandum. "KimCor" means KimCor Diamonds plc. "Listing Rules" means the official listing rules of ASX. "General Meeting" or "Meeting" means the general meeting of Shareholders to beheld at 98 Colin Street, West Perth, Western Australia at 10:00am (WST) on 20September 2007 or any adjournment thereof. "Notice of Meeting" means the notice of the Meeting which accompanies theExplanatory Memorandum. "Option" means an option to apply for one fully paid ordinary share in thecapital of the Company. "Proposed Transaction" means the transfer of all of the Company's diamond andindustrial assets to KimCor, through the acquisition by KimCor of all of theshares in DDHL, in consideration for a controlling shareholding in KimCor, inaccordance with Resolution 1. "Relevant Stock Market" means ASX if the Company is listed on ASX, or AIM if theCompany is listed on AIM and is not listed on ASX. "Resolution" means a resolution in the Notice of Meeting. "Section" means a section of this Explanatory Memorandum. "Shareholders" means registered holders of Shares. "Shares" means fully paid ordinary shares in the capital of the Company. "SGV" means Swazi Gold Ventures (Pty) Ltd. "SwaziGold" means Swaziland Gold (Pty) Ltd. Schedule 1 - Terms and Conditions of Options to be granted to Advisors The terms and conditions of the Options proposed to be granted to I Tell AG,Nicholas John Bias and Montagu Stockbrokers Pty Ltd under Resolutions 3, 4 and5, respectively, are as follows: 1. The Options to be granted under Resolution 3 will expire on 30June 2008, under Resolution 4 will expire on 30 June 2009 and under Resolution 5will expire on 30 June 2010. 2. The exercise price of each Option proposed to be granted underResolution 3 is $0.95, Resolution 4 is $0.95 and Resolution 5 is $0.31. 3. The exercise of each Option will entitle the holder to one fullypaid ordinary share in the capital of the Company. 4. The Options may only be exercised after the expiry of thefollowing periods ("Qualification Period") and in the following proportions: (a) after 12 months have lapsed from the acceptance date, in respectof not more than one half of the total number of Options granted to the holder;and (b) after 24 months have lapsed from the acceptance date, in respectof the balance of the Options granted, except that an optionholder may exercise all Options in the event of theannouncement by the Company of a takeover bid for Shares in the Company inaccordance with Chapter 6 of the Corporations Act or a merger by scheme ofarrangement in accordance with Part 5.1 of the Corporations Act. 5. Exercise of the Options is effected by completing the "ElectionForm to Exercise Options" attached to the invitation to apply for the grant ofOptions, in each case following expiry of the Qualification Period, anddelivering it together with the payment of the number of Shares in respect ofwhich the Options are exercised to the registered office of the Company. 6. An optionholder is required to exercise the Option in order toparticipate in a bonus or entitlement issue of shares made by the Company.Optionholders will be provided with written notice of the terms of the issue toshareholders and afforded that period as determined by the Listing Rules toexercise their option if they wish to participate in the bonus or entitlementissue. 7. If, prior to the expiry of an Option, there is a reorganisation(including consolidation, subdivision, reduction or return) of the issuedcapital of the Company, the number of Shares subject to the Option and/orexercise price will be adjusted in the manner required by the Listing Rules. 8. All shares issued upon exercise of the Options will, from thedate they are issued, rank equally in all respects with the Company's thenissued Shares. 9. Shares allotted and issued pursuant to the exercise of an Optionwill be allotted within the time prescribed by the Listing Rules. The Companywill apply for official quotation of the Shares issued pursuant to the exerciseof the Options in accordance with the Listing Rules. 10. The Options will lapse if not exercised prior to the expiry date. 11. Application will not be made for official quotation of theOptions on ASX or AIM. 12. Options are not transferable except with the prior writtenapproval of the board of Directors. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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