options offer prospectus and 3b

ASX ANNOUNCEMENT
8 AUGUST 2008
OPTIONS OFFER PROSPECTUS
The Manager
Company Announcements
Australian Stock Exchange Limited
Level 10, 20 Bond Street
SYDNEY NSW 2000
Dear Sir
Options Offer Prospectus
On 12 May 2008, Shareholders of Oropa Limited (the
Company) approved the issue of up to 13,280,376 Options at
the issue price of $0.002 per 2011 Option to those persons
recorded as holders of options which expired unexercised on the
expiry date of 31 December 2007. Shareholders also approved
the placement of the Shortfall (if any) by the Directors in their
discretion.
As previously advised, a total of 13,280,376 options expired
unexercised on the expiry date of 31 December 2007.
The Company has today lodged a Prospectus for the offer of the
2011 Options to those persons and a copy of that Prospectus is
attached. An Appendix 3B in relation to the issue will follow
separately.
Yours faithfully
OROPA LIMITED
Philip C Christie
Director
Attach.
RECENT ASX
ANNOUNCEMENTS
6 August 2008
Drilling Re-Commences At
Hutabargot Julu
4 August 2008
Appendix 3Y - Change of Director`s
Interest Notice x 5
31 July 2008
Quarterly Activities Report with
Appendix 5b
CORPORATE
25 Charles Street
South Perth WA 6151
Ph: +61 8 9368 4544
Fax: +61 8 9368 4522
Email: [email protected]
www.oropa.com.au
ABN: 77 009 241 374
BOARD OF DIRECTORS
Brian Hurley– Chairman
Philip Christie– Director
Rod Murchison– Non-Executive
Director
Bruce Tomich- Non-Executive
Director
Misha Collins- Non-Executive
Director
ASX Code: ORP
OROPA LIMITED
ABN: 77 009 241 374
PROSPECTUS
For an issue of up to 13,280,376 options to the registered holders of options that expired on 31
December 2007 at an issue price of $0.002 (0.2 cent) each to raise up to $26,560.75.
THIS PROSPECTUS IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY
If you do not understand the contents of this Prospectus, you should consult your stockbroker,
accountant or other professional adviser without delay.
This prospectus is dated 8 August 2008. A copy of this Prospectus was lodged with the
Australian Securities & Investments Commission (“ASIC”) on 8 August 2008.
Neither ASIC nor its officers take any responsibility as to the contents of this Prospectus.
THE SECURITIES OFFERED UNDER THIS PROSPECUS SHOULD BE CONSIDERED
SPECULATIVE.
The offer is not underwritten.
2008 PROSPECTUS OROPA LIMITED | 2
CONTENTS Page
CORPORATE DIRECTORY ..............................................................................3
1. The Option Issue .....................................................................................6
2. Capital Structure .....................................................................................6
3. Proforma Consolidated Balance Sheet ...................................................7
4. Use of Funds ...........................................................................................9
5. The Company’s Projects .........................................................................9
6. When to Apply .........................................................................................9
7. Application instructions ...........................................................................9
8. Allotments ............................................................................................ 10
9. Overseas Shareholders ....................................................................... 10
10. Australian Stock Exchange Listing ...................................................... 10
11. CHESS ................................................................................................. 10
12. Risk Factors ......................................................................................... 11
13. Current Directors .................................................................................. 12
14. Company History ................................................................................. 12
15. Issued and New Equity ........................................................................ 13
16. Rights Attaching To The Shares .......................................................... 13
17. Terms of Options ................................................................................. 14
18. Dividends ............................................................................................. 15
19. ASX Announcements ........................................................................... 15
20. Tenements ........................................................................................... 16
21. Cost of the Option issue ....................................................................... 16
22. Taxation Implications ............................................................... 16
23. Directors’ Interests ............................................................................... 17
24. Consents .............................................................................................. 18
25. Privacy Act ........................................................................................... 18
26. Enquiries .............................................................................................. 18
27. Lodgment ............................................................................................. 18
Application Form for Options ............................ Error! Bookmark not defined.
2008 PROSPECTUS OROPA LIMITED | 3
CORPORATE DIRECTORY
DIRECTORS
Brian J Hurley AWASM, MausIMM
(Chairman)
Philip C J Christie
(Chief Executive Officer)
Roderick G Murchison
(Non Executive Director)
Bruce N V Tomich B.Sc(Hons)
(Non Executive Director)
Misha A Collins CFA
(Non Executive Director)
SECRETARY
Dean W Calder B.Bus CA
REGISTERED OFFICE AND BUSINESS ADDRESS
25 Charles Street
South Perth WA 6951
Telephone: (08) 9368 4544
Facsimile: (08) 9368 4522
E-mail: [email protected]
Website: www.oropa.com.au
SHARE REGISTRY
Security Transfer Share Registry Pty Ltd
Alexandria House
770 Canning Highway
Applecross WA 6153
Telephone: (08) 9315 2333
Facsimile: (08) 9315 2233
HOME EXCHANGE
Australian Stock Exchange (Perth) Limited
Exchange Plaza
2 The Esplanade
Perth WA 6000
AUDITORS
Stantons International
Level 1 / 1 Havelock St
West Perth WA 6005
2008 PROSPECTUS OROPA LIMITED | 4
TIMETABLE
Lodgment of Prospectus 8 August 2008
Opening Date 8 August 2008
Closing Date of Applications (5:00pm Perth, WA time) 22 August 2008
Date of the Company’s General Meeting
approving the options issue 12 May 2008
Issue date of options 24 August 2008
The above dates are indicative only and are subject to change. The Company reserves the right
to amend this indicative timetable. In particular, the Company reserves the right, subject to the
Corporations Act and the ASX Listing Rules, to extenbd the Closing Date or withdraw the Offer
without prior notice. Any extension of the Closing Date will have a consequential effect on the
date for the issue of the new Options.
IMPORTANT NOTICE
This Prospectus is dated 8 August 2008. It was lodged with the Australian Securities and
investment Commission (“ASIC”) on 8 August 2008. Neither the ASIC nor the Australia Stock
Exchange Limited (“ASX”) takes any responsibility for the content of this Prospectus. No
securities will be allotted or issues on the basis of this Prospectus later than the expiry date,
being the date that is 13 months after the date of this Prospectus.
No person is authorised to give any information or to make representation regarding the Offer.
Any information or representation in relation to the Offer that is not contained in this Prospectus
may not be relied upon as having been authorised by Oropa Limited (“the Company”) or its
Directors.
This Prospectus provides information for investors to decide if they wish to invest in the
Company and should be read in its entirety.
This Prospectus is available for downloading in electronic form from the Company’s website
www.oropa.com.au. The offer pursuant to an electronic Prospectus is only available to persons
receiving an electronic version of this Prospectus within Australia. The Corporations Act
prohibits any person from passing to another person the Application Form unless it is attached to
or accompanies the complete and unaltered version of the Prospectus During the Offer Period,
any person may obtain a hard copy of this Prospectus by contacting the Company.
The Company reserves the right not to accept an Application Form from a person if it has reason
to believe that when that person was given access to the electronic Application Form, it was not
provided together with the electronic Prospectus and any relevant supplementary or
replacement prospects or any of those documents were incomplete or altered.
There is no facility for online applications.
No person is authorised to give information or to make representation in connection with this
Prospectus which is not contained in this Prospectus. Any information or representation not so
contained may not be relied on as having been authorised by the Company in connection with
this Prospectus.
This Prospectus is issued under the special prospectus content rules for continuously quoted
securities and options to acquire continuously quoted securities, in section 713 of the
Corporations Act. The information in this Prospectus principally concerns the terms and
conditions of the Offer and the information necessary to make an informed assessment of:
(a) The effect of the Offer on the Company; and
2008 PROSPECTUS OROPA LIMITED | 5
(b) The rights and liabilities attaching to the 2011 Options offered by this
Prospectus.
As the Company has been listed on ASX since 31 March 1988, a substantial amount of
information concerning the Company has previously been notified to ASX and is therefore
publicly available.
The Prospectus is intended to be read in conjunction with the publicly available information in
relation to the Company which has been notified to ASX and does not include all of the
information that would be included in a prospectus for an initial public offering of securities in an
entity that is not already listed on a stock exchange. Shareholders should therefore also have
regard to the other publicly available information in relation to the Company before making a
decision whether or not to invest in the 2011 Options.
In preparing this Prospectus regard has been given to the fact that the Company is a disclosing
entity for the purposes of the Corporations Act and as such is subject to regular reporting and
disclosure obligations. A list of announcements made to ASX is set out in this Prospectus. A
copy of any announcement can be obtained free of charge by contacting the Company at the
address in the Corporate Directory on the inside front cover. Copies of announcements can be
obtained from the Company’s web site www.oropa.com.au.
The Options offered by this Prospectus should be considered speculative.
2008 PROSPECTUS OROPA LIMITED | 6
1. The Option Issue
This Prospectus is issued by The Company for an offer of up to 13,280,376 Options at an issue
price of $0.002 (0.2 cents) (“2011 Option Issue”) to raise up to $26,560.75 before costs of the
issue.
Each Option will entitle the holder to subscribe for one Share, exercisable at 20 cents on or
before 31 January 2011 (“2011 Options”) and otherwise be granted on the terms set out in
Section 7 of this Prospectus. The 2011 Options will be offered to persons who were
registered with the Company as holders of listed Options (ASX code: ORPOA) as at the
Record Date, being 31 December 2007 (“2007 Option Holders”), which options have now
expired.
The Directors reserve the right to place any shortfall of the 2011 Options not taken up by
2007 Option Holders subject to the terms and conditions approved by the Company’s
shareholders for the issue of the 2011 Options at a General Meeting of the Company held
on 12 May 2008 (“General Meeting”).
The issue of the 2011 Options was approved by shareholders at the General Meeting.
Results of the General Meeting have been announced to ASX and posted on the Company’s
website.
Allocation
The Company retains an absolute discretion on allocating 2011 Options under the Offer
amongst 2007 Options Holders, or in the event of a shortfall among other persons, and reserves
the right to allot to an applicant a lesser number of 2011 Options than the applicant applied for or
to reject the application. If the number of 2011 Options allotted is fewer than the number applied
for, surplus application money will be refunded without interest. The acceptance of applications
and the allocation of 2011 Options is at the absolute discretion of the Company’s directors. In
the event of an oversubscription the Company reserves the right to accept larger applications in
priority (but is under no obligation to do so). The Company will not be liable to any person not
allocated any 2011 Options.
2007 Option Holders should note that by virtue of the matters referred to above, they are not
automatically entitled to be allotted the same number of 2007 Options which they held.
Application Monies Held in Trust
All application monies will be held in trust until allotment. All interest earned on application
monies (including those which do not result in allotment of 2011 Options) will be retained by the
Company.
2. Capital Structure
Existing Ordinary Shares 192,088,724
Total number of Ordinary Shares on the completion of the 2011
Option Issue (assuming no Options exercised) 192,088,724
Number of existing listed Options (ORPO) expiring on 31
January 2010, exercisable at 20 cents each 12,791,441
Number of listed Options ORPOA that expired on 31 December
2007 13,280,376
Maximum Number of 2011 Options to be issued pursuant to this
Prospectus 13,280,376
2008 PROSPECTUS OROPA LIMITED | 7
3. Proforma Consolidated Balance Sheet
An audited balance sheet of the Company as at 31 December 2007 has been released to ASX
and ASIC. Following is a pro forma consolidated balance sheet of the Company as at 31
December 2007 incorporating the audited accounts to 31 December 2007. The pro forma
consolidated balance sheet is based on the Company’s audited balance sheet for the year
ended 31 December 2007 adjusted to show the effects of the 2011 Option Issue as if it had been
successfully completed on that date.
Prospective investors may obtain, free of charge, copies of the latest financial reports lodged
with ASIC and copies of any continuous disclosures notices lodged or provided after lodgment of
the latest financial report by contacting the Company at any time during the application period
specified in this Prospectus.
2008 PROSPECTUS OROPA LIMITED | 8
PROFORMA CONSOLIDATED BALANCE SHEET
Oropa Limited and Controlled Entities
Audited Pro-forma
Accounts 31 December 2007
31 December 2007 Post Option Issue
$ $
Current Assets
Cash and cash equivalents 738,385 754,946
Trade and other receivables 122,929 122,929
Financial assets 1,333 1,333
Total Current Assets 862,647 879,208
Non-Current Assets
Plant & equipment 98,340 98,340
Other 61,864 61,864
Total Non-Current Assets 160,204 160,204
Total Assets 1,022,851 1,039,412
Current Liabilities
Trade and other payables 167,910 167,910
Provisions 370,732 370,732
Other 27,270 27,270
Total Current Liabilities 565,912 565,912
Non-Current Liabilities
Non interest bearing loans 36,544 36,544
Total Non-Current Liabilities 36,544 36,544
Total Liabilities 602,456 602,456
Net Assets 420,395 436,956
Equity
Issued capital 34,322,825 34,339,386
Reserves 1,661,958 1,661,958
Accumulated losses (35,662,839) (35,662,839)
Total parent entity interest 321,944 338,505
Minority interest in controlled entities 98,451 98,451
Total Equity 420,395 436,956
2008 PROSPECTUS OROPA LIMITED | 9
Prospective investors may obtain, free of charge, copies of the latest financial reports lodged
with the ASIC and copies of any continuous disclosure notices lodged or provided after the
lodgement of the latest financial reports by contacting the Company at any time during the
application period specified in this Prospectus.
4. Use of Funds
It is intended that the funds raised by the 2011 Option Issue will be applied by the Company in
the manner set out in the following table. The application of funds received from the 2011
Option Issue is summarised below depending on the amount raised from this 2011 Option Issue.
Description Use of Funds
Cost of 2011 Option Issue $10,000.00
Working Capital $16,560.75
TOTAL $26,560.75
5. The Company’s Projects
The Company’s projects are described in more detail in the 2007 Annual Report and the 31
December 2007 Half Yearly Report each of which has been lodged with ASX and consequently
lodged with ASIC, and are deemed to be incorporated into this Prospectus as if set out in full.
The 2007 Annual Report and the 31 December 2007 Half Yearly Report also contain detailed
financial information about the Company. The 2007 Annual Report contains the 2007 Director’s
Report. The information in the 2007 Annual Report and 31 December 2007 Half Yearly Report
should be read in conjunction with this Prospectus, and as being updated or supplemented by
the information contained in this Prospectus.
The Company will provide free copies of the 2007 Annual Report and 31 December 2007 Half
Yearly Report to anyone who requests them during the application period of this Prospectus.
Copies may also be downloaded from the Company’s website www.oropa.com.au.
6. When to Apply
The Offer will be opened on 8 August 2008 and will remain open until 5:00pm (Perth, WA time)
on 22 August 2008, subject to the right of the Company to either close this 2011 Option Issue at
an earlier time and date or to extend the closing time and date without prior notice. Applicants
are encouraged to submit their applications as early as possible.
7. Application instructions
All applications for the 2011 Options offered under this Prospectus must be made on an
Application Form attached to or accompanying this Prospectus.
Cheques must be made payable to “Oropa Limited” and crossed “Not Negotiable”. All payments
must be in Australian currency.
This Prospectus expires 13 months from the date of this Prospectus. No 2011 Options will be
issues or allotted on the basis of this Prospectus later than 13 months after the date of this
Prospectus.
2008 PROSPECTUS OROPA LIMITED | 10
Completed Application Form and accompanying cheques should be sent to or lodged with:
Oropa Limited
PO Box 1013
South Perth WA 6951
Tel: 08 9368 4544
Fax: 08 9368 4522
Your completed Application Form and cheque must reach the Company no later than 5:00pm
(Perth, WA time) on 22 August 2008 (the Closing Date). However, the Company may close the
Offer early at any time, prior to the Closing Date. The Company may also extend the Closing
Date at its sole discretion.
8. Allotments
The anticipated date for the Directors to issue the Options offered under this Prospectus is 24
August 2008.
The Directors reserve the right to place any shortfall of the 2011 Options not taken up by the
2007 Option Holders at their sole discretion. The Company also reserves the right to issue 2011
Options in response to Application Forms received after the Closing Date, but is under no
obligation to do so. If a cheque for Application Monies is not honoured, the Company may at its
election reject the Application (and cancel the allotment made in response to the Application) or
issue some or all of the 2011 Options applied for and recover the Application Monies together
with associated costs.
9. Overseas Shareholders
Applications by residents in countries outside Australia should consult their professional advisers
as to whether any governmental or other consent are required or whether formalities need to be
observed to enable them to accept this invitation to take up option under this Prospectus.
Accordingly, this Prospectus does not constitute an offer in any place in which, to any person to
whom, it would not be lawful to make such an offer.
10. Australian Stock Exchange Listing
Application will be made to ASX within seven days after the date of this Prospectus for quotation
of the 2011 Options granted to applicants under this Prospectus. The ASX takes no
responsibility for the contents of this Prospectus.
11. CHESS
The Company participates in the Clearing House Electronic Subregister System (“CHESS”).
ASX Settlement and Transfer Corporation Pty Ltd (“ASTC”) a wholly owned subsidiary of the
ASX, operated CHESS in accordance with the Listing Rules and the SCH Business Rules.
Under CHESS, a shareholder will not receive a certificate, but will receive a statement of their
holding in the Company.
If a shareholder is broker sponsored, ATSC will send the shareholder a CHESS statement. The
CHESS statement will set out the number of 2011 Options allotted to each option holder under
this Prospectus, give details of the optionholder’s HIN and give the participant identification
number of the sponsor.
2008 PROSPECTUS OROPA LIMITED | 11
Optionholders registered on the Issuer Sponsored subregister, a statement will be dispatched by
the Company’s Share Registry, and will contain the number of 2011 Options allotted under this
Prospectus and the holder’s securityholder reference number (“SRN”).
A CHESS statement or issuer sponsored statement will routinely be sent to shareholders and
option holders at the end of any calendar month during which the balance of their shareholding
or option holding changes. A shareholder or option holder may request a statement at any other
time; however a charge may be made for additional statements.
12. Risk Factors
The future performance of the Company and the future investment performance of the 2011
Options offered under this Prospectus may be influenced by a range of factors. Some of these
factors can be mitigated. However, many are outside the control of the Company. Prior to
making any decision to apply for or acquire the Company’s shares or options, investors should
carefully consider the following general and specific risk factors applicable to the Company.
(i) Future Capital Needs and Additional Funding
Should the Company require additional funding to further explore and develop its current
projects or any projects acquired in the future there can be no assurance that additional
financing will be available on acceptable terms, or at all. An inability to obtain additional funding,
if required, would have a material adverse effect on the Company’s ability to exploit the projects
and its financial conditions and performance.
(ii) Legislative Changes
Should the Company require additional funding to further explore and develop its current
projects or any projects acquired in the future, there can be no assurance that additional
financing will be available on acceptable terms, or at all. Any inability to obtain additional
funding, if required, would have a material adverse effect on the Company’s ability to exploit the
projects and its financial condition and performance.
(iii) General Economic Conditions
Changes in the general economic climate in which the Company operates may adversely affect
the financial performance of the Company. Factors which may contribute to that economic
climate include the general level of economic activity, interest rates, inflation and other economic
factors. The price of commodities and level of activity within the mining industry will also be of
particular relevance to the Company.
(iv) Unforeseen Expenses
While the Company is not aware of any expenses that may need to be incurred that have not
been taken into account, if such expenses were subsequently incurred, the expenditure
proposals of the Company may be adversely affected.
(v) Operation and Development
By its nature, the business of exploration and mineral development which the Company may
continue to participate in contains risks. Prosperity depends on the successful exploration and/or
acquisition of reserves, design and construction of efficient processing facilities, competent
operation and management and efficient financial management. For its part, exploration is a
speculative endeavor, while mining operations can be hampered by force majeure
circumstances, environment consideration and cost overruns for unforeseen events.
(vi) Government Policy
Capacity to explore and mine, as well as industry profitability generally, can be affected by
changes in government policy which are beyond the control of the Company.
2008 PROSPECTUS OROPA LIMITED | 12
(vii) Commodity Price Risk
The Company’s prospects and share price will be influenced by the price obtained from time to
time for the commodities targeted in its exploration programs. Commodity prices fluctuate and
are affected by factors including the relationship between global supply and demand, forward
selling by producers, the cost of production and general global economic conditions.
Commodity prices are also affected by the outlook for inflation, interest rates, currency exchange
rates and supply and demand issues. These factors may have an adverse affect on the
Company’s prospects, as well as its ability to fund its future activities.
(viii) Environmental risks
The Company’s operations and projects are subject to laws and regulations regarding
environmental hazards. The Company intends to conduct its activities in an environmentally
responsible manner, in accordance with applicable laws and regulations.
(ix) Share Market Risk
The market price of shares can be expected to rise and fall in accordance with the general
market conditions and factors specifically affecting the Australian resources sector and
exploration companies in particular.
Neither the Company nor its Directors warrant the future performance of the Company or any
return on investment in shares or options.
13. Current Directors
The Directors of the Company at the date of this Prospectus are:
• Brian J Hurley AWASM, MAusIMM
(Chairman)
• Phillip C J Christie
(Chief Executive Officer)
• Roderick G Murchison
(Non Executive Director)
• Bruce N V Tomich B.Sc(Hons)
(Non Executive Director)
• Misha A Collins CFA
(Non Executive Director)
14. Company History
The Company was incorporated as a public company and was admitted to the ASX on 31 March
1988.
2008 PROSPECTUS OROPA LIMITED | 13
15. Issued and New Equity
Ordinary Fully Paid Shares
Number $
192,088,724 Existing Fully Paid Ordinary Shares (ASX: ORP) 35,566,724
Costs of the 2011 Option Issue (10,000)
192,088,724 Total All Shares * 35,555,724
Options
Number Description Exercise Price Expiry Date
12,791,441
Options Offered pursuant to 2010 Option
Issue 20 cents 31 January 2010
13,280,376
Options offered pursuant to 2011 Option
Issue * 20 cents 31 January 2011
Total Options
Notes:
*Options to be issued as approved by shareholders at the Company’s General Meeting
held on 12 May 2008. Further details are set out below.
16. Rights Attaching To The Shares
Set out below is a summary of the rights attaching to ordinary fully paid shares in the Company.
Voting Rights
Subject to the Constitution of the Company and to any rights or restrictions attaching to any
class of shares at a general meeting, every shareholder or class of shareholder present in Perth
or by proxy, attorney or representative has:
(a) one vote on a show of hands; and
(b) on a poll:
i. one vote each fully paid share; and
ii. voting rights pro rata to the amount paid upon each partly paid share held by the
shareholder.
General Meetings
Subject to the Constitution of the Company, the ASX Listing Rules and to the terms of issue of
general meeting of the Company, are to receive all notices, accounts and other documents
required to be furnished to shareholders under the Constitution of the Company or the
Corporations Act.
2008 PROSPECTUS OROPA LIMITED | 14
Dividend Rights
Subject to the right of holders of shares issued with any special or preferential rights (at present
there are none), the profits of the Company, which the Directors may from time to time
determine to distribute by way of dividend, are divisible among the shareholders in proportion to
the shares held by them respectively, irrespective of the amount paid up or credited as paid up
on the shares, An amount paid or credited as being paid on shares in advance of a call is not to
be taken as paid or credited for the purpose of determining the entitlement of a shareholder to
dividends. Dividends may be paid in cash, by granting options or issuing shares or transferring
property.
Rights on Winding Up
Subject to the rights of holders or shares issues with any special or preferential rights (at present
there are none), all shares entitle the holders thereof in a winding up to participate equally in the
distribution of the assets of the Company subject only to any amounts unpaid on the share.
Transfer of Shares
Subject to the constitution of the Company, the Corporations Act and the ASX Listing Rules, the
shares in the Company are freely transferable.
Future Increases in Capital
The allotment and use of any share is under the control of the Directors of the Company. Subject
to restrictions on the allotment of shares to Directors or their associates, the ASX Listing Rules,
the Constitution of the Company and the Corporations Act, the Board may allot or otherwise
dispose of shares on such terms and conditions as it considers appropriate.
Variation of Rights
At present the Company only has fully paid and partly paid shares on issue. If shares of another
class were issued, the rights and privileges attaching to ordinary shares could only be altered
with the consent in writing of the holders of three quarters of the votes that may be cast in
respect of the issued ordinary shares or with the sanction of a special resolution passed at a
separate General Meeting of the holders of ordinary shares (ie. By a three quarters majority of
such holders as being entitled to vote at that meeting).
17. Terms of Options
Options offered under this Prospectus shall entitle the holder to apply for and be allotted one
ordinary fully paid share in Oropa Limited at an exercise price of 20 cents per share on the
following terms and conditions:
(a) the options expire at 5:00pm Western Australia Standard Time on 31
January 2011 (“Expiry Date”)
(b) each option entitles the holder to apply for one share at an exercise price of
20 cents (“exercise price”) payable in cash in full on application;
(c) share issues on exercise of the option will rank equally in all respects with
the then existing issued fully paid ordinary shares in the capital of the
Company from the date of issue and will be subject to the Constitution of the
Company. The Company will apply to the ASX for quotation of the share
issues upon the exercise of options;
(d) the option may be exercised in whole or in part;
(e) the option may be transferred at any time subject to and in accordance with
the Corporations Law, the SCH Business Rules and/or the Listing Rules;
(f) any notices of exercise of any of the options received by the Company prior
to the Expiry Date will be deemed to be a notice of exercise of any of the
options received by the Company prior to the Expiry Date will be deemed to
be a notice of exercise received on the earlier of the Expiry Date or the last
business day of the month in which the notice is received.
2008 PROSPECTUS OROPA LIMITED | 15
(g) There are no participating rights or entitlements inherent in the options to
participate in any new issues of capital which may be offered to
shareholders of the Company from time to time prior to the Expiry Date. The
Company will notify holders of any proposed issue at least 10 business days
before the record date in order to give holders sufficient opportunity to
exercise their options if they wish; and
(h) In event of any reconstruction of the issued capital of the Company, the
rights of holders of the options will be re-organised to the extent necessary
to comply with the ASX Listing Rules applying to a reorganisation of capital
at the time of the reorganisation.
18. Dividends
The Company did not pay a dividend for the financial year ended 30 June 2008.
The payment of any future dividends will be dependant upon the Company undertaking activities
to generate revenue and profits. Any future determination as to the payment of dividends by the
Company will be at the discretion of the Directors and will depend upon the availability of
distributable earnings, the operating results and financial condition of the Company, future
capital requirements, general business and financial conditions and other factors considered
relevant by the Directors. No assurance in relation to the payment of future dividends or the
franking credits attached to such dividends can be given to shareholders.
19. ASX Announcements
The following announcements (continuous disclosure notices) have been made by the Company
after lodgment of the financial statements contained in the 31 December 2007 Half Yearly
Report and before the issue of this Prospectus.
• 04/08/2008 Appendix 3Y - Change of Director`s Interest Notice x 5
• 31/07/2008 Quarterly Activities Report with Appendix 5B
• 15/07/2008 Appendix 3B - New Issue Announcement
• 14/07/2008 Issue of Shares - Placement
• 08/07/2008 Letter to Shareholders
• 08/07/2008 Appendix 3X Initial Director`s Interest Notice
• 08/07/2008 Appointment of Director
• 06/06/2008 Appendix 3B New Issue Announcement
• 27/05/2008 Total Pungkut Resources Top 1 Million Ounces
• 19/05/2008 Detailed Sampling Results From Malawi Sampling Programs
• 15/05/2008 Change of Director`s Interest Notices x 4
• 15/05/2008 Appendix 3B - New Issue Announcement
• 15/05/2008 Bonanza Grades Intercepted at Ali Vein
• 13/05/2008 Results of General Meeting
• 12/05/2008 Encouraging Results From Initial Sampling Programs Malawi
• 30/04/2008 Quarterly Activities Report with Cashflow
• 14/04/2008 Notice of General Meeting for the Shareholders of Oropa Ltd
• 26/03/2008 Progress Report
• 17/03/2008 Change in substantial holding
• 17/03/2008 Form 604 Notice of Change of Interests of Substantial Holder
• 17/03/2008 Becoming a substantial holder
• 14/03/2008 Half Yearly Report and Accounts
• 14/03/2008 Appendix 3B 14 March 2008
• 14/03/2008 Oropa Raises Additional Funds
• 11/02/2008 PowerPoint Presentation 11 February 2008
2008 PROSPECTUS OROPA LIMITED | 16
• 31/01/2008 Quarterly Activities Report with Cashflow
• 30/01/2008 Progress Report - Further Significant Gold Hits
• 29/01/2008 Further Amended Change of Director`s Interest Notice
• 29/01/2008 Amended Change of Director`s Interest Notice
• 29/01/2008 Change of Director`s Interest Notice Appendix 3Y
• 23/01/2008 Oropa Limited`s Uranium Portfolio Expands
• 15/01/2008 Further Encouraging Gold Hits - Sihayo 1 North Resource
• 11/01/2008 Lapsed Options
Any person may request, and the Company will provide free a charge, a copy of any
announcement during the application period of this Prospectus. The Company from time to time
makes announcements to the ASX in accordance with its continuous disclosure obligations and
the ASX Listing Rules. Announcements can be viewed by visiting the website of ASX,
www.asx.com.au, or the Company’s website www.oropa.com.au.
20. Tenements
A list of the tenements comprising the Company’s projects is contained in the 2007 Annual
Report, as updated by the Company’s 31 December 2007 Half Yearly Report. Free copies of
these documents can be obtained from the Company during the application period of this
Prospectus. Copies can also be downloaded from the Company’s website www.oropa.com.au.
21. Cost of the Option issue
The estimates costs associated with this 2011 Option Issue are as follows:
Costs Subscription
Legal, ASIC, and ASX Fees, printing,
postage and dispatch costs
$10,000
Total $10,000
22. Taxation Implications
The Company’s Directors consider that it is not appropriate to give investors advice regarding
the taxation consequences of subscribing for 2011 Options under this Prospectus. The
Company, its advisers and its officers do not accept any responsibility or liability for any taxation
consequences. As a result, investors should consult their own professional tax advisers in
connection with subscribing for 2011 Options under this Prospectus.
2008 PROSPECTUS OROPA LIMITED | 17
23. Directors’ Interests
Except as disclosed in this Prospectus, no Director or proposed Director has, or has had within
two years of lodgment of this Prospectus, any interest in:
(a) the formation or promotion of the Company; or
(b) any property acquired or proposed to be acquired by the Company in
connection with its formation or promotion or the Option issue; or
(c) the 2011 Option Issue as provided for in this Prospectus.
Except as disclosed in this Prospectus, no person has paid or agreed to pay any amount to any
Director or has given or agreed to give any benefit to any director, to induce the Director to
become, or to qualify as a Director of the Company or otherwise for services rendered by the
Director in connection with the formation or promotion of the Company or the 2011 Option Issue.
Directors’ Interests in Shares and Options
As at the date of this Prospectus, the Directors’ direct and indirect interests in shares and listed
options in the Company are as follows:
Director Shares Listed
Options
Unlisted
Options
Brian Hurley 741,092 - 2,200,000
Philip C J Christie 574,852 25,202 2,700,000
Roderick G Murchison 749,852 101,408 1,300,000
Bruce N V Tomich 239,000 - 1,300,000
Misha Collins 15,665,000 - 1,000,000
Directors’ Remuneration
Director Year ended 30 June
2007
1 July 2007 to the date of
this Prospectus
Brian Hurley 44,544 46,540
Philip C J Christie 216,016 236,680
Roderick G Murchison 49,472 47,483
Bruce N V Tomich 31,213 30,360
Misha Collins - -
Non-executive Directors are also entitled to be paid reasonable travelling, accommodation and
other expenses incurred in consequence of their attendance at Board meetings and otherwise in
the execution of their duties as Directors. Where the Company requests non-executive Directors
or their related entities to perform annual services outside the normal scope of their duties as
Directors, further amounts may be paid at ordinary commercial rates for such services.
Further details of the remuneration of Directors are set out in the Remuneration Report
contained in the Company’s 30 June 2007 Annual Report. A copy of that report will be provided
free to anyone who requests it during the application period of this Prospectus. A copy may also
be downloaded from the Company’s website www.oropa.com.au.
2008 PROSPECTUS OROPA LIMITED | 18
24. Consents
Stanton International has given, and not withdrawn before the lodgment of this Prospectus, its
written consent to being named in this Prospectus as the Company’s Auditor. Stanton
International was not involved in the preparation of any part of this Prospectus other than the
Audit Report and Auditor’s Independence Letter forming part of the Company’s 31 December
2007 Half Yearly Report which is taken to be incorporated in and forms part of this Prospectus,
and expressly disclaims and takes no responsibility for any part of this Prospectus other than a
reference to its name and the Audit Report and Auditor’s Independence Letter.
25. Privacy Act
By completing an Application Form, investors will be providing information to the Company
(directly or via the Share Registry). The Company collects, holds and will use that information to
assess the application and, in the case of a successful application, communicate with
shareholders in relation to shareholding and the activities of the Company.
The information received by the Company may also be disclosed to persons inspecting the
register, bidders for shares in the context of takeovers, regulatory bodies, authorised share
brokers, print service providers, mail houses and the Company’s Share Registry’s personnel, or
as otherwise required or permitted by the Corporations Act and other laws.
Shareholders will be able to access, correct and update the personal information held by the
Company in relation to them by contacting the Company or the Share Registry.
In accordance with the Corporations Act, you may be sent material (including marketing
material) approved by the Company in addition to general corporate communications. You may
elect not to receive marketing material by contacting the share registry. The Company will
continue to send you general corporate communications as required by law.
Collection, maintenance and disclosure of certain personal information are governed by
legislation including the Privacy Act 1988, the Corporation Act and certain rules applicable to
ASX listed shares.
26. Enquiries
If you have any questions about the desirability of or procedure for investing, please contact your
stockbroker, accountant or independent licensed financial adviser.
27. Lodgment
The Directors state that they have made all reasonable enquiries and on the basis have
reasonable grounds to believe that any statements made by the Directors in the Prospectus are
not misleading or deceptive and that in respect to any other statements made in this Prospectus
by persons other than Directors, the Directors have made reasonable enquiries and on that
basis have reasonable grounds to believe that persons making the statements were competent
to make such statements, those persons have given their consent to the statement being
included in this Prospectus in the form and context in which they are included and have not
withdrawn that content before lodgment of this Prospectus with the ASIC, or the Directors
knowledge, before any issue of Options pursuant to the Prospectus.
2008 PROSPECTUS OROPA LIMITED | 19
Each of the Directors of Oropa Limited have consented to the lodgment of this Prospectus in
accordance with Section 720 of the Corporations Act 2001 and have not withdrawn that consent.
_______________________________
Philip Christie
Director
Dated: 8 August 2008



Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
1/1/2003 Appendix 3B Page 1
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.
Name of entity
OROPA LIMITED
ABN
77 009 241 374
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
1 +Class of +securities issued or to be
issued
LISTED OPTIONS
2 Number of +securities issued or to
be issued (if known) or maximum
number which may be issued
13,280,376
3 Principal terms of the +securities
(eg, if options, exercise price and
expiry date; if partly paid
+securities, the amount outstanding
and due dates for payment; if
+convertible securities, the
conversion price and dates for
conversion)
OPTIONS EXPIRING 31 JANUARY 2011
WITH AN EXERCISE PRICE OF 20 CENTS
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 2 1/1/2003
4 Do the +securities rank equally in all
respects from the date of allotment
with an existing +class of quoted
+securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the FP next dividend,
distribution or interest payment
YES
5 Issue price or consideration
0.002 CENTS PER OPTION
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
ISSUE OF OPTIONS PURSUANT TO
PROSPECTUS DATED 8 AUGUST 2008 FOR
THE PURPOSE OF RAISING ONGOING
WORKING CAPITAL
7 Dates of entering +securities into
uncertificated holdings or despatch
of certificates
24 AUGUST 2008
Number +Class
8 Number and +class of all
+securities quoted on ASX
(including the securities in clause
2 if applicable)
192,088,724
12,791,440
13,280,376
ORD
OPTIONS EXP
31 JANUARY 2010
OPTIONS EXP
31 JANUARY 2011
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
1/1/2003 Appendix 3B Page 3
Number +Class
9 Number and +class of all
+securities not quoted on ASX
(including the securities in clause
2 if applicable)
2,700,000
500,000
8,500,000
EMPLOYEE
OPTIONS EXP
31 DECEMBER 2009
EXERCISABLE AT
13C
OPTIONS EXP
20 OCTOBER 2008
EXERCISABLE AT
12C
DIRECTOR
OPTIONS EXP
31/05/2013
EXERCISABLE AT
15C
10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
NO DIVIDEND POLICY
Part 2 - Bonus issue or pro rata issue
11 Is security holder approval
required?
12 Is the issue renounceable or nonrenounceable?
13 Ratio in which the +securities will
be offered
14 +Class of +securities to which the
offer relates
15 +Record date to determine
entitlements
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in
relation to fractions
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 4 1/1/2003
18 Names of countries in which the
entity has +security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing date for receipt of
acceptances or renunciations
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
1/1/2003 Appendix 3B Page 5
20 Names of any underwriters
21 Amount of any underwriting fee or
commission
22 Names of any brokers to the issue
23 Fee or commission payable to the
broker to the issue
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of +security holders
25 If the issue is contingent on
+security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27 If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28 Date rights trading will begin (if
applicable)
29 Date rights trading will end (if
applicable)
30 How do +security holders sell their
entitlements in full through a
broker?
31 How do +security holders sell part
of their entitlements through a
broker and accept for the balance?
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 6 1/1/2003
32 How do +security holders dispose
of their entitlements (except by sale
through a broker)?
33 +Despatch date
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34 Type of securities
(tick one)
(a) �� Securities described in Part 1
(b)
All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or
documents
35 If the +securities are +equity securities, the names of the 20 largest holders of the
additional +securities, and the number and percentage of additional +securities held by
those holders
36 If the +securities are +equity securities, a distribution schedule of the additional
+securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37 A copy of any trust deed for the additional +securities
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
1/1/2003 Appendix 3B Page 7
Entities that have ticked box 34(b)
38 Number of securities for which
+quotation is sought
39 Class of +securities for which
quotation is sought
40 Do the +securities rank equally in all
respects from the date of allotment
with an existing +class of quoted
+securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
41 Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period
(if issued upon conversion of
another security, clearly identify that
other security)
Number +Class
42 Number and +class of all +securities
quoted on ASX (including the
securities in clause 38)
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 8 1/1/2003
Quotation agreement
1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may
quote the +securities on any conditions it decides.
2 We warrant the following to ASX.
• The issue of the +securities to be quoted complies with the law and is not for
an illegal purpose.
• There is no reason why those +securities should not be granted +quotation.
• An offer of the +securities for sale within 12 months after their issue will
not require disclosure under section 707(3) or section 1012C(6) of the
Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give
this warranty
• Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any +securities to be quoted and
that no-one has any right to return any +securities to be quoted under
sections 737, 738 or 1016F of the Corporations Act at the time that we
request that the +securities be quoted.
• We warrant that if confirmation is required under section 1017F of the
Corporations Act in relation to the +securities to be quoted, it has been
provided at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the
+securities to be quoted under section 1019B of the Corporations Act at the
time that we request that the +securities be quoted.
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
1/1/2003 Appendix 3B Page 9
3 We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the warranties
in this agreement.
4 We give ASX the information and documents required by this form. If any
information or document not available now, will give it to ASX before +quotation of
the +securities begins. We acknowledge that ASX is relying on the information and
documents. We warrant that they are (will be) true and complete.
Sign here: ............................................................ Date: 8 August 2008.
(Director)
Print name: Philip C Christie.