share purchase plan offer

SHARE PURCHASE PLAN OFFER

The Board of Directors of Oropa Limited (“Oropa” or the “Company”) is pleased to invite you to
participate in the Company’s 2009 Share Purchase Plan (“SPP”). The SPP has been designed to allow
shareholders to subscribe for new shares in Oropa at a price which is at a discount to market, and
without participants being required to pay brokerage or other costs that would normally apply to an onmarket
purchase of shares.
The Directors have selected a discount of 15% to the average volume weighted market price for this
offer which is intended to reward the Company’s many long-term shareholders for their loyalty and
continued support. The implementation of the SPP is timed to position those shareholders that wish to
participate, ahead of an active and exciting exploration program planned for the remainder of 2009 and
leading into 2010.
This offer under the SPP will provide an opportunity to any existing Shareholder holding an
unmarketable parcel of shares (being less than $500 worth of shares) to top up their shareholding and
accordingly trade their shares on the ASX.
The proceeds of the SPP are being used to fund activities primarily associated with the Pungkut gold
project and other activities related to its existing mineral portfolio. In particular, funds will assist with the
advancement of exploration works as part of a pre-feasibility study for the Sihayo-Sambung resource
area and nearby extensions, along with regional exploration associated with other highly prospective
areas within the Contract of Work (“CoW”), including those that will become accessible to the Company
within the western portions of the CoW that had previously been quarantined from exploration due to a
proposed National Park boundary.
Drilling has resumed on the open extensions to the Sihayo 1 North resource and additional drill rigs are
planned to be mobilised in coming months to increase the momentum of work to convert the already
identified Inferred Resource into a more appropriate JORC compliant Indicated/Measured Resource.
Your Directors firmly believe that Pungkut has now achieved a critical mass and that the stock market is
not reflecting that value in the present share price of Oropa.
The Directors are optimistic that the positive outcome to the November 2008 Scoping Study will
translate into a more meaningful future feasibility study that delivers results consistent with our view of
the project’s potential – this should be more favorably accepted by the market and reflect in a positive
re-rating of Pungkut (and therefore Oropa’s share price) as momentum builds over the coming period.
Such results will clearly define a path towards a full bankable feasibility study being planned during 2010
to assess the commercial viability of mining operations at Pungkut.
25 Charles Street, South Perth WA 6151 PO Box 1013, South Perth WA 6951
Telephone: (08) 9368 4544 Facsimile: (08) 9368 4522
Web: www.oropa.com.au Email: [email protected]
ACN: 009 241 374
-2-
The subscription price for this SPP will be 85% of the volume weighted average price (‘VWAP’) of
existing fully paid ordinary Oropa shares quoted on the ASX during the period of 5 days on which sales
are recorded immediately prior to the closing date of 29 June 2009 (‘Closing Date’)
Offer A: Shares totaling - $1,000
Offer B: Shares totaling - $2,500
Offer C: Shares totaling - $5,000
The number of New Oropa Shares that will be issued to you will depend on:
(a) the amount you invest ($1,000, $2,500 or $5,000); and
(b) The subscription price for each New Oropa Share.
The number of New Oropa Shares that you will receive cannot be determined until the Closing Date at
which time the subscription price can be calculated.
It is only shareholders of Oropa registered as at 5pm on Monday 8 June 2009 who are afforded the
opportunity to participate in the Plan. The rights of shareholders eligible to participate under this plan are
not transferable.
The record date for participation is 8 June 2009 and the closing date for the offer is Monday 29
June 2009.
A copy of the invitation to participate in the offer together with the terms and conditions of the SPP
follows. Any queries concerning the offer should be directed to Oropa’s share registry Security
Transfers on:
Telephone: (61 8) 9315 2333
Facsimile: (61 8) 9315 2233
Email: [email protected]
The Directors, recommend this offer under the Oropa SPP to you, and welcome your ongoing support.
All of the Directors intend, in respect of their own shareholdings, to apply for entitlements of new shares
under the Plan.
Yours faithfully,
OROPA LIMITED
BRUCE N TOMICH
Chief Executive Officer
OROPA LIMITED
(ABN 77 009 241 374)
SHARE PURCHASE PLAN
This is an important document and should be
read in its entirety. If you have any doubts as to
what you should do, you should seek advice
from your stockbroker, accountant, solicitor or
other professional adviser.
SHARE PURCHASE PLAN OFFER
KEY DATES
DATE EVENT DESCRPITION
Thursday 28 May 2009 Announcement Date Share Purchase Plan announced
Monday 8 June 2009 Record Date The date on which Oropa
determines eligible shareholders.
Monday 15 June 2009 Opening Date Share Purchase Plan opens
Monday 29 June 2009 Closing Date Share Purchase Plan closes
Monday 6 July 2009 Issue Date Shares issued on Share Purchase
Plan
Thursday 9 July 2009 Quotation
Commences
Shares issued under Share
Purchase Plan expected to
commence quotation on ASX.
The above timetable is indicative only. Oropa reserves the right to vary any of the key dates
above, including the Closing Date and the Issue Date, without further notice.
SPP TERMS AND CONDITIONS
The Company’s share purchase plan (“SPP”) allows eligible shareholders to acquire additional
small parcels of fully paid ordinary shares in the company (“shares”) or to round up existing
holdings.
1. Eligibility
To be eligible to participate in the SPP, you must be a registered holder of fully paid
ordinary shares in Oropa as at 5pm (WST) on Monday 8 June 2009 with a registered
address in Australia or New Zealand (“Eligible Shareholders”).
2. Application for Shares
The amount an Eligible Shareholder may invest under the SPP is limited. An Eligible
Shareholder may only apply for a parcel of shares with a value of:
A$1,000; A$2,500; or A$5,000
Joint / Multiple Holdings
If an Eligible Shareholder receives more than one copy of this booklet, or if an Eligible
Shareholder holds shares in more than one capacity (i.e. because they are both a sole and
joint holder of shares), the maximum amount the Eligible Shareholder may apply to invest
under the SPP in all capacities is A$5000. Joint holders of shares are taken to be a single
registered holder of shares for the purposes of determining whether they are an Eligible
Shareholder and the certification on the SPP Application Form is taken to have been given
by all of them.
Trustee / Nominee Holdings
If an Eligible Shareholder acts as a trustee or a nominee and is expressly noted on the
share register as holding shares on account of a named beneficiary, the named beneficiary
will be taken to be the registered holder of those shares. An application for shares,
certification or issue of shares to the trustee or nominee will be taken to be an application
or certification by, or an issue to, the named beneficiary.
3. Non-Renounceable Offer
The offer under the SPP is non-renounceable. Eligible shareholders cannot transfer their
right to acquire shares under the SPP to another person.
4. Rights Attaching to Shares
All shares issued under the SPP will rank equally with existing Oropa shares and will carry
the same voting rights and other entitlements as at the issue date.
5. PRICE OF NEW OROPA SHARES
The price of New Oropa Shares to be issued under the plan will be determined by
calculating a discount to the volume weighted average price (‘VWAP’) of existing fully paid
ordinary shares in Oropa quoted on the ASX during the period of five days on which sales
are recorded immediately prior to the Closing Date specified by the Directors of Oropa as
the date determining the price of the new Oropa shares under the plan.
The market price of Oropa Shares may rise or fall between now and the date when the new
Oropa shares are issued in accordance with the SPP. As the final subscription price will not
be known until the Closing Date, shareholders should be aware that if the market price
rises in the period between the date of your application and the Closing Date, the number
of new Oropa shares you will receive may decrease. On the other hand, if the market price
falls, the number of new Oropa shares you will receive may increase.
While fluctuations in Oropa’s share price between the date of your application and the
Closing Date may affect the number of new Oropa shares that you receive, determining the
subscription price based on the VWAP for Oropa shares in the 5 days prior to the Closing
Date will minimise the potential fluctuations in the value of your Oropa shares at the
Closing Date. Setting the subscription price at a 15% discount to the VWAP in the 5 days
prior to the Closing Date will also help to protect the value of your investment against the
changes in the market price of your investment against the changes in the market price of
Oropa’s shares between the date of your application and the Closing Date.
6. Number of Shares Issued
Number of shares to be issued = Amount invested (A$)
Issue Price
The number of shares issued to an Eligible Shareholder will be rounded up to the nearest
whole number of shares.
7. How to Apply
If an Eligible Shareholder wishes to participate in the SPP, they must follow the instructions
set out on the enclosed “Share Purchase Plan Application Form”. A completed “Share
Purchase Plan Application Form” together with your cheque made payable to “Oropa
Limited Share Purchase Plan Account” must be sent in the reply paid envelope so that it is
received by Oropa’s share registry by no later than 5pm (WST) on Monday 29 June 2009,
unless the closing date is otherwise extended by Oropa.
8. Issue Date
The New Oropa Shares will be issued under the SPP on or about Monday 6 July 2009 and
quotation on the ASX will commence on or about Thursday 9 July 2009.
9. Cost of Participation
No brokerage, commission, stamp duty or other transaction cost will be payable by a
shareholder in respect of an issue of New Oropa Shares under the SPP.
10. Variation and Termination
Oropa may modify or terminate their plan at any time.
Oropa will notify the ASX of any modification to, or termination of, the plan. The omission to
give notice of any modification to, or termination of, the plan or the failure of the ASX to
receive such notice will not invalidate the modification or termination.
Without limiting the above, Oropa may issue to any person fewer new Oropa shares than
the person applied for under the plan if the issue of the new Oropa shares applied for
would contravene any applicable law or the Listing Rules of the ASX.
11. Disputes
Oropa may settle in any manner it thinks fit any difficulties, anomalies or disputes which
may arise in connection with or by reason of the operation of the plan whether generally or
in relation to any participant, application or New Oropa Shares and the decision of Oropa
will be conclusive and binding on all shareholders and other persons to whom that
determination relates.
Oropa reserves the right to waive strict compliance with any provision of these terms and
conditions. The powers of Oropa under these conditions may be exercised by the Directors
of Oropa or any delegate of the Directors.
12. Foreign Shareholders
The distribution of this booklet in jurisdictions outside of Australia and New Zealand may be
restricted by law and persons who come into possession of this booklet should seek their
own advice on and observe any such restrictions. Any failure to comply with such
restrictions may constitute a violation of application securities laws. This booklet (and the
accompanying Share Purchase Plan Application Form) does not constitute an offer of, or
invitation to subscribe for securities in any place in which, or to any person to whom, it
would not be lawful to make such an offer or invitation.
Shareholders resident outside Australia and New Zealand should consult their professional
advisers as to whether, in order to enable them to participate in the SPP, any governmental
or other consents are required or other formalities need to be observed. Where this
booklet has been sent to shareholders with registered addresses outside Australian and
New Zealand who are not entitled to participate, it is sent to them for information purposes
only.
13. Effect of Receipt
Receipt by Oropa’s share registry of a completed Share Purchase Plan Application Form
(“SPP Application Form”) will:
a) constitute acceptance of the offer in accordance with the terms and conditions of the SPP
and the constitution of Oropa by the shareholder(s) named on the SPP Application Form;
b) represent a certification by the shareholder named on this form that the aggregate of the
application price the subject of the application and any other shares in Oropa applied for
under the SPP or any other share purchase plan or similar arrangement in the last 12
months does not exceed A$5,000;
c) Authorise Oropa (and its offers and agents) to correct any error in, or omission from, your
SPP Application Form and to complete the SPP Application Form by the insertion of any
missing details;
d) Means you agree to indemnify Oropa for, and to pay to Oropa within five business days of
demand, any dishonor fees or other costs Oropa may incur in presenting a cheque for
payment which is dishonoured;
e) Serve as acknowledgement that Oropa is not liable for any exercise of its discretions
referred to in these Terms and Conditions; and
f) Means you irrevocably and unconditionally agree to the Terms and Conditions and agree
not to do any act or thing which would be contrary to the spirit, intention or purposes of the
SPP.
14. Governing Law
The terms and conditions are governed by the laws in force in Western Australia and are to
be interpreted in accordance with their spirit, intention and purpose.
SHARE PURCHASE PLAN APPLICATION FORM
THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT,
PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER.
OROPA LIMITED
ABN 77 009 241 374
Share Registry:
Security Transfer Registrars Pty Ltd
All Correspondence to:
PO BOX 535, APPLECROSS WA 6953
770 Canning Highway, APPLECROSS WA 6153
T: (08) 9315 2333 F: (08) 9315 2233
E: [email protected]
W: www.securitytransfer.com.au
NON-RENOUNCEABLE OFFER CLOSING AT 5.00PM WST ON 29 JUNE 2009
THE NUMBER OF NEW OROPA LIMITED SHARES TO BE ISSUED BY OROPA LIMITED ON THE ISSUE DATE WILL BE DETERMINED BASED ON A SUBSCRIPTION PRICE FOR EACH NEW OROPA
LIMITED SHARE EQUAL TO 85% OF THE VOLUME WEIGHTED AVERAGE MARKET PRICE (AS DEFINED IN THE LISTING RULES OF THE AUSTRALIAN SECURITIES EXCHANGE LIMITED) OF EXISTING
FULLY PAID ORDINARY SHARES IN OROPA LIMITED QUOTED ON THE ASX DURING THE PERIOD OF 5 DAYS ON WHICH SALES WERE RECORDED IMMEDIATLEY PRIOR TO THE OFFER CLOSING
ON 29 JUNE 2009. To the Directors of OROPA LIMITED, I/We do hereby accept (please mark one box only):
�� OFFER A
AMOUNT ENCLOSED (AUD$)
$5,000 �� OFFER B
AMOUNT ENCLOSED (AUD$)
$2,500 �� OFFER C
AMOUNT ENCLOSED (AUD$)
$1,000
of my/our entitlement to subscribe for the above mentioned Shares.
I/We enclose my/our payment for fully paid ordinary shares applied for above. I/We hereby authorise you to place my/our name(s) on the register of members in respect of the new fully paid shares
allotted to me/us and I/we agree to be bound by the Company’s Constitution and the terms of the OROPA LIMITED Share Purchase Plan.
I/We hereby certify that the amount of shares subscribed for by me/us pursuant to the OROPA LIMITED Share Purchase Plan (being a maximum of $5000 worth of shares) does not exceed $5000,
taking into account the shares the subject of this application and any other shares applied for by me/us under the SPP or any similar arrangement within the 12 months prior to this application
including joint and other beneficial interests.
PAYMENT BY ELECTRONIC FUNDS TRANSFER (EFT)
Shareholders may elect to pay for their entitlement via (EFT) and deposit funds directly to the following bank account.
BSB NO: 086 006 ACCOUNT NUMBER: 8354 62844
EFT REFERENCE NUMBER: This number must be quoted at the point of EFT in order for your funds to be allocated correctly.
YOU MUST FAX, POST OR EMAIL A COPY OF YOUR BANK RECEIPT TOGETHER WITH A COPY OF YOUR COMPLETED ENTITLEMENT FORM TO
SECURITY TRANSFER REGISTRARS IN ORDER FOR YOUR APPLICATION TO BE PROCESSED.
PAYMENT BY CHEQUE
Cheque(s) must be made payable to “OROPA LIMITED” and crossed "not negotiable". Cheque(s) not properly drawn may be rejected. Cheques will generally be
deposited on the day of receipt. If cheque(s) are dishonoured the application will be rejected.
PAYMENT BY CREDIT CARD
Shareholders may elect to pay for their entitlement using their credit card. Please debit my card: �� MASTERCARD �� VISA
Card Number Expiry Date
/
Cardholder’s Name Signature
IF YOUR APPLICATION FORM FOR PAYMENT BY CREDIT CARD IS FAXED, DO NOT SEND THE ORIGINAL BY POST.
Please provide a daytime (business hours) telephone number so that we can contact you if we have any questions.
Name: Telephone Number
NOTE: Return of the completed application form, together with your payment for the application monies, will constitute your offer to subscribe for new shares in the Company, and your acceptance of the Terms
and Conditions of the OROPA LIMITED Share Purchase Plan.
THIS SHARE PURCHASE PLAN APPLICATION FORM WITH YOUR PAYMENT MUST BE LODGED WITH THE SHARE REGISTRY
OR MAILED IN THE RETURN ADDRESSED ENVELOPE PROVIDED, AND MUST BE RECEIVED NOT LATER THAN 5.00PM WST ON 29 June 2009.
«Holder_Name»
«Address_Line_1»
«Address_Line_2»
«Address_Line_3»
«Address_Line_4»
«Address_Line_5»
ORP
ORP
«TY»«Holder_No»
Record Date: 8 June 2009
Share Registry Use Only
EFT REFERENCE NUMBER:
«EFT_REFERENCE_NO»
SPP: 599
Registered Office:
25 CHARLES STREET
SOUTH PERTH WA 6151
+ +
SHARE PURCHASE PLAN APPLICATION FORM
THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT,
PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER.
OROPA LIMITED
ABN 77 009 241 374
CERTIFICATION
By completing and returning this Application Form, with my cheque(s) or bank receipt for the application monies, I/we hereby:
1. Acknowledge that I/we have read and understood the Terms of OROPA LIMITED Share Purchase Plan;
2. Agree to be bound by the terms of the OROPA LIMITED Share Purchase Plan and the Company's Constitution.
3. Agree to accept any lesser number of new shares than the number of new shares applied for; and
4. Certify that the amount of shares subscribed for by me/us pursuant to the OROPA LIMITED Share Purchase Plan (being a maximum
of $5000 worth of shares) does not exceed $5000, taking into account the shares the subject of this application and any other shares
applied for by me/us under the SPP or any similar arrangement within the 12 months prior to this application including joint and other
beneficial interests.
INSTRUCTIONS TO COMPLETE APPLICATION FORM
• Completion of Application Form
If the amount owed is a different amount to the actual total of cheques included with this Application Form, the Company reserves the
right to either reject your application or accept it in respect of the lesser of your stated subscription amount or your actual payment total.
Receipts for payment will not be issued.
Please complete all relevant sections of the Application Form using BLOCK LETTERS.
Please see the instructions below under the heading "Payment" in relation to how you may pay for the new shares subscribed for.
• How to Lodge your Application
The completed Application Form, together with your payment for the full amount applied for as indicated on the front of the application
form ; should be enclosed and returned in the return addressed envelope provided with this Application. This must be received by
Security Transfer Registrars or the Company by 5.00PM WST on 29 June 2009.
The Company's Share Registry is located at the addresses set out below:
Security Transfer Registrars Pty Ltd Security Transfer Registrars Pty Ltd
PO Box 535 770 Canning Highway
Applecross WA 6953 Applecross WA 6153
• Payment
You may pay for the new shares applied for by Electronic Funds Transfer (EFT), cheque or Credit Card. Cash payment will not be
accepted. Payments must be made in Australian Currency and cheque(s) must be drawn on an Australian Bank.
PAYMENT BY ELECTRONIC FUNDS TRANSFER (EFT)
Shareholders may elect to pay for their entitlement via (EFT) and deposit funds directly to the following bank account:
BSB NO: 086 006 ACCOUNT NUMBER: 8354 62844
EFT REFERENCE NUMBER: (as provided on the front of this form).
This reference number must be quoted at the point of EFT in order for your funds to be allocated correctly.
PAYMENT BY CHEQUE
Cheque(s) must be made payable to “OROPA LIMITED” and crossed "not negotiable". Cheque(s) not properly drawn may be
rejected. Cheques will generally be deposited on the day of receipt. If cheque(s) are dishonoured the application will be rejected.
PAYMENT BY CREDIT CARD
Shareholders may elect to pay for their entitlement via Credit Card. Please complete your credit card details on the front of
the entitlement form.
If your Application Form for payment by Credit Card is faxed, DO NOT SEND THE ORIGINAL BY POST.