3 August Dear Partly Paid Shareholder CALL NOTICE: CALL DUE ON OR BEFORE 23 AUGUST 2012

Transcription

1 3 August 2012 Dear Partly Paid Shareholder CALL NOTICE: CALL DUE ON OR BEFORE 23 AUGUST 2012 As noted in its announcement to ASX on 20 July 2012, Greenvale Mining NL (Company or Greenvale) gives notice that a call has been made for the amount of $0.15 (15 cents) per partly paid share (Partly Paid Share) payable on or before 5.00pm (AEST) on 23 August 2012 (Call). The Call is made in accordance with the terms of issue of each of the 7,164,172 Partly Paid Shares on issue. The Partly Paid Shares trade on ASX under the ASX Code: GRVCA. This Call Notice incorporates the accompanying Call Payment Notice which provides details of your holding of Partly Paid Shares and the Call payable by you in relation to those Partly Paid Shares. This Call Notice and the accompanying Call Payment Notice each contain important information on the total amount due under the Call and how the Call can be paid. Please read this Call Notice and the accompanying Call Payment Notice carefully. Importantly, if you fail to pay the Call within 14 days after it is due (7 September 2012) the Partly Paid Shares on which the Call is not made will be forfeited under section 254Q of the Corporations Act 2001 (Cth) (Act). The following update on Greenvale and its prospects is provided in this Call Notice to enable you to be more fully informed in making your decision in relation to payment of the Call. Set out after the update is further information on the Call and the consequences of non-payment of the Call, including further information relating to forfeiture of Partly Paid Shares.

2 GREENVALE UPDATE AND DETAILS ON SHARES The Company is continuing to maintain the standing of its tenement assets whilst it reviews technologies for the processing of shale oil assets. This Call is part of the Company s capital management program to ensure that the Company is suitably resourced to support the next phase of development. Upon completion of the Call, the Company will undertake a sale of any unmarketable parcels. CONSEQUENCES OF NON-PAYMENT OF THE CALL If you do not make the requisite payment on the Call by 14 days after the date which the Call is due and payable, you will forfeit the Partly Paid Shares on which you have failed to pay the Call. If your Partly Paid Shares are forfeited for non-payment of the Call, you will have a statutory right to redeem all or any of those Partly Paid Shares at any time up to 5.00pm (AEST) on the day prior to the date of the proposed auction of the forfeited Partly Paid Shares which will be held no later than 24 September Details of the auction of any forfeited Partly Paid Shares will be provided to you as set out in Annexure A. The information set out in Annexure A is provided in compliance with the ASX Listing Rules to assist you in complying with the Call Payment Notice. FURTHER INFORMATION For further information, please contact Winton Willesee, Company Secretary on (08) or winton@azc.com.au.

3 ANNEXURE A Amount of Call Consequences of non-payment of Call Price information on Partly Paid Shares (ASX Code: GRVCA) As set out in the accompanying Call Payment Notice, the Call is an amount of $0.15 (15 cents), being the entire amount outstanding, per Partly Paid Share. If a holder of Partly Paid Shares fails to pay the Call within 14 days after the Call due date of 23 August 2012, the Partly Paid Shares on which the Call has not been paid will be automatically forfeited under section 254Q(1) of the Act and all forfeited Partly Paid Shares which are not redeemed will be sold by the Company at a public auction convened and conducted in accordance with the Company s Constitution, the ASX Listing Rules and the Act. That auction will be advertised 14 to 21 days before it takes place and it must take place within 6 weeks after the date for payment of the Call is due (although it can be postponed in accordance with the Act, the ASX Listing Rules and the Company s Constitution). If forfeited Partly Paid Shares are sold at this auction, the proceeds of sale will be applied in the following order in paying: 1. the expenses of the sale; 2. expenses necessarily incurred in respect of the forfeiture; and 3. the unpaid Call. The balance of the proceeds of sale of the forfeited Partly Paid Shares (if any) will be then be paid to those persons whose Partly Paid Shares were forfeited and sold according to their respective entitlements. If your Partly Paid Shares are liable to be forfeited for nonpayment of the Call, you will receive a further notice from the Company setting out your alternatives and advising the amount you must pay to avoid forfeiture or otherwise to redeem them. Latest available price of Partly Paid Shares (GRVCA) before Call announced on 20 July 2012: $0.008 on 10 May Latest available price of Partly Paid Shares (GRVCA) before 3 August 2012: $0.008 on 10 May The Highest and Lowest market price of Partly Paid Shares (GRVCA) in the last three months before 3 August 2012 are represented by one traded during the period: $0.008 on 10 May Price information on fully paid Shares (ASX Code: GRV) (Fully Paid Shares) Latest available price of Fully Paid Shares (GRV) before Call announced on 20 July 2012: $0.067 on 19 July Latest available price of Fully Paid Shares (GRV) before 3 August 2012: $0.067 on 30 July Highest market price of Fully Paid Shares (GRV) in the three months before 3 August 2012: $0.130 on 1 May Lowest market price of Fully Paid Shares (GRV) in the three months before 3 August 2012: $0.072 on 18 May 2012.

4 Key dates The key dates in relation to the Call and how the Partly Paid Shares will trade on ASX prior to and after the date for payment of the Call are set out opposite Date 20 July August August August August September September 2012 Action Call announced Despatch of Call Notice Last day for trading the call unpaid Partly Paid Shares Call due and payable by close of business on this date (5.00pm AEST) Last day for share registry to accept transfers of call unpaid Partly Paid Shares Entry of Call paid on Partly Paid Shares on register and despatch of new holding statements Notification of forfeiture to holders of Partly Paid Shares forfeited for nonpayment of the Call setting out the details of the proposed auction of forfeited Partly Paid Shares and right of redemption Auction of forfeited Partly Paid Shares Use of Funds Amount Spent on Exploration and administration since date of Company s last audited accounts Update on the Company s projects Directors holdings and intention Tax advice The auction of any forfeited Partly Paid Shares will be advertised between 14 and 21 days before it takes place and will take place no later than six weeks after 23 August The Company has no specific exploration programme proposed to be funded by the proceeds of the Call and no specific exploration programme is recommended for the use of those funds. The funds raised from the Call will be used for general working capital purposes and to fund the Company s ongoing exploration programmes as they evolve. Based on the Company s unaudited management accounts the amount spent by the Company and its subsidiaries on exploration and administration since the date of the Company s last audited accounts (31 December 2011) will be: an amount of approximately $10,097 on exploration up to the end of 30 June 2012; an amount of $233,566 on administration up to the end of 30 June The Company is continuing to maintain the standing of its tenement assets whilst it reviews technologies for the processing of shale oil assets. Absent significant changes in circumstances between the date of the Call Notice and the due date for payment of the Call, the Directors will pay the Call on all Partly Paid Shares held in their own names or in the names of their respective interests. The total number of Partly Paid Shares held by the directors and their respective interests is 28,800. Holders of Partly Paid Shares are encouraged to obtain their own independent advice as to the effect on their Partly Paid Shares, including taxation implications, of paying or failing to pay the call.

5 ABN All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: From outside Australia: ASX Code: GRVCA Website: THIS IS AN IMPORTANT DOCUMENT. Should you have any doubt about how to deal with it please consult a financial adviser. SRN/HIN: Number of Partly Paid Shares held on 30 July 2012: Total amount payable at A$0.15 per Partly Paid Share: [X,XXX] A$[X,XXX] Date of this Reminder: 3 August 2012 Call Payment Due Date: 23 August 2012 The sum of A$0.15 per partly paid Share is payable no later than 5:00pm (AEST) on 23 August If trading has occurred between the date of this notice and the last day for trading the partly paid Shares, this payment must cover the balance of Shares held after settlement of trading has occurred. Share PRICES Latest available price of Partly Paid Shares before 30 July 2012: Highest market price of Partly Paid Shares in the three months before 30 July 2012: Lowest market price of Partly Paid Shares in the three months before 30 July 2012: Consequences of Non-Payment Refer to the back of this Call Notice for the consequences of non-payment. A CALL NOTICE FINAL INSTALMENT NOTICE PAYMENT OPTIONS To make payment, you have two options detailed below. Option 1: Paying By Bpay If paying by Bpay, refer to the instructions overleaf. You do NOT need to return the acceptance slip below if you elect to make payment by Bpay. Payment must be received via Bpay before 5:00pm (AEST) on 23 August You should check the processing cut off-time for Bpay transactions with your bank, credit union or building society to ensure your payment will be received by the Registry in time. By paying by Bpay you will have deemed to have completed an Application Form for the number of Shares subject of your application payment. Biller Code: Ref: Please detach and enclose with payment Please complete information below, detach and send in with accompanying payment by the Closing Date. A$0.008 A$0.008 A$0.008 Option 2: Paying by Cheque, Bank Draft or Money Order If paying by cheque, bank draft or money order, complete and return the payment slip below with your Call Payment. No signature is required on the payment slip. The payment slip with your Call Payment must be received by the Registry before 5:00pm (AEST) on 23 August Telephone & Internet Banking Bpay Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: Registered to Bpay Pty Ltd ABN See overleaf for further details and instructions on how to complete and lodge this Call Notice, or how to pay for your Call. THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SHAREHOLDER AND HOLDING RECORDED ABOVE. ABN Drawer Cheque Number BSB Number Account Number Amount of Cheque Make your cheque, bank draft or money order payable to Greenvale Mining NL and crossed Not Negotiable SRN/HIN: * B A$ C PLEASE COMPLETE HERE in case we need to contact you: Telephone Number Business Hours Telephone Number After Hours Contact Name ( ) ( )

6 Greenvale Mining NL HOW TO PAY FOR YOUR CALL Option 1: If paying by Bpay (available to Shareholders with an Australian bank account only) If you elect to make payment using Bpay you must contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. For more information: Refer to the front of this form for the Biller Code and Customer Reference Number. Payments must be received by Bpay before 5:00pm (AEST) on 23 August If the Bpay payment is for any reason not received in full, Greenvale Mining NL may treat you as paying the Call on as many Shares as the cleared monies will pay for. You should check the processing cut off-time for Bpay transactions with your bank, credit union or building society to ensure your payment will be received by the Registry in time. Shareholders using the Bpay Facility will be bound by the provisions relating to this Offer. You are not required to submit this Call Notice if you elect to make payment using Bpay. Option 2: If paying by cheque, bank draft or money order Enter your cheque, bank draft or money order details in section A. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to Greenvale Mining NL and crossed Not Negotiable. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Payment amount Enter into section B the total amount payable by you. To calculate the total amount, multiply the number of partly paid Shares held by A$0.15. If trading has occurred between the date of this notice and the last day for trading the partly paid Shares, this payment must cover the balance of Shares held after settlement of trading has occurred. Contact details Enter into section C your contact telephone number where we may contact you regarding your payment. Consequences of Non-Payment The partly paid Shares on which the call remains unpaid after the due date of 5:00pm (AEST), 23 August 2012, will be subject to forfeiture in accordance with the Constitution of the Company and the Corporations Act Partly paid Shares for which the call remains unpaid at the end of 14 days after the due date will be immediately forfeited pursuant to the Corporations Act 2001 and will be sold by way of a public auction. The proceeds will be applied towards the unpaid Instalment, interest charged and other transaction costs in respect of such sale. The balance, if any, will be paid to the registered holder of the forfeited Shares. Joint holders are jointly and severally liable to pay the Instalment. Call Timetable Last day for trading partly paid GRVCA Shares on ASX 22 August 2012 Call Payment Date 23 August 2012 Last day for Registry to accept transfers of partly paid Shares 29 August 2012 Despatch date, last day to enter the instalment paid on partly paid Shares onto the Register 5 September 2012 Privacy Clause: Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your securityholding and if some or all of the information is not collected then it might not be possible to administer your securityholding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website ( HOW TO LODGE YOUR PAYMENT SLIP A reply paid envelope is enclosed for your use. No postage stamp is required if it is posted in Australia. Alternatively, if you have lost the reply paid envelope, your completed payment slip with the payment for the call due may be mailed to the mailing address, or delivered to the hand delivery address, set out below. Your completed payment slip and payment for the call due must be received by the Registry no later than the call date shown overleaf. Mailing Address or Hand delivery Link Market Services Limited Greenvale Mining NL Reply Paid 1524 C/- Link Market Services Limited Sydney South NSW A Homebush Bay Drive RHODES NSW 2138 (Please do not use this address for mailing purposes) Make sure you send your payment slip and cheque allowing enough time for mail delivery, so Link Market Services Limited receive them no later than 5:00pm (AEST), 23 August Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Greenvale Mining NL reserves the right not to process any payment slip and cheques received after the Call Due Date. If you require information on how to complete this form please contact the Offer Information Line on if calling within Australia or if calling from outside of Australia.