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FSE - Firestone Energy Limited - New Issue Announcement, Application for
Quotation of Additional Securities and Agreement
FIRESTONE ENERGY LIMITED
(formerly Centralian Minerals Limited)
(Registration number: ABN 058 436 794)
(SA company registration number: 200/023973/10
Share code on the JSE: FSE
Share code on the ASX: FSE
ISIN: AU000000FSE6
("FSE" or "the Company")
New issue announcement, application for quotation of additional securities and
agreement
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 Convertible Notes
2 Number of +securities issued or to be issued
(if known) or maximumnumber which may be issued 6
(Maximum that may be issued - 50, of which
a maximum of 29 remain unissued)
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) Each note can ` be converted into 12,500,000
ordinary shares. Conversion at any time with
repayment date 18 December 2012 (3 notes); 21 January 2013 (3 notes).
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 notrank 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 Not until after
conversion
5 Issue price or consideration $3,000,000 (6 @ $500,000
per Note)
6 Purpose of the issue (If issued as consideration for the
acquisition of assets, clearly identify those assets) Meeting commitments due
to Joint Venture with Sekoko Coal (Pty) Limited and working capital requirements
as announced to the ASX on 11 September 2009.
7 Dates of entering +securities into uncertificated holdings or
despatch of certificates 5 February 2010
Number +Class
8 Number and +class of all +securities quoted on ASX
(including the securities in clause 2 if applicable) 2,331,300,464
Ordinary fully paid
shares (FSE)
Number +Class
9 Number and +class of all +securities not quoted on ASX
(including the securities in clause 2 if applicable) Unlisted Options
Exercise Expiry
30,000,000 FSEAK 5 cents 30 Nov 2012
110,000,000 FSEAM 6 cents 31 May 2013
96,904,767 FSEAO 6 cents 30 Jun 2013
25,875,000 FSEAI 6 cents 30 Jun 2014
Unlisted Convertible Conversion Number 12,500,000 per note
Repayment Dates
Notes
Con Note 1 - 12 FSEAQ 2 October 2012
Con Note 2 - 3 16 November 2012
Con Note 3 - 3 18 December 2012
Con Note 4 - 3 21 January 2013
10 Dividend policy (in the case of a trust, distribution policy) on the
increased capital (interests) Dividends may be paid to
ordinary shareholders
as the Directors resolve, but may only be paid
out of profits of the Company.
Part 2 Bonus issue or pro rata issue
11 Is security holder approval required' N/A
12 Is the issue renounceable or nonrenounceable' N/A
13 Ratio in which the +securities will be offered N/A
14 +Class of +securities to which the offer relates N/A
15 +Record date to determine entitlements N/A
16 Will holdings on different registers (or subregisters) be
aggregated for calculating entitlements' N/A
17 Policy for deciding entitlements in relation to fractions N/A
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.
N/A
19 Closing date for receipt of acceptances or renunciations N/A
20 Names of any underwriters N/A
21 Amount of any underwriting fee or commission N/A
22 Names of any brokers to the issue N/A
23 Fee or commission payable to the broker to the issue N/A
24 Amount of any handling fee payable to brokers who lodge
acceptances or renunciations on behalf of +security holders N/A
25 If the issue is contingent on +security holders` approval, the
date of the meeting N/A
26 Date entitlement and acceptance form and prospectus or Product
Disclosure Statement will be sent to persons entitled N/A
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 N/A
28 Date rights trading will begin (if applicable) N/A
29 Date rights trading will end (if applicable) N/A
30 How do +security holders sell their entitlements in full through
a broker' N/A
31 How do +security holders sell part of their entitlements through
a broker and accept for the balance' N/A
32 How do +security holders dispose of their entitlements (except by
sale through a broker)' N/A
33 +Despatch date N/A
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 (TICK)
(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
Entities that have ticked box 34(b)
38 Number of securities for which +quotation is sought N/A
39 Class of +securities for which quotation is sought N/A
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 N/A
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) N/A
Number +Class
42 Number and +class of all +securities quoted on ASX N/A
(including the securities in clause 38)
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.
- 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. 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.
Signed Date: 5 February 2010
Company secretary
Rance Dorrington
Pretoria
5 February 2010
Corporate Adviser and Sponsor
River Group
Date: 05/02/2010 10:37:01 Supplied by www.sharenet.co.za
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