KEY INFORMATION & HIGHLIGHTS
Australian Gold Holdings Limited (AGHL) is an international investment company focused on proven and high potential opportunities in the resource sector.
THE COMPANY :
· seeks to raise $3 million through the sale of 25 million shares at $0.12, as part of this Information Memorandum
· has an outstanding management team in place – with expertise in the resources sector, prospecting, mining, corporate finance, banking, resource development, mining law, joint ventures, legal & commercial structuring, business development, investor relations, and in the take over and trading of public equities.
· holds substantial exploration assets in oil and gas (Powder River Basin, Wyoming, USA), gold, copper, uranium, and other trace elements (North Queensland, Australia). All of the properties are located in rich proven resource regions. The oil & gas interests represent the foundation of a substantial blue sky opportunity for the company in the short to medium term as the Company continues its strategic drilling program on its Australian assets. In addition to these ‘traditional’ resources, the Company also supports resource technologies that are environmentally and commercially sound.
· has a business model of seeking proven resources and production revenue as a means of building sustainability
· aims to continually increase the value of its assets, as well as sell down for profit in a timely manner - for the best interests of its shareholders
· is gathering procedural advice on the instigation of an IPO on a recognised global stock exchange.
FURTHER INFORMATION:
Potential Investors are directed to the Company’s web site and are encouraged to seek further information via email if required.
Web: www.australiangoldholdings.com
Email: sw@australiangoldholdings.com
1. DETAILS OF THE OFFER
1.1 THE OFFER
A total of 25,000,000 million fully paid ordinary Shares are offered for subscription at a price of AUD$0.12 each payable in full on application. The Offer will raise $3,000,000 (less the costs of the issue). Details of the use of funds raised pursuant to this Offer are set out in Section 1.3 .
Newly issued Shares will rank equally in all respects with all other existing shares on issue.
1.2 PURPOSE OF OFFER
The purpose of the Offer is to fund:
· instigation of an IPO
· ongoing land amalgamations in the Powder River Basin, Wyoming, USA
· exploration trenching and drilling of the Project Areas;
· corporate and administrative activities of the Company; and
· costs of the Offer.
1.3 USE OF FUNDS
The funds raised from the Offer will be broadly applied as detailed in the following table:
AMOUNT RAISED $3,000,000
Exploration and Analysis of the Project Areas $650,000
New Projects ID and Deposits $750,000
IPO $750,000
Working Capital $700,000
Expenses of the Offer: 5% commission fees $150,000
It is possible that the Company will, at some future time, need to raise additional finance by either share placement or issue, third party financing or joint venture arrangement in order to realize its further objectives.
1.4 APPLICATION AND PAYMENT FOR SHARES
Applicants should note that the company is only able to make the offer of shares under this Information Memorandum to Sophisticated Investors (within Australia – as described below) or residents outside of Australia.
Sophisticated investors are so classified if they
· earned in excess of $250,000 per year for the last two years, OR
· have in excess of $2.5 million in assets
AND can submit an accountants letter to verify this (as attached to the application form).
Overseas residents need only complete the application form and forward as described. Potential investors who reside outside of Australia should also note the provisions of Section 1.6.
For persons classified as non sophisticated investors in Australia, shares in the company can only be purchased from existing shareholders. To this extent, the Company is investigating the creation of a REGISTER OF INTERESTED BUYERS AND SELLERS (to be housed on its web site) for existing shareholders to sell shares if they should wish. This matter is currently under legal review.
Application for Shares subscribed for under this Information Memorandum can only be made on an Application Form attached to and forming part of this Information Memorandum. Please read carefully the instructions on the Application Form before completion. Applications must be for a minimum of 100,000 shares at the application price of 12 cents per share ($12,000).
1.5 PAYMENT
Payment must be made in Australian currency as follows:
1. In the case of Australian residents (classified as sophisticated investors):
a. by cheque drawn on and payable (crossed “not negotiable”) to:
Australian Gold Holdings Limited Share Application Account; or
b. by bank or telegraphic transfer to:
Australian Gold Holdings Limited Share Application Account
Suncorp Metway Bank
BSB: 484 - 799
Account: 20-200979-0
2. In the case of overseas residents - by bank or telegraphic transfer to:
Australian Gold Holdings Limited Share Application Account
Suncorp Metway Bank
BSB: 484 - 799
Account: 20-200979-0
CASH SHOULD NOT BE FORWARDED.
All Application Forms should be forwarded to:
Computershare Investor Services Pty Limited
Level 19, 307 Queen Street, Brisbane, QLD 4000
So that they are received by the Company no later than 5.00pm CST on 30th March, 2007.
Application forms not accompanied by cheque should have evidence of bank or telegraphic transfer attached.
1.6 EXPENSES OF THE OFFER
The estimated expenses of the Offer are approximately $150,000 which is payable by the Company.
The Company will pay any licensed security dealer a fee of up to 5% with respect to any Applications accepted bearing that licensed security dealer’s identification stamp. Fees exclude any GST that may be payable. No brokerage or stamp duty will be payable by the Applicant subscribing for Shares.
1.7 NON-RESIDENT INVESTORS
This Information Memorandum does not constitute an offer in any jurisdiction in which, or to any person to whom it would not be lawful to make such an offer.
Applicants resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required, or whether formalities need to be observed to enable them to subscribe for Shares pursuant to this Information Memorandum.
1.8 SPECULATIVE
The Shares offered by this Information Memorandum are of a speculative nature. Persons wishing to subscribe for Shares pursuant to this Information Memorandum should carefully read the Information Memorandum in its entirety in order to make an informed assessment of the prospects of the Company and the rights attaching to the Shares offered by this Information Memorandum, and, if in any doubt consult their professional advisers before deciding whether to apply for Shares. The Shares offered under this Information Memorandum carry no guarantee in respect of return of capital, return on investment, payment of dividends or the future value of the Shares.
1.9 CAPITAL STRUCTURE
A total of 579,411,333 shares were issued, as at January 29, 2007.
Current Shareholders include
Full Name Number of Shares % of Equity
Walter Daniel DOYLE 300 million 51.78%
Michael HARRISON 50 million 8.63%
The YT Trust (Stephen White) 50 million 8.63%
Scenic Rim Investments 77.5 million 13.37%
Balance 112 shareholders 101,911,333 17.59%
The Offer contemplated by this Information Memorandum will have an effect on the capital structure of the Company. These effects are summarised below:
Offer: AUD$3,000,000
SHARES
Current issued shares 579,411,333
Shares to be offered pursuant to the Offer 25,000,000
