Silver Mines

LSE : SVLP


March 14, 2013 08:43 ET

Publication of a Prospectus

                                              Silver Mines Limited                                                    
                                                ACN 107 452 942                                                       

                                            Supplementary Prospectus                                                  

Important Information

This supplementary prospectus is dated 11 March 2013 (Supplementary Prospectus) and was lodged with the Australian
Securities and Investments Commission (ASIC) and the Australian Securities Exchange (ASX) on the same date. 
This Supplementary Prospectus is supplementary to the prospectus issued by Silver Mines Limited ACN 107 452 942
(Company) dated 5 March 2012 in respect of an offer of Shares and Options and to facilitate the secondary trading
of a number of Shares and Options issued by the Company without a disclosure document (Prospectus).

Neither ASIC nor the ASX takes any responsibility for the contents of this Supplementary Prospectus.

Pursuant to section 719(4) of the Corporations Act 2001 (Cth) (Corporations Act), the information set out below is
taken to be included in the Prospectus. If there is a conflict between the Prospectus and the Supplementary
Prospectus, the Supplementary Prospectus will prevail. Unless otherwise indicated, terms defined in the Prospectus
have the same meaning in this Supplementary Prospectus.

This Supplementary Prospectus provides important information to assist investors in deciding whether to invest in
the Company and should be read in its entirety. If, after reading this Supplementary Prospectus, you have any
questions, you should consult your professional adviser.

1.  Effect of the Supplementary Prospectus

    The effect of this Supplementary Prospectus is that the Company must give subscribers to the Prospectus who
    have lodged Applications prior to the date of this Supplementary Prospectus, a copy of this Supplementary
    Prospectus and the right, for a period of one month from the date of this Supplementary Prospectus, to withdraw
    their Application and be repaid their Application Money together with interest.

    Whilst the Company has received Applications pursuant to the Prospectus, no Applications have been processed
    and no Shares or Options have been issued.    

2.  Amendments to the Prospectus

    The Supplementary Prospectus amends the following sections of the Prospectus namely:

    (a) the Key Offer Information section, Section 2.4 and Section 2.7 in relation to the extension of the Closing
        Date of the Offer;         

    (b) the number of Relevant Shares and Relevant Options previously issued by the Company without a disclosure
        document;  

    (c) Section 2.1; and

    (d) Section 2.3,

    in the manner set out below.

2.2 Extension of the Offer

    The Directors have resolved to extend the Closing Date of the Offer to 11 April 2013.

    All references to "12 March 2013" or the "Closing Date" in the Prospectus are to be read as being "11 April
    2013"

    All Application Forms, together with Application Monies, must be received by 5.00pm Sydney time on 11 April
    2013.

    The indicative timetable for the Offer is now as follows:

    -------------------------------------------------------------------------------------------------------
    Important dates(i)
    -------------------------------------------------------------------------------------------------------
    Supplementary Prospectus lodgement date                               11 March 2013
    -------------------------------------------------------------------------------------------------------
    Offer opens                                                           5 March 2013
    -------------------------------------------------------------------------------------------------------
    Offer closes                                                          11 April 2013
    -------------------------------------------------------------------------------------------------------
    Shareholder Approval for issue of New Shares and New                  on or about 12 April 2013
    Options
    -------------------------------------------------------------------------------------------------------
    Issue and Allotment of New Shares and New Options                     12 April 2013
    -------------------------------------------------------------------------------------------------------
    Application to ASX for Official Quotation of the New Shares           12 April 2013
    -------------------------------------------------------------------------------------------------------
    Expected despatch of holding statements                               12 April 2013
    -------------------------------------------------------------------------------------------------------
    Expected commencement of trading of New Shares and New                14 April 2013
    Options on the ASX
    -------------------------------------------------------------------------------------------------------

    *Note:

    (a) The Directors reserve the right to vary these dates for any reason.

    (b) Investors are encouraged to submit their Applications as early as possible. The Directors reserve the
        right to close the Offer earlier or later than as indicated above without notice, subject to the
        requirements of the Corporations Act.

    (c) The above dates are indicative only and may change without notice.

2.3 Number of Relevant Shares and Relevant Options

    The number of Relevant Shares and Relevant Options is amended as follows:

    (a) on the cover page of the Prospectus, "22,704,200 Shares" is amended to read "36,590,090 Shares" and
        "18,295,072 Options" is amended to read "24,547,439 Options"; and

    (b) in Section 1 on page 6 of the Prospectus, in response to the question "What is the purpose of the Offer?",
        "22,704,200 Shares" is amended to read "36,590,090 Shares" and "18,295,072 Options" is amended to read
        "24,547,439 Options".

2.4 Section 2.1

    Section 2.5, paragraph 5 of the Prospectus is deleted and the following paragraph is inserted in its place:

    The current resource estimate at Webbs is 1.49Mt averaging 245 g/t Ag, 0.27% Cu, 0.71% Pb and 1.56% Zn which
    contains approximately 11.75Moz, including Measured and Indicated JORC compliant resources of 8.4Moz of silver
    at 269 g/t Ag.*
      
    --------------------------------------------------------------------------------------------------------
    Resource Class           Tonnes (t)     Ag (g/t)         Cu %         Pb %         Zn %          Ag (oz)
    --------------------------------------------------------------------------------------------------------
    Measured                    194,000          364         0.29         0.75         1.67        2,269,000
    --------------------------------------------------------------------------------------------------------
    Indicated                   775,000          245         0.26         0.70         1.49        6,102,000
    --------------------------------------------------------------------------------------------------------
    Total M & I                 969,000          269         0.27         0.71         1.53        8,371,000
    --------------------------------------------------------------------------------------------------------
    Inferred                    522,000          201         0.27         0.71         1.61        3,375,000
    --------------------------------------------------------------------------------------------------------
    Grand Total               1,490,000          245         0.27         0.71         1.56       11,746,000
    --------------------------------------------------------------------------------------------------------

    Table 1: Current Resource Estimates for Webbs at 70 g/t Ag cut-off.

    * All information of this type is expressed in terms of the 2004 edition of the "Australasian Code for
    Reporting of Exploration Results, Mineral Resources and Ore Reserves" ("JORC Code").

    The information about the Webbs Silver Project in this Prospectus that relates to the JORC Code information is
    based on information compiled by David Hobby who is a Fellow of the Australasian Institute of Mining and
    Metallurgy (AusIMM). David Hobby has sufficient experience which is relevant to the style of mineralisation and
    the type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent
    Person as defined in the 2004 edition of the "Australasian Code for Reporting of Exploration Results, Mineral
    Resources and Ore Reserves". David Hobby consents to the inclusion in the Prospectus of the matters based on
    his information in the form and context in which they appear.

2.5 Section 2.3

    Section 2.3 of the Prospectus is deleted and the following Section 2.3 is inserted in its place:

    2.3 Purpose of the Offer

        This Prospectus has been issued to:

        - provide information on the Offer being made under this Prospectus in accordance with the requirements of
          Part 6D.2 of the Corporations Act; and 

        - remove any secondary sale restrictions and facilitate future secondary trading of the Relevant Securities
          (as defined below) in accordance with section 708A(11)(b) of the Corporations Act.

        Secondary sale issues

        By issuing this Prospectus, the Company is seeking to remove any secondary sale restrictions and facilitate
        future secondary trading of the Relevant Securities (as defined below) post the date of this Prospectus in 
        accordance with section 708A(11)(b) of the Corporations Act.

        A prospectus is required under the Corporations Act to enable persons who were issued the Relevant
        Securities to on-sell those securities within 12 months of their issue without giving disclosure to
        investors.

        On:
        - 6 June 2012, the Company issued 6,252,367 Options pursuant to a placement of securities with
          sophisticated and institutional investors;
        - 2 October 2012, the Company issued 13,885,890 Shares and 6,942,972 Options pursuant to its share purchase
          plan, as announced to the market on 31 August 2012. Following closure of the offer under the share
          purchase plan, there was a shortfall of approximately 15.8 million Shares and 7.9 million Options;
        - 1 November 2012, the Company issued 1,240,000 Shares and 620,000 Options, constituting part of the
          shortfall of the offer under the share purchase plan;
        - 5 November 2012, the Company issued 650,000 Shares and 325,000 Options, constituting part of the
          shortfall of the offer under the share purchase plan; and
        - 28 February 2013, the Company issued 20,814,200 Shares and 10,407,100 Options pursuant to the Company's
          aggregate 25% capacity to issue securities comprising its 15% entitlement under Listing Rule 7.1 and the
          approval granted by Shareholders under Listing Rule 7.1A for an additional 10% capacity at its annual
          general meeting last year.

        In aggregate, 36,590,090 Shares ("Relevant Shares") and 24,547,439 Options ("Relevant Options") (the
        Relevant Shares and the Relevant Options together comprise the "Relevant Securities") have been issued
        since 6 June 2012. The Relevant Securities were issued without disclosure to investors under Part 6D.2 of
        the Corporations Act and no cleansing notices under section 708A(5) of the Corporations Act were lodged
        with the ASX.

        The Company is in the process of making an application to the Federal Court of Australia pursuant to
        section 1322 of the Corporations Act seeking permission for the late issue of a cleansing notice(s) in
        respect of the Shares which were issued in separate tranches on 2 October 2012, 1 November 2012 and 5
        November 2012 so as to mitigate any liability arising out of any secondary trading in those Shares in the
        period prior to the issue of this Prospectus.

        The Company is not able to remedy any secondary trading in the Relevant Options prior to the date of this
        Prospectus. At the time of issue, the Relevant Options were not in a class of continuously quoted
        securities. Therefore, the Company was not entitled to issue a cleansing notice in respect of the Relevant
        Options.

        As at the date of this Prospectus, the Company has not received notice of any claims, actions or
        proceedings initiated or brought by any person in respect of any loss or liability arising out of any
        secondary trades in the Relevant Securities prior to the date of this Prospectus.

3.  Directors' authorisation

    In accordance with section 720 of the Corporations Act, each Director has consented to the lodgment of this
    Supplementary Prospectus with ASIC.

    Dated: 11 March 2013



    -----------------------------
    Signed for and on behalf of
    Silver Mines Limited
    Charles Straw
    Managing Director


    Note: All other details in relation to the terms of the Offer and other matters under the Prospectus remain
    unchanged. This Supplementary Prospectus must be read in conjunction with the Prospectus.

                                                    
To: Company Announcements Officer
    Australian Securities Exchange


14th March 2013


                                             Trading Suspension Lifted                   


On 13 March 2013, Silver Mines Limited (Company) applied to the Federal Court of Australia for orders under section
1322 of the Corporations Act in respect of procedural errors which occurred relating to an offer of shares made by
the Company under a share purchase plan on 31 August 2012 to its existing members. At the time the shares were
issued, the Company had inadvertently failed to lodge a cleansing statement in relation to those shares.  

The Company is pleased to announce today that the Federal Court of Australia has granted relief in relation to any
trading of those shares issued by the Company under the share purchase plan between 31 August and 8 March 2013. The
orders of the Federal Court of Australia are attached.    

The Australian Securities Exchange will shortly lift the suspension in relation to the trading of the Company's
securities.  

If you have any queries regarding the above please do not hesitate to contact the undersigned on +61 2 9253 0900 or
cstraw@silverminesltd.com.au.


Yours sincerely


Charles Straw
MANAGING DIRECTOR        




Silver Mines Limited
ACN 107 452 942
L5, 17-19 Bridge St,
Sydney, NSW 2000 Australia
P: +61 2 9253 0900 E: info@silverminesltd.com.au W: http://www.silverminesltd.com.au/

Contact Information

  • Silver Mines