RANKING PARI PASSU WITH ALL OTHER
ORDINARY ISSUED SHARES IN THE ISSUED SHARE CAPITAL OF THE ISSUER.
Page 8
Restated Convertible Loan and Option Agreement
8.4
UPON THE ALLOTMENT AND ISSUE OF THE CONVERSION SHARES TO
AIMS (OR ITS AFFILIATES) IN ACCORDANCE WITH CLAUSE 8.1 AND 8.3:
8.4.1
EGI AND EGSA SHALL CAUSE THE ISSUER TO:
REGISTER AIMS (OR ITS AFFILIATES) IN ITS REGISTER OF
MEMBERS;
ISSUE AND ALLOT THE CONVERSION SHARES FULLY PAID TO AIMS
(OR ITS AFFILIATES);
DELIVER THE SHARE CERTIFICATE IN RELATION TO THE CONVERSION
SHARES (OR, IF UNCERTIFICATED, SUCH OTHER PROOF OF OWNERSHIP AS MAY BE
CUSTOMARILY ISSUED TO SHAREHOLDERS OF THE ISSUER) TO AIMS (OR ITS AFFILIATES);
8.4.2
EGSA SHALL BE DEEMED TO HAVE REPAID THE LOAN (PLUS ACCRUED
INTEREST THEREON) IN FULL AND AIMS SHALL HAVE NO FURTHER CLAIMS AGAINST EGSA IN
RELATION TO THE LOAN; AND
8.4.3
THE ISSUER WILL BE LIABLE TO PAY THE COSTS OF ALLOTTING
AND ISSUING THE CONVERSION SHARES.
9.
ISSUE OF ADDITIONAL SHARE CAPITAL
For the avoidance of doubt, it is not the Parties' intention that the Eastern
Goldfields Group shall be precluded from issuing additional shares prior to the
Conversion Shares described in clause 8 or undertaking any other corporate
action that may affect its share capital.
It is possible that the Eastern
Goldfields Group might wish to issue additional ordinary shares in order to
facilitate the acquisition of other assets that may enhance the value of the
Eastern Goldfields Group.
In such circumstances, the Parties agree that they
will revise the percentage of the issued capital of the Issuer envisaged by
clause 8 above to take into account any such changes to the share capital of the
Eastern Goldfields Group. Such a revision will be agreed by the Parties in
writing not less than 30 days prior to the Conversion Date and failing their
agreement, the revision shall be determined by the auditors of the Eastern
Goldfields Group (whose determination shall, in the absence of manifest error,
be final and binding on the Parties).
10.
FAILURE TO UNDERTAKE THE LISTING
10.1
IN THE EVENT THAT THE EASTERN GOLDFIELDS GROUP SHALL HAVE FAILED TO
CARRY OUT THE LISTING WITHIN 6 (SIX) MONTHS OF THE COMPLETION DATE (PROVIDED
THAT, IF EGSA CAN REASONABLY SHOW TO AIMS AT THE END OF SUCH 6 (SIX) MONTH
PERIOD THAT IT HAS TAKEN ALL REASONABLE AND DILIGENT STEPS TO CARRY OUT THE
LISTING, SUCH PERIOD SHALL BE EXTENDED BY A FURTHER 3 (THREE) MONTHS), OR AN
ACCEPTABLE STOCK EXCHANGE TO WHOM THE LISTING APPLICATION HAS BEEN MADE BY THE
EASTERN GOLDFIELDS GROUP HAS REFUSED THE APPLICATION TO LIST, OR THE LISTING IS
GRANTED SUBJECT TO CONDITIONS THAT ARE NOT ACCEPTABLE TO THE EASTERN GOLDFIELDS
GROUP OR AIMS (IN BOTH CASES, ACTING REASONABLY) (COLLECTIVELY REFERRED TO AS
THE LISTING DEFAULT), THEN AIMS SHALL, WITHIN 30 (THIRTY) DAYS OF THE OCCURRENCE
OF THE LISTING DEFAULT, BY NOTICE IN WRITING (CONTINGENCY NOTICE) TO EGSA HAVE
THE ELECTION TO EITHER:
10.1.1
DEMAND