Offeror(s): Titan Resource Group Inc

Independent Adviser(s): Ferrier Hodgson (Rule 18)

Company Meeting Date: 05/04/2002

Offer Type: Full

Apple Fields Limited (“AFL”) announced that it had entered into a restructured contract with Titan Resource Group Inc of Delaware, USA (“Titan”) and SABC Project Management Pty Ltd of Adelaide, South Australia (“SABC”).

Under the terms of the transaction with Titan, AFL would issue ordinary shares to Titan as consideration for the progressive purchase of certain assets over the next two years. AFL would receive a monthly volume of precious metals, of at least $47,500 in value. If there was a shortfall in the supply of metals in any month, Titan would provide a cash top-up. The issue price for the shares was to be the greater of the prevailing market price, as each tranche of the metals was received, or $0.25 per share, rising to $0.50 per share over the first year.

Under the agreement with SABC, AFL would issue equity securities in AFL to the value of $450,000 in two tranches, the first at $0.15 per share and the second at $0.25 per share (the prevailing market price at the time). The total number of shares proposed to be issued was 2.7 million. The funds raised would be used to repay the loan advances made by SABC to AFL and to meet operational costs. Any further expenses incurred to complete these transactions would be funded by SABC and such advances would be repaid by the issue of equity securities at a price being the greater of AFL’s market price or $0.25 per share.

Shareholder approval was required for the two proposed allotments under rule 7(d). At the annual meeting on 5 April 2002, shareholders approved the allotments.

 

Ferrier Hodgson Finance prepared a rule 18 independent adviser’s report on the merits of the allotments.