Corporate finance deals Feb 4 to 8 2019

VRX Silica is pleased to announce the Company has completed an agreement with Silatec Pty Ltd for the acquisition of the Boyatup Silica Sand Project located on E69/3560 which has a total area of 105.7 km². VRX Silica will issue two million of the Company’s ordinary fully paid shares plus $10,000 in full consideration for the acquisition of Boyatup which consists of a single tenement, E69/3560.

Aura Energy is pleased to advise shareholders that it has completed a placement of 61,062,500 shares to sophisticated/institutional investors at an issue price of 1.6 cents per share to raise approximately $0.977 million.

The Board of Mareterram is pleased to advise that it has entered into a binding bid implementation agreement (BIA) with Sea Harvest Group Limited. A copy of the BIA is attached to this announcement. Sea Harvest (through its wholly-owned subsidiary Sea Harvest International Proprietary Limited) is the largest shareholder in Mareterram, currently holding voting power of 56.28%. Subject to the terms of the BIA, Sea Harvest proposes to acquire all of the fully paid ordinary shares in Mareterram not currently owned or controlled by Sea Harvest by way of an offmarket takeover offer. Sea Harvest is offering $0.25 cash per Mareterram share. The cash offer of $0.25 per Mareterram share values the entire issued capital of Mareterram at approximately $38.6 million and the acquisition price for the Offer at $16.9 million. The acquisition price will be funded from existing cash resources of Sea Harvest.

WhiteHawk, the first global online cyber security exchange enabling small-to-medium businesses to take smart action against cybercrime, provides the following update to the announcement released on 31 January 2019 relating to the placement and equity swap arrangements entered into by the Company. Following discussions with ASX, the Company and Riverfort Global Opportunities Fund PPC Ltd have agreed between them to vary the two arrangements entered into to reduce the amount of the placement and to reduce the value of the equity swap to $700,000. These changes have been made to address concerns raised by ASX in relation to the use of the Company's Listing Rule 7.1 and 7.1A capacities. The Company will now undertake a placement to raise A$1.05m before costs at 6.5c per share being a 2.99% discount to closing price as at 30 January 2019 and will see the Company issue approximately 16.15 million shares.

Tikforce refers to the ASX Announcement dated 10 July 2018 titled ‘Conversion Notices Received from Convertible Note Holders’, at ‘Annexure A’ and shareholder approval received on the 2 November 2018 to issue securities upon conversion of Convertible Notes. At its shareholder meeting, the Company obtained shareholder approval under ASX Listing Rule 7.1 to issue up to 706,335,386 Shares and 706,335,386 Options on conversion of the Convertible Notes, the terms of which were set out in the Company’s announcement dated 16 March 2018. In accordance with shareholder approval, the Shares and Options could be issued no later than 3 months after the date of the shareholder meeting held on 2 November 2018. Since the date of the shareholder meeting, a number of the convertible note holders have verbally advised the Company that they no longer wish to have their Convertible Notes converted. The Company has been in ongoing negotiation with the Convertible Note holders to have them convert in accordance with the terms of the Convertible Notes. Efforts have been unsuccessful to date and the Company now advises that it has received notices of rescission of the convertible note conversions. The effect of these notices of rescission, is that the conversion notices previously provided by the Convertible Note holders have now been withdrawn, and the terms of the Convertible Notes remain on foot, as set out in the Company’s announcement dated 16 March 2018. In particular, the maturity date of the Convertible Notes is 30 March 2019, at which time the Company may be liable to repay the Convertible Notes in full by payment of the sum of 08 6380 2555 company@tkfltd.com www.tkfltd.com TikForce Limited ABN 74 106 240 475 Suite 1, GF, 437 Roberts Road Subiaco 6008 Western Australia $2,000,000. Interest has been paid monthly on the convertible notes of $33,333 since April 2018. The interest accrual on the convertible notes is currently one months of $33,333.

Hammer Metals, is pleased to advise that it has agreed terms for a share placement to sophisticated investors to raise $1 million. The funds will enable the Company to continue with planned exploration activities. DJ Carmichael Pty has acted as Lead Manager to the offer and will receive advisory fees for its work on industry accepted commercial terms. Terms of Share Placement A placement of approximately 50,000,000 shares at $0.02 per share to raise $1,000,000 will be made to sophisticated investors and will incorporate a free attaching listed option on the basis of 1 listed option for every 2 placement shares. The options to be issued will have the same terms as the existing class of quoted options, they will be exercisable on or before 30 September 2020 by payment of $0.03. The Company reserves the right to accept over subscriptions.

Marindi Metals has been advised by Japan Oil, Gas and Metals National Corporation that it has elected to withdraw from the Joint Venture Agreement with Marindi at the Caranbirini Zinc Project in the Northern Territory. As a result, Marindi will retain 100% of the Caranbirini Zinc Project.

Roots Sustainable Agricultural Technologies today announced that it has received a financing commitment, by way of execution of a convertible securities agreement with CST Capital as trustee for The CST Investment Fund, of up to AU$1.62 million via the issue of convertible notes by the Company. The Notes will be issued in two tranches with a face value of AU$1.00 per Note, with 1,650,000 collateral CDIs over fully paid ordinary shares to be issued to the Investor prior to the first purchase of 900,000 Notes. The issuance of the collateral CDIs will be completed pursuant to the Company’s current placement capacity under ASX Listing Rule 7.1. The first tranche is for an amount of AU$0.810 million. A subsequent tranche of up to AU$0.810 million will be issued at a later date subject to mutual consent between Roots and the Investor.

New Energy Minerals announces that today it has entered into a binding Share Sale and Purchase Agreement, with Auspicious Virtue Investment Holding Limited, for the sale by New Energy of all its remaining shares in Balama Resources Pty Limited, for a total cash consideration of AUS$7,000,000. On completion of the SSPA, Auspicious Virtue Investment Holding Limited, an investment vehicle of Mr. Louis Ching, will be the sole shareholder of Balama, holding 100% of the shares on issue, an increase from its current 50% holding of the issued capital in Balama.

Winchester Energy advises that a total of $847,982 has been raised pursuant to the 1 for 2 non-renounceable offer announced 7 December 2018. Total new shares applied for was 42,399,079 representing a take-up of 30%. As set out in the Offer Document, the funds raised will be used for the drilling of the Mustang, El Dorado and Spitfire prospects, working capital and expenses of the offer. The Company, in conjunction with CPS Capital Group Pty Ltd, will now place the shortfall shares 100,175,370 representing a further $2,003,507.