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/