File No. 333-64315
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Amendment No. 1 to
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES EXCHANGE ACT OF 1933
CITYVIEW ENERGY CORPORATION LIMITED
(Exact Name of Registrant as Specified in Its Charter)
Western Australia, Australia Not Applicable
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
62 Glyde Street, Suite 2, Mosman Park, Western Australia6012 - (61-8) 9385 5600
(Address and Telephone Number of Registrant's Principal Executive Offices)
Gary B. Wolff, P.C.
Legal Counsel
Attorney and Counsellor at Law
747 Third Avenue
New York, New York 10017
(212) 644 - 6446
(Name, Address and Telephone Number of Agent For Service)
Approximate date of commencement of proposed sale to the public: At the
discretion of the Converting Debenture holders after the Effective Date of this
Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, please check the following box. [ X ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title Of Each Class Amount To Be Offering Price Aggregate Offering Price Amount Of Registration
Of Securities To Be Registered (1) Per Share (2) Fee
Registered
Ordinary Fully Paid Shares 5,600,000 $0.40 $2,240,000 $660.80 *
- --------------------------- -------------------------- -------------------------- -------------------------- --------------------
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*Of the $660.80 Registration Fee, $590 was paid with the initial filing.
(1) Consists of 5,600,000 shares which are reserved for issuance pursuant to
currently issued and outstanding Convertible Debentures which will be offered
for resale by certain Selling Holders under this Registration Statement and
which Debentures require reservation of 150% of shares underlying Convertible
Debentures. If and to the extent that all of such reserved shares are not
required upon conclusion of all conversions, a post effective amendment will be
filed deregistering such shares. Also registered hereunder is such indeterminate
number of ordinary shares (hereinafter "Ordinary Shares" or "Shares") of the
Company as may become issuable pursuant to (i) any Shares issuable in exchange
for interest earned under Convertible Debentures and (ii) any anti-dilution
provisions as may be contained in the aforesaid Convertible Debentures and
related Registration Rights Agreements. Such additional Shares do not and will
not include any Shares as may otherwise be required to be issued as a result of
adjustments to the conversion price, stock dividends, stock splits or similar
transactions and Registrant is not relying upon Rule 416 with respect thereto.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933. In accordance
with Rule 457(c) of Regulation C, the estimated price for the Securities was
based on the average of the high and low reported prices on the Nasdaq SmallCap
Market on March 30, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
<PAGE>
PART 1
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus.
Item 2. Inside Front Cover Page and Outside Back
Cover Pages of Prospectus.
Item 3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges.
Item 4: Use of Proceeds
Item 5: Determination of Offering Price
Item 6: Dilution
Item 7: Selling Security Holders
Item 8; Plan of Distribution
Item 9. Description of Securities to be Registered.
Item 10. Interests of Named Experts and Counsel.
Item 11. Material Changes.
Item 12. Incorporation of Certain Information by
Reference.
Item 13. Disclosure of Commission Position on
Indemnification For Securities Act Liabilities.
PART 11
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Item 15. Indemnification of Directors and Officers.
Item 16. Exhibits
Item 17. Undertakings
Signatures
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INDEX TO EXHIBITS
Exhibit No. Description
5.1 Opinion of Gary B. Wolff, P.C., counsel to the Registrant *
10.1 Form of Securities Purchase Agreement dated June, 1998
10.2 Form of Registration Rights Agreement dated June, 1998
10.3 Form of Placement Agency Agreement dated June, 1998
10.4 Form of 2 Year Convertible Debenture dated June, 1998
23.1 Consent of Grant Thornton
23.2 Consent of Gary B. Wolff, P.C. (included in Exhibit 5.1) *
* Indicates filed with this amendment. Unless otherwise indicated all
other exhibits were filed with initial filing.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
Up to 5,600,000 Ordinary Fully Paid Shares
CITYVIEW ENERGY CORPORATION LIMITED
This prospectus ("Prospectus") relates to the offer and sale of up to
5,600,000 Ordinary Fully Paid Shares ("Shares"), of CityView Energy Corporation
Limited, an Australian corporation ("CityView Energy Corporation Limited" or the
"Company"), which Shares consist of up to 5,600,000 Shares which are issuable to
certain persons (the "Selling Holders") upon conversion of convertible
debentures, issued in June 1998, (the "Convertible Debentures") and which Shares
are being registered hereby pursuant to Registration Rights Agreements between
the Company and the Selling Holders named in this Prospectus.
The Ordinary Fully Paid Shares Covered by this Prospectus are for
purposes of conversion of up to $1,000,000 of 2 Year Convertible Debentures
bearing interest at 6% per annum issued in multiples of $500,000 each by the
Company in June 1998. The Debentures are convertible into Ordinary Fully Paid
Shares of the Company at any time after ninety (90) days after the date of
receipt of the funds by the Company for these Convertible Debentures (and before
June 3, 2000) at the Conversion Price equal to 75% of the average closing bid
price for ordinary fully paid shares in the Company on either the National
Association of Securities Dealers ("NASDAQ") Small Capital Market stock exchange
or the Australian Stock Exchange Limited ("ASX") for the five (5) trading days
immediately preceding the conversion date. Interest accrues from the date of
receipt of the funds by the Company up to the date of conversion into ordinary
fully paid shares, or June 3, 2000 if no conversion has taken place. The accrued
interest at the date of conversion may be converted into ordinary fully paid
shares of the Company on the same basis as the Convertible Debenture principal
amount or may be paid in cash at the Company's option. Each holder of
Convertible Debentures on June 3, 2000, has the right to demand, by written
payment notice to the Company that payment of all principal and accrued interest
on balance of unconverted Debentures be paid to such holder in cash in US
dollars on June 3, 2000. Each outstanding Convertible Debenture for which no
written payment notice is received by the Company in a timely manner
automatically shall be converted into ordinary fully paid shares of the Company
on the same basis described above.
The Shares may be offered and sold from time to time by the Selling
Holders named herein (or by their transferees, pledgees, donees or their
successors pursuant to the Prospectus) in transactions on the NASDAQ SmallCap
Market, in negotiated transactions or otherwise at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Securities may be sold by the Selling Holders from time
to time directly to purchasers or through agents, underwriters or dealers who
may receive compensation in the form of discounts, concessions or commissions
from the Selling Holders or the purchasers of the Securities for whom such
agents, underwriters or dealers may act. See "Selling Holders and Plan of
Distribution." If required, the names of any such agents or underwriters
involved in the sale of the Securities and the applicable agent's commission,
dealer's purchase price or underwriter's discount, if any, will be set forth in
an accompanying supplement to this Prospectus. The Company will not receive any
of the proceeds from the sale of the Securities by the Selling Holders.
The Ordinary Fully Paid Shares of the Company are listed for trading on
the Nasdaq Small Capital Market under the symbol "CVCLF" and on the Australian
Stock Exchange Limited ("ASX") under the symbol "CVI." On March 30, 1999, the
last reported sale price on the Nasdaq Small Capital market was US$.40 per
share.
The Selling Holders will receive all of the net proceeds from the sale
of the Securities and will pay all underwriting discounts and selling
commissions, if any, applicable to any such sale. The Company is responsible for
payment of all other expenses incident to the offer and sale of the Securities.
The Selling Holders and any broker-dealers, agents or underwriters that
participate in the distribution of the Securities may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act"), and any profit on the sale of the Securities by the Selling Holders and
any commissions received by any such underwriters may be deemed to be
underwriting commissions or discounts under the Act. See "Selling Holders and
Plan of Distribution".
The enforcement by investors of civil liabilities under the federal
securities laws may be affected adversely by the fact that the Company is
incorporated or organized under the laws of Australia, that its officers and
directors may not be residents of the United States and that all of the
Company's assets may be located outside the United States.
All references herein to the "Company" refer to CityView Energy
Corporation Limited and its subsidiaries. The executive offices of the Company
are located at 19 Walters Drive, Herdsman, Western Australia 6017. The telephone
number is (61-8) 9445 3199 and the fax number is (61-8) 9445 3947.
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE
AND INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April __, 1999.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act"), as applicable to foreign
private issuers, and in accordance therewith files reports and other information
with the Securities and Exchange Commission (the "Commission"). The Company has
filed with the Commission a Registration Statement (the "Registration
Statement"), of which this Prospectus is a part, on Form F-3 under the 1934 Act
with respect to the Ordinary Fully Paid Shares offered hereby. This Prospectus
does not contain all the information set forth in the Registration Statement,
certain items of which are contained in exhibits to the Registration Statement
as permitted by the Rules and Regulations of the Commission. For further
information with respect to the Company and the Ordinary Fully Paid Shares
offered by this Prospectus, reference is made to such Registration Statement
including the exhibits thereto and the financial statements and notes thereto
filed or incorporated by reference as a part thereof. Statements contained
herein concerning the provisions or contents of such documents referred to
herein are necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the Commission. Such information, and the reports and other
information filed with the Commission by the Company can be inspected and copied
at the Commission's public reference facilities located at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the following
Regional Offices: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such materials may also be obtained from the Commission at
prescribed rates by mailing a request to the Public Reference Section of the
Commission, at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. The Commission also maintains a Web site on the Internet that
contains reports and other information regarding registrants that file
electronically with the Commission. The address of such site is:
http://www.sec.gov. With the exception of this Form F-3 the Company does not
file reports (such as 20-F and 6-K) electronically and, accordingly, Company
filings (excepting for this Form F-3) are not available on the Commission's web
site. The Company furnishes its shareholders with annual reports containing
consolidated financial statements certified by an independent chartered
accounting firm. The financial statements included in such reports are prepared
in accordance with Australian generally accepted accounting principles ("GAAP")
and include a reconciliation of such information with U.S. GAAP.
As a foreign Issuer the Company is currently exempt from the rules
under the Exchange Act prescribing the furnishing and content of proxy
statements, and its officers, directors and principal shareholders are exempt
from the reporting and short-swing profit recovery provisions contained in
Section 16 of the Exchange Act. The Company is not required under the Exchange
Act to publish financial statements as frequently or as promptly as are United
States companies subject thereto.
The Ordinary Fully Paid Shares of the Company may be traded on the
NASDAQ Small Capital Market under the symbol "CVCLF" and on the Australian Stock
Exchange Limited under the symbol "CVI".
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission pursuant to the Exchange Act are hereby incorporated by
reference into this Prospectus.
(1) Annual Report on Form 20-F of the Company for the fiscal year ended
December 31, 1997 as initially filed and subsequently amended; and
(2) All other reports filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "1934 Act") by the Company since December 31, 1997.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 12(a), 12(c) and 15(d) of the 1934 Act prior to the
termination of the offering, shall be deemed to be incorporated by reference
into this Prospectus.
With respect to any document incorporated by reference in this
Prospectus but not delivered herewith the Company undertakes to provide without
charge to each person, including a beneficial owner, to whom this Prospectus is
delivered, upon written or oral request of such person a copy of any and all of
the information that has been incorporated by reference herein (not including
exhibits to such information unless such exhibits are specifically incorporated
by reference into such information). Such requests may be addressed to CityView
Energy Corporation Limited, 62 Glyde Street, Suite 2, Mosman Park, Western
Australia 6012, Attention Alan Peter Woods, Secretary.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Prospectus to the extent that a statement
contained herein, in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein, modifies or replaces such
statement. The modifying or superseding statement need not state that is has
modified or superseded a prior statement or include any other information set
forth in the document that it modifies or supersedes. The making of a modifying
or superseding statement shall not be deemed an admission that the modified or
superseded statement, when made, constituted a misrepresentation of any untrue
statement of a material fact or an omission of a material fact required to be
stated or necessary to make a statement not misleading in light of the
circumstances in which it was made. Any statement so modified or superseded
shall not be deemed except as so modified or superseded to constitute a part of
this Prospectus.
ENFORCEABILITY OF CIVIL LIABILITIES
UNDER UNITED STATES FEDERAL SECURITIES LAW
The Company is an Australian incorporated public company. Certain of
the directors and executive officers of the Company and certain experts named
herein are not residents of the United States and all of the assets of the
Company are located outside of the United States. As a result, it may be
difficult or impossible for shareholders of the Company to effect service of
process upon such persons within the United States with respect to matters
arising under the
<PAGE>
United States federal securities laws or to enforce against them in United
States courts judgments of such courts predicated upon the civil liability
provisions of the United States federal securities laws or otherwise.
Shareholders of the Company should be aware that there is some doubt as to the
enforceability in Australia in original actions, or in actions for enforcement
of judgments of United States courts, of civil liabilities predicated upon the
United States federal securities laws. In addition, awards of punitive damages
and actions brought in the United States or elsewhere may be unenforceable in
Australia.
THE OFFERING
Common Stock Offered (1) Up to 5,600,000 Shares
Common Stock Outstanding
Before the Offering(2)(3) 14,018,140
Common Stock Outstanding
After the Offering(4)
Use of Proceeds The Company will not receive any of the
proceeds from the sale of any of the
Securities.
Risk Factors The Securities offered hereby involve a high
degree of risk. See "Risk Factors".
Nasdaq SmallCap Market Symbol CVCLF
Australian Stock Exchange Symbol CVI
(1) Consists of an aggregate of up to 5,600,000 Shares reserved for
issuance upon the conversion of the Convertible Debentures. See "Selling Holders
and Plan of Distribution" and "Description of Capital Stock" and based upon
150% of those Shares currently anticipated to be needed for conversion purposes
in accordance with requirements contained in underlying Debentures and
Registration Rights Agreements.
(2) Does not include up to 5,600,000 Shares to be issued to holders of
Convertible Debentures issued by the Company in June 1998 upon conversion of
Convertible Debentures assuming conversion based on a 25% discount to the
closing price on the Nasdaq SmallCap Market on March 30, 1999 and further based
upon reservation and registration of 150% of those Shares required as indicated
in footnote 1 above,. Also, does not include any other shares which may be
reserved for issuance upon any other form of option and/or warrant heretofore or
hereafter granted.
(3) As of the close of business on March 30, 1999 there were 14,018,140
shares issued and outstanding.
(4) Since the Common Stock registered hereunder is being offered on a
delayed or continuous basis pursuant to Rule 415 under the Act, the Company
cannot include herein information about the Common Stock outstanding after the
Offering.
No dealer, sales representative, or any other person has been
authorised to give any information or to make any representations in connection
with this offering other than those contained in this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorised by the Company, the Selling Agents or any Underwriter. This
Prospectus does not constitute an offer to sell, or solicitation of an offer to
buy, any securities other than the registered securities to which it relates or
an offer to , or solicitation of, any person in any jurisdiction where such an
offer or solicitation would be unlawful. Neither the delivery or this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof or that the information contained herein is correct as of any
time subsequent to the date hereof.
PROSPECTUS SUMMARY
The following summary information is qualified in its entirety by the
detailed information and financial information incorporated by reference herein
or appearing elsewhere in this Prospectus. This Prospectus contains certain
forward-looking statements not based on historical facts within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Exchange Act. When used in this Prospectus, the words
"believes," "expects," "intends," "anticipates" and similar expressions or the
negative thereof or other variations thereon are intended to identify
forward-looking statements. Such statements reflect the Company's reasonable
judgement with respect to future events and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. Such risks and uncertainties include the actions of the Company's
competitors, changes in business conditions and changes in regulations and laws
as well as those risks discussed herein under the caption "Risk Factors".
THE COMPANY
The Company was incorporated as CityView Investments Limited on May 3,
1987, was listed on the Second Board of the Perth Stock Exchange on October 20,
1987 and was transferred to the Main Board of the Australian Stock Exchange on
January 2, 1992. The Company changed its name to CityView Corporation Limited
on August 9, 1996 and subsequently to CityView Energy Corporation Limited on May
19, 1997.
The Company is engaged in the acquisition and development of proven oil
and gas reserves and conducts such operations through separate wholly owned
subsidiaries. Prior to engaging in the foregoing the Company was an investment
company acquiring shares in publicly listed and private companies and investing
in real estate land developments through its then wholly owned subsidiary
corporation Starview Pty Ltd ("Starview"). On June 28, 1996, the Company sold
its interest in Starview and ceased investing in securities and real estate. The
Company's decision to dispose of Starview followed the Company's rationalisation
of its business interests to concentrate its efforts on the acquisition and
development of proven oil and gas reserves. The Company also owns certain gold
exploration interests.
On December 18, 1998 the Company sold its Techinical Assistance
Contracts for two oil fields in Indonesia.
The ordinary fully paid shares of the Company are traded on the NASDAQ
Small Capital Market under the symbol "CVCLF" and on the ASX under the symbol
"CVI".
The Company has its principal executive office located at 62 Glyde
Street, Suite 2, Mosman Park, Western Australia 6012 (telephone number (618)
9385-5600). The Company has an operating office for it subsidiary company
operations in Indonesia located at Plaza CityView, JL Kemang Timur No. 22,
Pejatan Barat, Jakarta Selatan, Indonesia (telephone number 6221 718 1959). The
Company has a United States appointed Attorney and agent, Gary B. Wolff, P.C.,
located at 747 Third Avenue, New York, New York 10017 (telephone number (212)
644-6446).
The Company is an associate of Malaysia Mining Corporation Berhad
("MMC") its principal stockholder which has provided the initial equity capital
and also a loan facility for the Company's working capital requirements. ^
The Company identified Indonesia for its focus for acquisitions and
development of oil and gas reserves. Indonesia was selected after considering
prospectivity for oil and gas, demand for the produced product, availability of
supportive infrastructure, foreign company participation terms and conditions
and sovereign risk.
Corporate Goals
The Company's aim is to build a broad Asian energy corporation capable
of capitalizing from any gap emanating from rising regional demand for energy
and the deregulation of the industry. Throughout 1997 the Company concentrated
primarily on attaining in Indonesia approved Operator status and building a
local team, securing field operations and strengthening its capital base with
the objective of becoming recognized as an efficient upstream hydrocarbon
operator (with a range of quality fields providing a valuable base of
recoverable reserves). During this time frame, the Company also acquired a
strategic stake in the Philippines.
The virtual economic collapse in significant Asian territories and the
fall in energy prices required the Company to reassess and reevaluate its
objectives; there being no premium in exploration and development when oil
prices are very low. The Company determined to concentrate on assets which
generate income. In order to achieve this new objective a three tier corporate
strategy has been developed but remains in its formative stages. Such strategy
is as follows:
(1) Development of the Company's position in southeast Asia and in
particular in Indonesia utilizing its relationships with current authorities in
order to acquire interests in a range of projects which management feels provide
potential for significant cash flow.
(2) Ascertaining and evaluating potential for corporate acquisitions
through a combination of monetary and securities offerings; and Further
potential acquisition of assets in key locations throughout the world in
order to diversify political risk.
Management intends to pursue the above referenced goals and strategy
through its management team. Brief summary information regarding such management
team appears directly below.
Management
Mark Smyth, Chief Executive Officer, Age 59. Mr. Smyth holds an M.A. degree in
jurisprudence from Oxford University. Mr. Smyth has been involved in the
resources industry for 30 years and has established a wide network of strong
business relationships throughout Asia. Mr. Smyth became Chief Executive Office
in February 1996.
Peter John Augustin Remta, Director, Age 58. Mr. Remta is a Company director
and lawyer who for many years practiced in the fields of corporate and mining
law. Mr. Remta has extensive experience in the direction and management of
resource companies and has been a director of the Company since 1987.
Lutfi Heyder, Director, Age 42. Mr. Heyder was educated in Germany and
Switzerland and then employed with the Indonesian Government's trading company
in Germany and Australia. In 1988 Mr. Heyder returned to Indonesia. Mr. Heyder
is well respected by the regulatory authorities for his knowledge and expertise
in the Indonesian oil industry.
Alan Peter Woods, Company Secretary/Chief Financial Officer, Age 51. Mr. Woods
is a registered Public Accountant, a Fellow of the Taxation Institute of
Australia and has twenty seven years experience in corporate accounting
management areas.
Following is summarized information regarding the Company's exploration
and development interests.
The Company's current focus is primarily on gas rather than oil.
The Company's three gas projects are Madura, Simenggaris and Timoforo.
Summarized information with respect to such three gas projects appears directly
hereinafter.
A. Madura Block - Onshore Madura Island PSC-JOB, Western Madura Pty Ltd
("Western Madura")
On 28 January 1997 the President Director of Pertamina signed the
authorization for the Company's wholly owned subsidiary Western Madura to
commence operations on the Madura Block. The signing of the PSC-JOB contract
took place on 15 May 1997, awarding the 2728km square Madura Block to Western
Madura for an exploration term of 10 years and production term of 20 years.
The 1999 - 2000 work program for the Madura Block is to drill 3 shallow
(1000-1500m) wells to test both gas and oil prospects in the central
inversion zone.
B. Simenggaris Block - Onshore NE Kalimantan PSC-JOB, Genindo Western
Petroleum Pty Ltd ("Genindo")
On 28 September 1997 the President Director of Pertamina signed the
authorisation for Genindo to commence operations on the Simenggaris Block.
The signing of the PSC-JOB Contract took place on 24 February 1998 awarding the
2734km(2)Simenggaris Block to Genindo which is owned 85% by CityView. The
contract term is 10 years for exploration and 20 years for production.
The 1999 - 2000 work program for the Simenggaris Block is to drill 2
wells to test the gas-condensate prospect.
C. Timoforo Block - Bintuni Basin, Onshore Irian Jaya PSC-JOB, Western
Wisesa Petroleum Pty Ltd ("Wisesa")
Timoforo is an exploration block in Irian Jaya. The Company's wholly
owned subsidiary Western Resources NL has entered into a memorandum of
understanding with Saptapetra Wisesa to form a consortium or a joint venture to
operate Timoforo as a PSC-JOB. This project is currently in its early formative
stages.
For further and more extensive information with regard to each of the
three projects referred to directly above, reference is herewith made to the
Company's Form 20-F, the full contents of which are herewith incorporated by
reference.
Additional projects may be briefly summarized as follows:
Block SC41 (formerly GSEC74) - Offshore Western Philippines PSC, MMC
Exploration & Production (Philippines) Pte Ltd
ARCO Philippines Inc Preussag Energies GMBH, MMC Exploration &
Production (Philippines) Pte Ltd (CityView has a 49% interest) and a consortium
of fifteen Filipino resource companies hold Block SC41 which includes an area of
about 12000km2 (3 million acres) on which ARCO has acquired 3600km of seismic
data with simultaneous gravity and magnetic surveys.
Twelve prospects of potential have been identified including the
Hippo prospect which was drilled in February 1998. On 1 September 1998 ARCO
Philippines Inc., the operator advised that the Philippine government had
approved an application to convert the Block (formerly GSEC74) into Servcie
Contract 41 (SC41).
Raeside Gold Project
CityView's wholly owned subsidiary Copperwell Pty. Ltd has a 10%
interest in the Raeside Gold Project, located approximately 10km east of Leonora
in Western Australia covering an area of 168km squared. The remaining 90% is
held by the operator Triton Resources Limited in which CityView holds 5,142,500
shares representing 7.37% of the issued capital.
Golden Spinifex/Duketon Gold Project
CityView's wholly owned subsidiary Artane Minerals NL has a 97%
interest in the Golden Spinifex and some adjoining tenements at Duketon which
have been joint ventured to Johnson's Well Mining NL.
Factors relating to competition and certain governmental regulations
are briefly summarized as follows:
Competition
The oil and gas industry is highly competitive. The Company competitors
and potential competitors include major oil companies and independent producers
of varying sizes of which are engaged in the acquisition of producing properties
and the exploration and development of prospects. Many of the Company's
competitors have greater financial, personnel and other resources than does the
Company and therefore have a greater leverage to use in acquiring prospects,
hiring personnel and marketing oil and gas. Accordingly, a high degree of
competition in these areas is expected to continue.
Indonesian Government Regulation
The Company may either sell its production on the international market
or opt to sell it domestically. There is a commitment to sell a minimal portion
of any oil production domestically (called Domestic Market Obligation) at 15% of
the crude price. The commitment is imposed in the terms of all PSC's, to sell a
minimum portion of any of Western's, or its subsidiary's, oil production to the
Republic of Indonesia, via Pertamina, at 15% of the price the crude is sold at.
This only becomes effective after the first 60 months of production and
represents a minimal portion of the total production. There are no constraints
on production other than those imposed in conforming with what is deemed "good
oilfield practice." Indonesia has no exchange controls; therefore, foreigners
are able to move funds freely in and out of the country through accounts
denominated in local foreign currency.
Australian Government Regulation
The Australian Corporations and Securities Legislation ("ACSL") is the
main body of law governing companies in Australia, such as the Company. The
Australian Securities Commission is an Australian government instrumentality
that administratively enforces the ACSL. The ACSL covers matters such as
directors' duties and responsibilities, preparation of accounts, auditor
control, issue and transfer of shares, control of shareholders; meetings, rights
of minority interest, amendments to capital structure, preparation and filing of
public documents such as annual reports, changes in directors and changes in
capital.
The Australian Stock Exchange Limited imposes listing rules on all
listed companies, such as the Company. The rules cover such issues as immediate
notification to the market of relevant information, periodic financial reporting
and the prior approval of shareholder reports by the
Australian Stock Exchange Limited.
The Company believes that it is in compliance with the foregoing
Australian laws and regulations.
RECENT DEVELOPMENTS
On June 3, 1998 the Company issued $1,000,000 2 Year Convertible
Debentures with interest at 6% per annum which are convertible into Ordinary
Fully Paid Shares of the Company at any time after ninety (90) days after the
date of receipt of the funds by the Company for the Convertible Debentures and
before June 3, 2000 at a conversion price of 75% of the average closing bid
price for ordinary fully paid shares in the Company on either the NASDAQ Small
Capital Market stock exchange or the ASX for the five trading days immediately
preceding the conversion date. For further information reference is made to page
2 of this Prospectus.
Reference is made to the Company's Annual Report on Form 20-F for the
fiscal year ended December 31, 1997 as amended to date for further information
on changes in the affairs of the Company since the end of the fiscal year ended
December 31, 1997. The Generally Accepted Accounting Principles (GAAP)
reconciliation in the preceding 20-F was based upon an exchange rate of A$1.00 =
US$0.6515. This exchange rate has fluctuated and is presently A$1.00 = US$0.61
as at March 1, 1999, resulting in a change in the Total Shareholders Equity as
follows: -
A$ US$ as at December 31, 1997 US$ as at December 31, 1997
As per Form 20-F, at at exchange rate of A$1.00
exchange rate of A$1.00 to to US$0.61
US$0.6515
($4,909,173) ($3,198,326) ($2,994,596)
RISK FACTORS
There are certain risks involved in an investment in the Ordinary Fully
Paid Shares of the Company. Accordingly, prospective purchasers of the Ordinary
Fully Paid Shares of the Company should consider carefully the factors set forth
below as well as the other information contained in this Prospectus. Certain
statements in this Prospectus and documents incorporated herein by reference are
forward-looking and are identified by the use of forward-looking words or
phrases such as "intended," "will be positioned," "expects," is or are
"expected," "anticipates" and "anticipated." These forward-looking statements
are based on the Company's current expectations. To the extent any of the
information contained in this Prospectus constitutes a "forward-looking
statement" as defined in Section 27A (i) (1) of the 1933 Act the future
profitability and viability of the Company's operations and activities will
depend on a number of risks, including but not limited to the following risk
factors:
1. Commodity Prices
The majority of the Company's assets are exploration areas and the
value of these areas are determined by various factors - principally the amount
of recoverable reserves and the current commodity price for oil, gas, gold and/
or other minerals. The value of the reserves may influence the Company's
decision to commit funds for exploration and may influence third party decisions
to farm into projects.
2. Currency Exchange Rate Fluctuations
The Company's debt and work commitments to further develop the
Company's assets are denominated in US dollars and the Company also has working
capital commitments in Indonesia Rupiah. Any depreciation in the Australian
dollar against the US dollar and/or Indonesian Rupiah will increase the amount
of the debt, cost of the work commitments and working capital requirements in
Australian dollar terms. This will impact on the Company if the debt and the
work commitments are to be funded by capital raising in Australian dollars.
3. Strength of Equity Markets
The Company may be required to raise additional capital in the equity
markets to further develop the Company's assets. The cost at which the Company
can raise additional funds is dependent on the Company's share price and
strength of the equity markets at the time of these capital raisings as well as
the Company's current and future business prospects.
4. Judicial Decisions and Legislative Amendments
The Company has gold exploration interest located in Western Australia
(as heretofore indicated), as follows:
A. 10% interest in the Raeside Gold Project through its wholly
owned subisidary Cooperwell Pty Ltd.
B. 97% interest in the Golden Spinifex Project through its
wholly owned subsidiary Artnne Minerals NL.
The High Court of Australia ruled six to one in what has become known
as the Mabo case that indigenous title to land is recognized in the common law
of Australia. The native Title Act 1993 established a National Native Title
Tribunal and set out processes for the determination of native title rights and
dealings in native title land. The Native Title Tribunal assists with the
negotiations between indigenous people and parties wishing to develop the land.
Indigenous people may receive rights to negotiate with private companies seeking
to develop land under claim.
The mining leases granted to the above companies have no Native Title
problems. Native Title legislation may impact on the Company if and when an
application is lodged to convert any of the existing mining tenements to mining
leases as they will have to be cleared of any native Title claim before a lease
can be granted.
5. Environmental Issues
While there are no environmental management issues facing the Company,
there can be no assurance that same might not arise in the future thereby
requiring Company compliance as well as the potential for expenditure of
significant time and money in order to so comply.
6. General Economic Conditions
For information with respect to general economic conditions in both
Australia and Indonesia (and in particular inflation rates, commodity demand and
supply factors and industrial disruptions), reference is made to the discussion
of general economic and governmental conditions as provided in the Company's
Form 20-F, Item 9 under the heading Management's Discussion and Analysis.
7. No Insurance Against Risks Inherent in Mining and Exploration
Risks inherent in exploration and mining include, amongst other things,
successful exploration, identification, development and exploitation of use of
resources and reserves, satisfactory performance of exploration and mining
operations and competent management. The Company does not have any insurance
with respect to any of these matters.
8. Contracts with Government - Subject to Change
The Company is acquiring assets and will continue to do so as a matter
of normal business practice within the Republic of Indonesia. Some of the
interests of the Company in Indonesia are by way of contract between a
subsidiary of the Company and bodies which are wholly owned arms of the
Government of the Republic of Indonesia. These contracts are subject to
controls and regulations by the contracting parties and by the Government of
the Republic of Indonesia. There can be no assurance that government rules
and regulations regarding existing contracts and/or new contracts will not
change to the detriment of the Company (in terms of time, monetary
commitment, and potential percentage of monetary recovery). The political
situation in Indonesia remains uncertain and is expected to continue in such
manner at least until elections currently scheduled to be held in mid
1999 are concluded. The economic situation, based upon information contained
in Risk Factor No. 9 below, appears to be improving but still remains
relatively uncertain.
9. Indonesian International Monetary Fund (IMF) Compliance Status
In The IMF News Brief 98/55 (December 15, 1998) the Deputy Managing
Director of the IMF Alassane D. Ouattara said: "I am pleased to announce that,
in support of the Indonesian government's economic program, the IMF's Executive
Board today approved the completion of the third review under the Extended Fund
Facility (EFF) 1 and the release of the next SDR 684.3 Million (about US$957
Million) credit tranche for Indonesia. The Indonesian economy has remained on
the stablization path under the most difficult circumstances. Continued policy
implementation despite an environment of political uncertainty has helped
improve market sentiment, and the Rupiah has strengthened considerably.
Inflationary pressures have eased and marked progress has been made in
stabilizing the food situation. There are also encouraging signs that business
confidence and the outlook for the real economy has begun to improve. While
there is scope for progressively lowering interest rates further the authorities
need to remain vigilant and proceed cautiously."
Mr. Ouattara further indicated that Indonesia faces many challenges,
notably the restructuring of the banking system and the corporate sector. He
also noted that the Indonesian economic program continues to be implemented
with the active support of the Wold Bank and the Asia Development Bank.
Notwithstanding the above referenced report and the optimistic outlook
contained therein, the Company makes not warranties or representations
whatsoever that the IMF will continue or remain satisfied with current
Indonesian economic status.
10. Dilutive Effect of Conversion Upon Current Company Shareholders
As of March 30, 1999, the Company had a total of 14,018,140 Ordinary
Shares ("shares") outstanding. The $1,000,000 principal amount of
convertible debentures referred to throughout this Prospectus is
convertible into shares at a price equal to 75% of the average closing bid
price on NASDAQ for the 5 trading days immediately preceding the conversion
date. If the entire principal amount of the convertible debentures were
converted into shares as of March 30, 1999, at which time the bid price of the
shares was $.40 per share (and the conversion price would be $.30) then the
Company would be required to issue approximately 3,333,333 shares to the
holders of the convertible debentures (exclusive of shares that may be issued
for interest earned) thereby increasing total outstanding shares to
17,351,473, of which convertible debenture holders would then own
approximately 19.21% (while current (March 30, 1999) stockholders
percentage would be reduced to 80.79%). Not only would such conversion
substantially increase the number of Company shares that would then be
issued and outstanding, such conversion would also likely have a negative
effect on the market for the Company's shares in the event that such market
were unable to absorb such a large quantity of newly issued shares. Since
the number of shares issuable upon conversion is tied to the market price
for the Company's shares (i.e., 75% of bid as heretofore indicated) the number
of shares issuable is dependent upon whether the share stock price increases
or decreases and since there is no "floor" (i.e, price limitation) there is
not limitation on the maximum number of shares which may be issuable upon
conversion. Accordingly, if the current bid price substantially decreases
shares issued upon conversion would necessarily (and without "floor"
limitation) substantially increase.
Further financing and/or market related risk factors include the
following:
A. Future Capital Needs and Uncertainty of Additional Financing
There can be no assurance that the Company will not be required to seek
additional equity or debt capital to finance its operations (as well as its
exploration and/or development program(s)) in the future. In addition, there can
be no assurance that any such financings, if needed, will be available to the
Company or that adequate funds for the Company's operations, whether from the
Company's revenues, financial markets, collaborative or other arrangements with
corporate partners or from other sources, will be available when needed or on
terms attractive to the Company. The inability to obtain sufficient funds may
require the Company to delay, scale back or eliminate certain of its operations
that the Company might otherwise engage in.
B. Dilution; Effect of Outstanding Convertible Debentures on Certain
Shares
The Company has outstanding convertible debentures to purchase Shares
at prices that are below the per Share price to purchasers of the Company's
Shares in the open market. The exercise of such Convertible Debentures may have
a dilutive effect on the investment of a holder of the Company's Shares. The
market price of the Company's Shares may also be adversely affected by sales of
substantial amounts of Shares in the public market, including sales of Shares
under Rule 144 or after the expiration of any other applicable holding period
(by contract and/or statute). The sale of such stock could also adversely affect
the ability of the Company to sell Shares for its own account. See "Selling
Holders and Plan of Distribution" and "Description of Capital Stock."
C. Limited Public Market; Liquidity; Possible Volatility of Stock Price
The Shares are quoted on both the Nasdaq SmallCap Market System under
the symbol "CVCLF" and the Australian Stock Market Limited under the symbol
"CVI". There can be no assurance that an active public market for the Shares
can be sustained. The market price of the Shares could fluctuate significantly
as a result of the Company's financial results or business operations (as well
as debenture conversion in the manner described herein).
D. Recently Adopted Listing Standards for NASDAQ Securities
The Nasdaq Stock Market recently adopted certain changes to the
standards for issuers with securities listed on Nasdaq. One of the changes
included increasing the quantitative maintenance requirements for continued
listing in the Nasdaq SmallCap Market, on which the Company's Ordinary Fully
Paid Shares are currently listed. ^ In order to maintain continued listing on
Nasdaq the Company's Ordinary Fully Paid Shares are required to maintain a
closing bid price at least equal to $1.00 per share. In the event that the
Company fails to maintain compliance with any listing requirement, the Company's
Shares could be delisted from the Nasdaq SmallCap Market in the event that
compliance is not subsequently achieved within the applicable time periods
allotted therefore by Nasdaq.
USE OF PROCEEDS
The Company will not receive any proceeds from the offer and sale of
Ordinary Fully Paid Shares by selling security holders pursuant to this
Prospectus. All of the proceeds will be received by the selling security
holders.
DETERMINATION OF OFFERING PRICE
Since the Ordinary Fully Paid Shares registered hereunder are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Act"), the Company cannot include
herein information about the price to the public of the Common Stock.
SELLING HOLDERS AND PLAN OF DISTRIBUTION
The Ordinary Fully Paid Shares (hereinafter "Shares" or "Securities")
offered hereby may be sold from time to time to purchasers directly by the
Selling Holders (which term includes their transferees, pledgees, donees or
their successors). Any such transferee, pledgee, donee or their successors may
not offer the Securities pursuant to this Prospectus until such holder is
included as a Selling Holder in a supplement to this Prospectus. The Securities
consist of Shares which are issuable to Selling Holders upon conversion of the
Convertible Debentures. The Company has agreed to register the public offering
of the Securities by the Selling Holders under the Securities Act. The Company
will not receive any of the proceeds from the sale of the shares by the Selling
Holders.
The factors considered in determining the exercise time period and
conversion price of the convertible securities referred to herein were based
upon arms-length negotiations between the parties relating to (a) Company's past
business history, current results of operations and potential regarding future
business operations, (b) market trading activities regarding Company shares on
both NASDAQ and Australian Stock Exchange, including volume of market activity
and fluctuation in share price as well as (c) convertible debenture holders
assessment of the Company's management team.
Notwithstanding the above, the conversion price of the convertible
debentures (determined by a specific discount from market price over a set
period of days as indicated herein) may be considered to have been arbitrarily
determined by the Company and the financing participants in that such conversion
price bears no specific relationship whatsoever to the book value of the
Company's shares or to any other established criteria of value.
The following table sets forth as of March 30, 1999, certain
information with respect to the Selling Holders, including the number of Shares
that may be offered by them. The number of Shares which may actually be sold by
the Selling Holders will be determined from time to time by them and will depend
upon a number of factors, including, with respect to the Shares underlying the
Convertible Debentures, the price of the Company's Shares from time to time.
Because the Selling Holders may offer all or none of the Securities that they
hold and because the offering contemplated by the Prospectus is not being
underwritten, no estimate can be given as to the number of Securities that will
be held by the Selling Holders upon termination of such offering. None of the
Selling Holders have had any material relationship with the Company other than
as purchasers of Convertible Debentures.
Identity of Selling Holder Shares(1)(3) % of Class(2)(3)
HRH Princess Monirah Bint
Sultan Bin Abdulaziz Al Saud 1,866,667 11.75%
HRH Prince Khalid Bin Faisal
Bin Fahad Bin Abdulazia 1.866,667 11.75%
(1) Assumes conversion of the Convertible Debentures held by such Selling
Holders based on the reported closing prices on the NASDAQ SmallCap
Market on March 30, 1999 at a 25% discount and includes additional
shares which may be issued for interest (at 6% per annum) earned from
date of closing to last date permitted for conversion.
(2) Based upon an aggregate of 15,884,807 shares arrived at by adding the
aggregate of those shares indicated in column designated "Shares" to
those shares issued and outstanding as of March 30, 1999.
(3) Notwithstanding the numbers of shares and percentages indicated
herein, the Selling Holder is not entitled to convert any amount of
Convertible Debentures in excess of that amount upon conversion of
which the sum of (i) the number of Shares beneficially owned by the
Selling Holder and its affiliates (other than the unconverted
Convertible Debentures) and (ii) the number of Shares issuable upon
conversion of the Convertible Debentures would result in beneficial
ownership by the Selling Holder and its affiliates of more than 4.9%
of the outstanding Shares of the Company.
The Selling Holders of the Securities identified above may have sold,
transferred or otherwise disposed of, in transactions exempt from the
registration requirements of the Securities Act, all or a portion of the
Convertible Debentures or Securities since the date on which the information in
the preceding table is presented. Information concerning the Selling Holders may
change from time to time and any such changed information will be set forth in
supplements to this Prospectus if and when necessary.
The sale of the Securities by the Selling Holders may be effected from
time to time in transactions on the NASDAQ SmallCap Market System, the
Australian Stock Exchange Limited, in the over-the-counter market, in negotiated
transactions, or through a combination of such methods of sale (a) at fixed
prices, which may be changed, (b) at market prices prevailing at the time of
sale, (c) at prices related to such prevailing market prices or (d) at
negotiated prices. The Selling Holders may effect such transactions by selling
the Securities directly to purchasers or to or through broker-dealers. Such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Holders and/or the purchasers of the Securities for
whom such broker-dealers may act as agents or to whom they sell as principals,
or both (which compensation as to a particular broker-dealer may be in excess of
customary commissions). The Selling Holders and any broker-dealers who act in
connection with the sale of the Securities hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and profit on any resale of the Securities as
principals might be deemed to be underwriting discounts and commissions under
the Securities Act.
At the time a particular offering of the Securities is made, a
Prospectus Supplement, if required, will be distributed, which will set forth
the aggregate amount and type of Securities being offered and the terms of the
offering, including the name or names of any underwriters, broker/dealers or
agents, any discounts, commissions and other terms constituting compensation
from the Selling Holders and any discounts, commissions or concessions allowed
or reallowed or paid to broker/dealers.
To comply with the securities laws of certain jurisdictions, if
applicable, the Securities will be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
jurisdictions the Securities may not be offered or sold unless they have been
registered or qualified for sale in such jurisdictions or any exemption from
registration or qualification is available and is complied with. The Company has
not taken any action to register or qualify the Securities for offer and sale
under the securities or "blue sky" laws of any state of the United States.
However, pursuant to the Registration Rights Agreements among the Company and
the Selling Holders (the "Registration Rights Agreements"), the Company will use
reasonable efforts to (i) register and qualify the Securities covered by the
Registration Statement under such other securities or blue sky laws of such
jurisdictions as the Selling Holders who hold a majority in interest of the
Securities being offered reasonably request and in which significant volumes of
Shares are traded, (ii) prepare and file in those jurisdictions such amendments
(including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof at all
times until the earliest (the "Registration Period") of (A) the date that is two
years after the Closing Date, (B) the date when the Selling Holders may sell all
Securities under Rule 144 or (C) the date the Selling Holders no longer own any
of the Securities, (iii) take such other actions as may be necessary to maintain
such registrations and qualification in effect at all times during the
Registration Period and (iv) take all other actions reasonably necessary or
advisable to qualify the Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a
condition thereto to (A) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify, (B) subject itself to general
taxation in any such jurisdiction, (C) file a general consent to service of
process in any such jurisdiction, (D) provide any undertakings that cause more
than nominal expense or burden to the Company or (E) make any change in its
articles of incorporation or by-laws or
any then existing contracts, which in each case the Board of Directors of the
Company determines to be contrary to the best interests of the Company and its
stockholders. Unless and until such times as offers and sales of the Securities
by Selling Holders are registered or qualified under applicable state securities
or "blue sky" laws, or are otherwise entitled to an exemption therefrom, initial
resales by Selling Holders will be materially restricted. Selling Holders are
advised to consult with their respective legal counsel prior to offering or
selling any of their Securities.
The Selling Holders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any of the Securities by the Selling
Holders. The foregoing may affect the marketability of the Securities.
Pursuant to the Registration Rights Agreements between the Company and
each of the Selling Holders all expenses of the registration of the Securities
will be paid by the Company, including, without limitation, Commission filing
fees and expenses of compliance with state securities or "blue sky" laws;
provided, however, that the Selling Holders will pay all underwriting discounts
and selling commissions, if any. The Selling Holders will be indemnified by the
Company against certain civil liabilities, including certain liabilities under
the Securities Act or will be entitled to contribution in connection therewith.
Registration Rights
The Convertible Debentures
The Company issued $1,000,000 aggregate principal amount of Convertible
Debentures in June of 1998. One Hundred percent of the face amount of such
Convertible Debentures is convertible into Shares of the Company at the earlier
of the effective date of a Registration Statement covering the underlying Shares
or 90 days from closing at a conversion price equal to 75% of the average
closing bid price for the five trading days preceding the date of conversion on
either the Nasdaq SmallCap Market Exchange or the Australian Stock Exchange
Limited. Any Convertible Debentures not so converted are subject to mandatory
conversion by the Company on the 24th monthly anniversary of the date of
issuance of the Convertible Debentures unless timely demand is made by the
holder of the Convertible Debentures for repayment of both principal and
interest in cash. Other than on the date of such mandatory conversion provision,
the Selling Holder shall not be entitled to convert any amount of Convertible
Debentures in excess of that amount upon conversion of which the sum of (i) the
number of Shares beneficially owned by the Selling Holder and its affiliates
(other than the unconverted Convertible Debentures) and (ii) the number of
Shares issuable upon conversion of the Convertible Debentures would result in
beneficial ownership by the Selling Holder and its affiliates of more than 4.9%
of the outstanding Shares of the Company.
If at any time the number of Shares into which the Convertible
Debentures may be converted exceeds the aggregate number of Shares then
registered, the Company shall, within ten (10) business days after receipt of
written notice from any investor, either (i) amend the Registration Statement
filed by the Company, if such Registration Statement has not been declared
effective by the SEC at that time, to register all Shares into which the
Debenture may be converted, or (ii) if such Registration Statement has been
declared effective by the Securities and Exchange Commission (the "SEC") at that
time, file with the SEC an additional Registration Statement on Form F-3 (or
such other Form as may be applicable) to register the Shares into which the
Convertible Debentures may be converted that exceed the aggregate number of
Shares already registered. Pursuant to the terms and provisions of the Debenture
and related Registration Rights Agreement, the Company was required to and
herewith is registering the number of Shares equal to 150% of those Shares
currently deemed necessary to meet conversion requirements. To the extent that
all or any portion of such shares are not utilized for the purposes set forth
herein, the Company will deregister same at the appropriate time.
Pursuant to the Registration Rights Agreements between the Company and
the Selling Holders, the Company is required to file with the SEC, a
Registration Statement covering a sufficient number of Shares (the 150% referred
to above) for the Selling Holders so as to enable them to convert 100% of the
Convertible Debentures. Consequently, the Company filed with the Commission
this Registration Statement on Form F-3 (the "Registration Statement"), of which
this Prospectus is a part, to cover the sale of the Shares issuable to the
Selling Holders upon conversion of the Convertible Debentures. The Registration
Rights Agreements provide that the Company shall keep the Registration Statement
effective at all times until the earliest (the "Registration Period") of (i) the
date that is two years after the Closing Date, (ii) the date when the Investors
may sell all Securities under Rule 144 or (iii) the date the Investors no longer
own any of the Securities.
Failure to timely file the Registration Statement (required by the
terms of the Convertible Debenture and Registration Rights Agreement) or failure
to obtain effectiveness of same within the time period allotted therefore (to
wit: 90 days subsequent to the closing date) subjects the Company to certain
penalty provisions as set forth in the Registration Rights Agreement to which
reference is herewith made. Such penalty provisions require the Company to
increase the conversion rate discount of 25% as provided for in the Debenture in
increments of 3% for each 30 day delay up to a discount of 31%. Notwithstanding
the foregoing, the penalty provisions heretofore referred to are inapplicable to
the extent any delay in the effectiveness of the Registration Statement occurs
because of an act of, or a failure to act or to act timely by the Selling
Holders or their respective counsel.
Failure to timely effectuate conversion or issue and deliver underlying
Shares similarly subjects the Company to certain monetary penalty provisions as
indicated in the Debenture to which reference is herewith made.
The Securities Purchase Agreement, Debenture and Registration Rights
Agreement are on file with the Securities and Exchange Commission as part of
this Registration Statement as exhibits hereto.
The number of Shares issuable upon conversion of the Convertible
Debentures depends on several factors, including the conversion ratio and the
date on which such Shares are converted. As of March 30, 1999 if all of the
Convertible Debentures (issued in June 1998) were converted based on a 25%
discount to the reported closing price on the NASDAQ SmallCap Market on March
30, 1999, the Company would be required to issue approximately 3,733,334 Shares
inclusive of Shares which may be issued in exchange for interest earned (at the
rate of 6% per annum) from the date of closing through 2 years from such date
and exclusive of any shares which may have to be issued in the event conversion
discount rate is increased as a result of penalty provisions referred to above.
Except for the total number of Shares to which this Prospectus relates
as set forth above, references in this Prospectus to the "number of Shares
covered by this Prospectus," or similar statements, and information in this
Prospectus regarding the number of Shares issuable to or held by the Selling
Holders and percentage information relating to the Securities of the outstanding
Ordinary Fully Paid Shares of the Company, are based, with respect to the
Convertible Debentures, upon the fixed conversion ratio set forth in the
instruments establishing the rights of the Convertible Debenture holders and
assumes that a total of approximately 3,733,334 Shares are issued upon
conversion of all Convertible Debentures. See "Selling Holders and Plan of
Distribution" and "Description of Capital Stock."
The Securities are being offered on a continuous basis pursuant to Rule
415 under the Securities Act of 1933, as amended (the "Securities Act"). No
underwriting discounts, commissions or expenses are payable or applicable in
connection with the sale of the Securities by the Selling Holders. The Shares of
the Company are quoted on the NASDAQ SmallCap Market ("NASDAQ") under the symbol
"CVCLF" and the Australian Stock Exchange Limited ("ASX") under the symbol
"CVI". The Securities offered hereby will be sold from time to time at the then
prevailing market prices, at prices relating to prevailing market prices or at
negotiated prices. On March 30, 1999, the last reported sale price of the Common
Stock on NASDAQ was $.40 per share. This Prospectus may be used by the Selling
Holders or any broker-dealer who may participate in sales of the Securities
covered hereby.
Common Stock Reserved
The Company is required to reserve and keep available out of its
authorized but unissued Shares such number of Shares as shall from time to time
be sufficient to effect conversion of all of the then outstanding Convertible
Debentures. Pursuant to the terms of the Registration Rights Agreement, the
Company is required to register a number of Shares equal to 150% of those Shares
currently anticipated to be needed for conversion purposes.
Description of Capital Stock
Ordinary Shares
The authorized Ordinary Shares of the Company consists of 20,000,000
Ordinary Shares. All shares have equal voting rights and are not assessable.
Voting rights are not cumulative and, therefore, the holders of more than 50% of
the Ordinary Shares could, if they chose to do so, elect all of the directors of
the Company.
Upon liquidation, dissolution or winding up of the Company, the assets
of the Company, after the payment of liabilities, will be distributed pro rata
to the holders of the Ordinary Shares. The holders of the Ordinary Shares do
not have preemptive rights to subscribe for any securities of
the Company and have no right to require the Company to redeem or purchase their
shares. The Ordinary Shares presently outstanding are fully paid and
nonassessable.
Dividends
Holders of the Ordinary Shares are entitled to share equally in
dividends when, as and if declared by the Board of Directors of the Company, out
of funds legally available therefore. No dividend has been paid on the Ordinary
Shares since inception, and none is contemplated in the foreseeable future.
Registrar
The Registrar (Australian) and Registrar (United States) for the
Company are as follows:
Registrar (Australia)
Corporate Registry Services Pty Ltd
Level 29
Central Park
152-158 St George's Terrace
Perth, Western Australia 6000
Registrar (United States)
American Securities Transfer and Trust, Inc.
1825 Lawrence Street
Suite 444, Denver
Colorado 80202-1817
LEGAL MATTERS
The valid issuance of the Ordinary Fully paid Shares offered hereby
will be passed upon for the Company by Gary B. Wolff, P.C., 747 Third Avenue,
New York, New York 10017.
EXPERTS
The consolidated balance sheets and accompanying notes and Statement by
Directors of the Company for the financial years ended December 31, 1997, June
30, 1996 and June 30, 1995 and six months ended December 31, 1996; and the
profit and loss accounts, statements of cash flows and accompanying notes for
the financial years ended December 31, 1997, June 30, 1996 and June 30, 1995 and
six months ended December 31, 1996 and December 31, 1995 have been examined by
Grant Thornton chartered, accountants. Such financial statements have been
incorporated by reference herein and in the Registration Statement in reliance
upon the reports with respect thereto of Grant Thornton and upon the authority
of said firm as experts in accounting and auditing.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable ground to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorised, in the City of Perth, and the State of Western Australia, Australia
on this 30th day of March, 1999.
CITYVIEW ENERGY CORPORATION LIMITED
/Mark Smyth/
------------------------------
By: Peter Mark Smyth
Chief Executive Officer and
Member of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
/S/Mark Smyth Chief Executive Officer
- ---------------------- and a Director Dated: Mar. 30, 1999
Peter Mark Smyth
/S/Peter John Augustin Remta Director
- ----------------------------- Dated: Mar. 30, 1999
Peter John Augustin Remta
/S/Alan Peter Woods Secretary and Chief Financial
- ------------------------- Officer Dated: Mar. 30, 1999
Alan Peter Woods
/S/Lutfi Heyder Director
-------------------- Dated: Mar. 30, 1999
Lutfi Heyder
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are hereby incorporated by reference into this
Prospectus.
(1) Annual Report on Form 20-F of the Company for the fiscal year ended
December 31, 1997 as initially filed and subsequently amended; and
(2) All other reports filed pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934 (the "1934 Act") by the Company since December
31, 1997.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 12(a), 12(c) and 15(d) of the 1934 Act prior to the
termination of the offering, shall be deemed to be incorporated by reference
into this Prospectus.
<PAGE>
INDEX TO FORM F-3
TABLE OF CONTENTS
PAGE
FORM F-3................................................................... 1
PROSPECTUS................................................................. 2
ADDITIONAL INFORMATION..................................................... 5
INCORPORATION OF DOCUMENTS BY REFERENCE.................................... 6
ENFORCEABILITY OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL
SECURITIES LAW............................................................. 6
PROSPECTUS SUMMARY......................................................... 8
RISK FACTORS............................................................... 18
USE OF PROCEEDS............................................................ 20
DETERMINATION OF OFFERING PRICE............................................ 20
SELLING SECURITY HOLDERS; PLAN OF DISTRIBUTION............................. 20
LEGAL MATTERS.............................................................. 26
EXPERTS.................................................................... 26
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.......................... 27
<PAGE>
PART 11
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SECURITIES AND EXCHANGE COMMISSION REGISTRATION FEE $ 661
PRINTING EXPENSES 10,000
ACCOUNTING FEES AND EXPENSES 4,000
LEGAL FEES AND EXPENSES 60,000
TRANSFER AGENT AND REGISTRATION FEES 2,500
BLUE SKY FEES AND EXPENSES 5,000
MISCELLANEOUS EXPENSES 5,000
-------
Total $87,161
* To be filed by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subject to the limitations of the Australian Corporations Law with
respect to indemnities in respect to derivative actions, the Company shall fully
indemnify a present or former director of the Company or a person who acts or
acted at the Company's request as a director of another corporation of which the
Company is or was a shareholder or creditor, and his heirs and legal
representatives, against any liability which the director may incur by reason of
his being or having at any time been an employee or officer of the Company or in
carrying out the business or exercising the powers of the Company.
Without limitation to the foregoing and to the extent permitted by law
the Company indemnifies and will keep the directors fully indemnified against
any liability i) to a person other than the Company or a related body corporate
of the Company which the directors may incur by reason of the directors being or
having been an employee or officer of the Company or in carrying out the
business or exercising the powers of the Company unless the liability arises out
of conduct on the part of the directors which involves a lack of good faith; and
ii) for costs and expenses incurred by the directors in the capacity of an
employee or officer of the Company in defending any proceedings, whether civil
or criminal, in which judgement is given in favour of the director or in which
the director is acquitted; or in connection with an application in relation to
those proceedings, in which the Court grants relief to the director under the
Corporations Law.
<PAGE>
ITEM 16. EXHIBITS.
5.1 Opinion of Gary B. Wolff, P.C., counsel to the Registrant *
10.1 Form of Securities Purchase Agreement dated June, 1998
10.5 Form of Registration Rights Agreement dated June, 1998
10.6 Form of Placement Agency Agreement dated June, 1998
10.7 Form of 2 Year Convertible Debenture dated June, 1998
23.1 Consent of Grant Thornton
23.2 Consent of Gary B. Wolff, P.C. (included in Exhibit 5.1) *
Indicates filed with this amendment. Unless otherwise indicated all other
exhibits were filed with initial filing.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement (i) to include any prospectus required by Section
10 (a) (3) or the 1933 Act; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; (iii) to include any material information in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that clauses (a) (1) (i) and (a) (1)
(ii) do not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated
by reference in the Registration Statement; (2) that, for the purpose of
determining any liability under the 1933 Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and (3) to remove from
registration by means of post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Gary B. Wolff, P.C., counsel to the Registrant *
10.1 Form of Securities Purchase Agreement dated June 3, 1998
10.8 Form of Registration Rights Agreement dated June 3, 1998
10.9 Form of Placement Agency Agreement dated June 3, 1998
10.10 Form of 2 Year Convertible Debenture dated June 3, 1998
23.3 Consent of Grant Thornton
23.4 Consent of Gary B. Wolff, P.C. (included in Exhibit 5.1) *
Indicates filed with this amendment. Unless otherwise indicated all other
exhibits were filed with initial filing.
<PAGE>
ON LETTERHEAD
EXHIBIT 5.1 AND 23.4
April 1, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CityView Energy Corporation Limited (the "Company")
Registration Statement on Form F-3 File No. 333-64315
Relating to shares of the Company's Ordinary Stock,
underlying Convertible Debentures_________________
Gentlemen:
I have been requested by the Company, an Australian
corporation, to furnish you with my opinion as to the matters hereinafter set
forth in connection with the above captioned Registration Statement (the
"Registration Statement") covering all of the Ordinary Shares ("shares") which
will be offered by the Selling Holders who acquired the shares under various
agreements including, but not limited to, Securities Purchase Agreement,
Convertible Debenture and related Registration Rights Agreement - the number of
shares being as indicated on the calculation chart to the cover page of the
Company's aforementioned F-3 Registration Statement.
In connection with this opinion, I have examined the
Registration Statement, copies of certain records of corporate proceedings of
the Company, and copies of such other agreements, instruments and documents as I
have deemed necessary to enable me to render the opinion hereinafter expressed.
Based upon and subject to the foregoing, I am of the opinion
that the shares referred to above when sold in the manner described in the
Registration Statement, will be legally issued, fully paid and non-assessable.
I render no opinion as to the laws of any jurisdiction other
than the internal laws of the State of New York. I hereby consent to the use of
this opinion as an exhibit to the Registration Statement and to the reference to
my name under the caption "Legal Matters" in the prospectus included in the
Registration Statement.
Very truly yours,
/Gary B. Wolff, P.C./
Gary B. Wolff, P.C.
<PAGE>
EXHIBIT 23.3
(Grant Thornton letterhead)
9 September 1998
The Directors
Cityview Energy Corporation Limited
19 Walters Drive
HERDSMAN WA 6017
Gentlemen
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form F-3 of our report dated 9 April 1998 which appears in CityView
Energy Corporation Limited's Annual Report on Form 20-F for the year ended
December 31, 1997. We consent to the incorporation by reference in the
Registration Statement and Prospectus of the aforementoned report and to the use
of our name as it appears under the caption "Experts".
/Grant Thornton/
Grant Thornton
Chartered Accountants
Perth, Australia
<PAGE>
DRAFT
February 23, 1999
Ms. Jennifer Bowes
Mail Stop 4-5
U.S. Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CityView Energy Corporation Limited
Form F-3 Registration Statement
File No. 333-64315________________
Dear Ms. Bowes:
In accordance with the Commission's comment letter received
with respect to the above, we are herewith filing (through EDGAR) amendment
number 1 to the above Registrant's Registration Statement and are herewith
enclosing two marked copies of such first amendment indicating where changes in
response to the Commission comments have been made and further indicating where
additional changes have been made as a result of Registrant's activities since
initial filing.
All responses appearing hereinafter are numbered in the same
manner as comments contained in the Commission's comment letter.
General Comments
Comments regarding "forward-looking statements" within the meaning of Section
27A of the Securities Act are duly noted.
Information contained in Securities Act Release 33-7558 regarding year 2000
issues and disclosure obligations with respect thereto are duly noted.
FORM F-3
Registration Cover Page
3. A. The Registrant will not be relying upon Rule 416 and if the
conversion ratio results in the Registrant having registered
an insufficient number of shares it will, if necessary, file a
new Registration Statement.
3. B. Footnote 1 to the "Calculation of Registration Fee" has been
amended in accordance with statement contained in 3A above.
3. C. The number of shares being registered hereunder is
substantially greater than those registered on the initial
filing due to the significant decrease in the bid price for
the Company's Ordinary Shsares Current computations were
arrived at utilizing the following calculations:
Aggregate number of convertible debentures inclusive of
6% interest for 2 years amounts to $1,120,000. Convertible
debenture discount of 25% from February 22, 1999 bid price of
$.50 creates a situation where shares are to be issued
(assuming conversion as of February 22, 1999) at $.375 per
share which latter sum when divided into $1,120,000 would
amount to 2,986,.667 shares. Pursuant to contractual
commitments Registrant is required to register an amount of
shares equal to 150% and, accordingly, the total number of
shares being registered amounts to 4,485,000 shares.
The Company - page 9
4. Summary information with respect to Company activities has
been amended so as to provide a brief overview of the material
elements (as opposed to a repetition of information already
contained in the Registration Statement or in the Registrant's
Form 20-F which is incorporated by reference into such
Registration Statement.
5-8. All comments contained in the comment letter paragraphs
designated 5 through 8 refer to what was (in the Company's
initial filing) the fourth paragraph under the heading "The
Company". Such paragraph in the first amendment has now been
deleted in its entirety and it appears that the comments are
no longer applicable.
9. Reference to the methanol plant on Bunya Island has been
deleted.
10 & 11. What was previously the last two paragraphs to "The Company"
appearing directly above "A. Madura Block .." have been
deleted in their entirety and, accordingly, comments regarding
such now deleted information would appear to be inapplicable.
12. A new subheading entitled "Corporate Goals" has been inserted
directly above the summary information regarding the Company's
3 gas projects.
General Comment
All information regarding Company oil projects as previously contained
on pages 14 and 15 of initial filing under the subheadings "A. Tuba Obi East
("TOE") - Onshore South Sumatra TAC, Western Akar Petroleum Pty Ltd ("Akar"), B.
Tanjung Miring Timur ("TMT") - Onshore South Sumatra TAC, Western Nusantara
Energi Pty Ltd ("Nusantara") and C. Sangatta Sangkimah - East Kalimantan TAC,
Western Sangkimah NL ("Western") have now been deleted since (as heretofore
indicated) the Registrant sold its interests in these Indonesian oil fields in
December 1998.
Convertible Debentures - page 18
13. Comments regarding beneficial conversion feature are noted and
Registrant's Form 20-F shall respond thereto in its Management's
Discussion and Analysis section. Enclosed herewith supplementally and
attached hereto as Exhibit A is chart indicating how convertible
debenture discount feature was computed which Exhibit A also indicates
manner in which the Company proposes to amortize such financing.
Risk Factors - page 19
15. Risk Factors 1 through 3 inclusive have been revised as requested.
16. A new Risk Factor entitled "Dilutive Effect of Conversion Upon
Current Company Shareholders" (designated Risk Factor 10) has been
added in response to this comment.
17. Expanded Risk Factor No. 2 responds to this comment.
18. Risk Factor No. 4 has been expanded as same relates to judicial
decisions and potential impact on the Company.
19. Expanded Risk Factor No. 5 responds to this comment.
20. Cross reference to applicable portion of 20-F has been made as
requested.
21. Lack of Company insurance to protect against certain risks is now
noted.
22. Old Risk Factors 8 and 9 have been combined into a single expanded
Risk Factor No. 8. Additionally, "old" Risk Factor No. 10 has been
deleted as same is repetitive of Risk Factor appearing beneath it.
A new Risk Factor No. 9 entitled "Indonesian Compliance with
International Monetary Fund (IMF) Program" has been added.
22. In accordance with Item 505 of Regulation S-K factors considered in
determining convertible debenture conversion price are disclosed in a
new second paragraph under the heading "Selling Holders and Plan of
Distribution".
23. Identity of the two investors has been indicated as requested.
24. As a result in decline in market price for the Company's shares, the
number of shares to be issued assuming 100% debenture conversion would
normally require each investor to file a Schedule 13D. We have so
notified investors through correspondence with Placement Agent's
counsel.
25. The table to the section entitled "Selling Holders and Plan of
Distribution" has been revised to reflect the full amount of shares
registered.
<PAGE>
Form 20-F
26-57 inclusive (excepting for 50 and 51)
_________________________________________
Refernce is herwith made to the Company's March 4. 1999 lstter addressed to
Ms. Jennifer Bowes of the SEC, which letter responds to each of those comments
indicated above as same relate to Form 20-F. Attached to such letter is annual
report of Triton Resources Ltd. as referred to in Commission comments 44-46
inclusive.
Additional Information
______________________
50-51 Information appearing under this heading on page 5 of Form F-3 has been
amended and/or clarified as requested.
If you and/or your associates have any questions with respect to all or any
portion of this response or amendment (to either Form 20-F or F-3), please do
not hesitate to call the undersigned.
Sincerely,
/S/Gary B. Wolff
Gary B. Wolff
