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ACROW LIMITED — Capital/Financing Update 2009
Dec 3, 2009
64288_rns_2009-12-03_693346bc-941e-4bd8-b833-215cbc244459.pdf
Capital/Financing Update
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ANNOUNCEMENT
3 DECEMBER 2009
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PLACEMENT
Noble Mineral Resources Ltd (ASX: NMG) is pleased to confirm the completion of a placement to certain of its existing shareholders and sophisticated investors of 20,732,037 fully paid ordinary shares at $0.27 per share (the Shares ) to raise $5,597,650, before costs of the issue. The issue of Shares is within the Company’s 15% placement capacity.
The funds will be applied to the acquisition of a Ghanaian gold mining project, the Bibiani Gold Project and to supplement the Company’s working capital.
As announced previously, the Company has commenced the 90 day review process of the Bibiani Gold Project in Ghana.
An Appendix 3B applying for quotation of these shares accompanies this announcement.
Secondary Trading Notice Pursuant to Paragraph 708A(5)(e) of the Corporations Act 2001 ("Act")
The Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A of the Act. By giving this notice, a sale of the Shares noted above will fall within the exemption in section 708A(5) of the Act.
The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:
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(a) the Company issued the Shares without disclosure to investors under Part 6D.2 of the Act;
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(b) as at the date of this Notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and
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(c) as at the date of this Notice, there is no information:
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(i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
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(ii) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
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a. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
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b. the rights and liabilities attaching to the relevant Shares.
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Authorised by:
Alan Taylor Director
A C N 1 2 4 8 9 3 4 6 5
15 Bowman Street, South Perth, Western Australia, 6151 PO Box 371, South Perth, Western Australia, 6951 T: (61-8) 9474 6771 F: (61-8) 9474 6772 W: www.nobleminres.com.au
Appendix 3B New issue announcement
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement, application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
NOBLE MINERAL RESOURCES LIMITED
ABN
36 124 893 465
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
| 1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) |
Shares. |
|---|---|
| 20,732,037. | |
| Fully paid ordinary shares. |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
Appendix 3B New issue announcement
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4 Do the[+] securities rank equally in all Yes. respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
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• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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5 Issue price or consideration
$0.27 per share.
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6 Purpose of the issue The funds raised from the issue will be applied to (If issued as consideration for the the acquisition of the Bibiani Gold Project, and to acquisition of assets, clearly identify ensure prudent working capital levels are those assets) maintained.
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7 Dates of entering[+] securities into 3 December 2009. uncertificated holdings or despatch of certificates
Number +Class 8 Number and +class of all +securities quoted on ASX 48,064,537 Ordinary fully paid shares. ( including the securities in clause 2 if applicable) .
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 2
Appendix 3B New issue announcement
| 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Number | +Class |
|---|---|---|
| 111,037,500 | Ordinary fully paid shares. | |
| Not Applicable |
Part 2 - Bonus issue or pro rata issue
Questions 11 to 33 Not Applicable
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
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34 Type of securities ( tick one )
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(a)[Securities described in Part 1 ]
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(b)[All other securities ]
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Questions 35 to 37 - Not Applicable
Entities that have ticked box 34(b)
Questions 38 to 42 - Not Applicable
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 3
Appendix 3B New issue announcement
Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted[+] quotation.
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An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
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Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.
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If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.
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3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
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4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here:
..........................................................
Date: 3 December 2009
(Director)
Print name: Alan Taylor
== == == == ==
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 4