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ACROW LIMITED — Capital/Financing Update 2011
Jan 4, 2011
64288_rns_2011-01-04_6d930405-5cdf-47de-8ebc-8b955a82abfa.pdf
Capital/Financing Update
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5 JANUARY 2011
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NOBLE COMPLETES FURTHER TRANCHE OF PLACEMENT
Noble Mineral Resources Limited (ASX NMG) is pleased to announce that it has completed a second tranche of its $30m capital raising announced on 10 November 2010. The second tranche raised $10.87m through the issue of 27,870,000 fully paid ordinary shares ( Shares ) to institutional and sophisticated investors, taking the total amount raised to date to $28m. It is anticipated that the remaining $2m tranche will be completed later this month.
The $30m placement was undertaken by BGF Equities Pty Ltd and Patersons Securities Limited as Joint Lead Managers.
The funds raised from the placement will be used to underpin an aggressive exploration campaign at the Bibiani Gold Project, and to ensure prudent working capital levels are maintained. Shareholder approval for the placement was obtained at the Company’s General Meeting held 21 December 2010.
An Appendix 3B seeking quotation of this further tranche of Shares follows this announcement.
The Corporations Act 2001 (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:
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Wayne Norris Managing Director
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About Noble Mineral Resources Limited
Noble Mineral Resources Limited listed on the Australian Securities Exchange on 26[th] June 2008 with a focus on exploring for large-scale gold deposits in the world-class Ashanti Gold Belt in Ghana, West Africa.
In November 2009, the Company entered into an agreement for the acquisition of the Bibiani Gold Mine , a project located in the Sefwi-Bibiani Gold Belt in Ghana. On July 20[th] 2010 the final Share Transfer Form was executed to consummate the purchase.
Noble’s other primary gold concessions are Exploration Licences at Cape Three Points, Brotet and Tumentu, which cover some 141.3km² and all are located within the world –class Ashanti Gold Belt in south western Ghana. Ghana is the second largest gold producer in Africa and is the 10[th] largest gold producing nation in the world, with annual production of approximately 2.9 Million Ounces.
Noble’s ongoing focus will be to expand the drilling program at Bibiani to target new shallow resources near the Bibiani Mine and adjacent tenements while still progressing the Cape Three Points, Brotet and Tumentu Concessions within the Southern extension of the Ashanti Gold Belt. Initial exploration at Cape Three Points will be targeted towards the Satin Mine Project and the Morrison Project , both of which lie in an area of historic underground gold exploration. Noble believes that there is significant potential for the delineation of additional high-grade gold mineralisation relating to the down-plunge and strike extension to these zones. When added to the potential now available at Bibiani it will place Noble in a strong position to achieve its goal in building Australia’s next major gold mining house.
ASX Code: NMG
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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. |
|---|---|
| 27,870,000. | |
| Fully paid ordinary shares. |
- See chapter 19 for defined terms.
24/10/2005Appendix 3B Page 1
Appendix 3B New issue announcement
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:
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the date from which they do
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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
$0.39 per share.
6 Purpose of the issue The funds raised from the issue will be used to (If issued as consideration for the underpin an aggressive exploration campaign at acquisition of assets, clearly identify the Bibiani Gold Project, and to ensure prudent those assets) working capital levels are maintained. Shareholder approval for the placement was obtained at the Company’s General Meeting held 21 December 2010.
- 7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates
29 December 2010.
Number +Class 8 Number and +class of all +securities quoted on ASX 375,333,438 Fully paid ordinary shares. ( including the securities in clause 2 if applicable) 74,411,406 Options exercisable at $0.30 each on or before 21 July 2011 (NMGO). 74,420,569 Options exercisable at $0.35 each on or before 21 July 2013 (NMGOA). .
- 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 |
|---|---|---|
| 6,000,000 6,250,000 |
Options exercisable at $0.20 each on or before 8 July 2014. Options exercisable at $0.40 each on or before 19 August 2014. |
|
| 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
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( 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: 5 January 2011 (Managing Director)
Print name: Wayne Norris
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 4