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ACROW LIMITED Share Issue/Capital Change 2010

Jul 11, 2010

64288_rns_2010-07-11_6ea9bee2-2301-42ae-9879-dd34f1530402.pdf

Share Issue/Capital Change

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ANNOUNCEMENT

12 JULY 2010

==> picture [203 x 102] intentionally omitted <==

ALLOTMENT OF SHARES AND OPTIONS

Noble Mineral Resources Ltd (ASX: NMG) is pleased to announce that it has allotted 4,000,000 fully paid ordinary shares ( Shares ) in the Company and 6,000,000 options exercisable at 20 cents each on or before 8 July 2014 ( Options ) as part of the acquisition of a 100% interest in Central African Gold Ghana Limited ( CAGG ), the owner of the Bibiani Gold Project.

Shareholder approval was obtained at the Company’s General Meeting held 26 May 2010 for the issue of the Shares and Options to the vendor of CAGG.

Following this announcement is an Appendix 3B relevant to the Shares and Options allotted.

Authorised by:

Alan Taylor Finance Director

A C N 1 2 4 8 9 3 4 6 5

15 B owm an S tr eet , S out h P er t h, W es t er n A us tr ali a, 6151 PO B ox 1021, S out h P ert h, W es t er n A us tr ali a, 6951 T: ( 61- 8) 474 6771 F : ( 61- 8) 9474 6772 W: www. nobl emi nr es .c om . 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 and Options.
4,000,000 Shares; and
6,000,000 Options.
Fully paid ordinary shares (“Shares”); and
Options exercisable at 20 cents each on or before
8 July 2014 (“Options”).
  • 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
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

the extent to which they do not
rank
equally,
other
than
in
relation to the next dividend,
distribution or interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
7
Dates of entering +securities into
uncertificated holdings or despatch
of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause 2
if applicable)
No.
Options over unissued shares may only be
exercised in accordance with their terms and
conditions. Upon conversion of the options to
shares, the shares will rank equally with existing
shares.
No.
Options over unissued shares may only be
exercised in accordance with their terms and
conditions. Upon conversion of the options to
shares, the shares will rank equally with existing
shares.
Deemed issue price of:

$0.30 per Share; and

nil per Option.
The
Shares
and
Options
have
been
issued
pursuant
to
shareholder
approval,
as
part
consideration for the acquisition of 100% interest
in Central African Gold Ghana Limited, the
owner of the Bibiani Gold Project.
8 July 2010.
Number +Class
297,731,484
74,432,871
74,432,871
Ordinary fully paid shares.
Options exercisable at $0.30
each on or before 21 July 2011
(“Bonus 12-month Option”).
Options exercisable at $0.35
each on or before 21 July 2013
(“Bonus 36-month Option”).
.
  • 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)
Number +Class
6,000,000 Options exercisable at $0.20
each on or before 8 July
2014.
  • 10 Dividend policy (in the case of a Not Applicable trust, distribution policy) on the increased capital (interests)

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

  • 34 Type of securities ( tick one )

  • (a) Securities described in Part 1

  • (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

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • 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
  • 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.

  • 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.

  • 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.

  • 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:

.......................................................... (Finance Director)

Date: 12 July 2010

Print name: Alan Taylor

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 4