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ALTECH BATTERIES LTD — Capital/Financing Update 2013
Mar 21, 2013
64444_rns_2013-03-21_975f4d9a-fa84-41fd-9bc9-42a2d1b05a44.pdf
Capital/Financing Update
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AUSTRALIA MINERALS & MINING GROUP LTD ABN 45 125 301 206
SUPPLEMENTARY PROSPECTUS
Important Information
This Supplementary Prospectus is 21 March 2013 and is supplementary to the Prospectus dated 26 November 2012 issued by Australia Minerals & Mining Group Limited (ABN 45 125 301 206) ( Company ) ( Prospectus ).
This Supplementary Prospectus was lodged with the Australian Securities and Investments Commission ( ASIC ) on 21 March 2013. The ASIC does not take any responsibility for the contents of this Supplementary Prospectus.
This Supplementary Prospectus must be read together with the Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail.
Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus.
This Supplementary Prospectus will be issued with the Prospectus as an electronic prospectus and may be accessed on the Company’s website at www.ammg.com.au. The Company will send a copy of this Supplementary Prospectus to all Applicants who have subscribed for Options pursuant to the Prospectus prior to the date of this Supplementary Prospectus.
This document is important and should be read in its entirety. Please consult your legal, financial or other professional adviser if you do not fully understand the contents.
1. EXTENSION OF TIME TO OBTAIN QUOTATION
In accordance with the Corporations Act, if a person offers securities under a disclosure document (e.g. a prospectus) and the disclosure document states or implies that the securities are to be quoted on a financial market (e.g. ASX) and the securities are not admitted to quotation within 3 months after the date of the disclosure document ( Quotation Condition ), then an issue or transfer of securities in response to an application made under the disclosure document is void and the person offering the securities must return the money received by the person from the applicants as soon as practicable.
In order for the Company to have complied with the Quotation Condition under the Prospectus, the Company’s Options must have been admitted to official quotation on ASX on or before 26 February 2013. The Company closed the initial Offer on 24 January 2013.
Under ASX Listing Rule 2.5, Condition 6, in order for the ASX to grant quotation of convertible securities that are not already quoted, there must be at least 50 holders with a marketable parcel.
The Company has previously received, processed and granted Options pursuant to:
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(a) 27 Applications for Options under the initial Offer (18 of which were for marketable parcels); and
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(b) 10 Applications for Options under the Shortfall Offer (5 of which were for marketable parcels).
The Company has not received any Applications pursuant to which Options have not been granted. Accordingly, there is no right to withdraw being offered in this Supplementary Prospectus.
The Company was unable to comply with the Quotation Condition by 26 February 2013 and accordingly the Options already granted are now void (Shareholders do not need to take any action to cancel those Options) and the Application funds for those Options will be repaid.
In the Directors' opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable after having made the repayments referred to above in respect of the void Options.
The Company intends to place the remaining Options as part of the Shortfall Offer, which will remain open until 24 April 2013.
On 15 March 2013, the Company was granted a modification of the Corporations Act by ASIC ( ASIC Modification ). The effect of the ASIC Modification is to give the Company a further 3 months after the date of this Supplementary Prospectus to obtain quotation of the Options on ASX (i.e. by 21 June 2013).
This Supplementary Prospectus is intended to be read with the Prospectus dated 26 November 2012 issued by Australia Minerals & Mining Group Limited (ABN 45 125 301 206). 2
2. APPLICATIONS
Investors who have NOT previously submitted an Application Form
Applications for Options under the Shortfall Offer must be made using the application form attached to or accompanying this Supplementary Prospectus ( Supplementary Application Form ). Applications must NOT be made on the Application Form attached to or accompanying the Prospectus.
The Supplementary Application Form contains detailed instructions on how it is to be completed.
Completed Supplementary Application Forms and accompanying cheques, made payable to “ Australia Minerals and Mining Group Ltd – Share Offer Account ” and crossed “Not Negotiable”, must be mailed or delivered to the address set out on the Supplementary Application Form by no later than 3 months following Closing Date.
The Company reserves the right to close the Shortfall Offer early.
Applicants who HAVE previously submitted an Application Form AND HAVE been granted Options
Any Options granted prior to the date of this Supplementary Prospectus are now void and all relevant Application monies will be repaid.
If Applicants that have previously been granted Options wish to invest in the Company, they are invited to apply to the Company as a new investor, as set out above.
3. ASX LISTING
Section 3.4 of the Prospectus is replaced by the following paragraphs:
Application for Official Quotation by ASX of the Options offered pursuant to the Prospectus was made within 7 days after the date of the Prospectus.
Following the ASIC Modification, if the Options are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of issue of this Supplementary Prospectus (i.e. 21 June 2013), or such period as varied by the ASIC, the Company will not grant any Options and will repay all application monies for the Options within the time prescribed under the Corporations Act, without interest. Additionally, any Options that have been granted pursuant to the Prospectus will be void and all application monies for those Options will be repaid within the time prescribed under the Corporations Act, without interest.
The fact that ASX may grant Official Quotation to the Options is not to be taken in any way as an indication of the merits of the Company or the Options now offered for subscription.
This Supplementary Prospectus is intended to be read with the Prospectus dated 26 November 2012 issued by Australia Minerals & Mining Group Limited (ABN 45 125 301 206). 3
4. DIRECTORS’ AUTHORISATION
This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.
In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Supplementary Prospectus with the ASIC.
Ric Dawson Managing Director For and on behalf of Australia Minerals & Mining Group Limited
Note: All other details in relation to the terms of the Offer and Shortfall Offer and other matters under the Prospectus remain unchanged.
This Supplementary Prospectus is intended to be read with the Prospectus dated 26 November 2012 issued by Australia Minerals & Mining Group Limited (ABN 45 125 301 206). 4
THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.
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APPLICATION FORM
All Correspondence to:
BROKER STAMP Broker Code Advisor Code
Security Transfer Registrars Pty Ltd AUSTRALIA MINERALS & MINING GROUP LTD PO BOX 535, APPLECROSS WA 6953 770 Canning Highway, APPLECROSS WA 6153 ABN: 45 125 301 206
T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au
PLEASE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM
This application relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option.
| plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
plication relates to the offer of Fully Paid Ordinary Shares at the price of $0.01 per Option. SE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM |
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| I/We apply for: I/We lodge full application of monies of: |
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| , | , | Shares at AUD $0.01 per option A $ |
, | , | . | |||||||||||||||||||||||||||||||||||||
| Title (e.g.: Dr, Mrs) Given Name(s) or Company Name Full Name of Applicant / Company |
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| Title (e.g.: Dr, Mrs) Given Name(s) or Company Name Joint Applicant #2 |
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| Title (e.g.: Dr, Mrs) Given Name(s) or Company Name Joint Applicant #3 |
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| (e.g.: THE SMITH SUPER FUND A/C) Account Designation < > Unit Street Number Street Name or PO BOX Postal Address |
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| / | ||||||||||||||||||||||||||||||||||||||||||
| Postcode State Suburb/Town/City |
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| Country Name (if not Australia) (where applicable) CHESS HIN XIf an incorrect CHESS HIN has been provided (e.g.: incorrect number, registration details do not match those registered) any securities issued will be held on the Issuer Sponsored subregister. Contact Number Contact Name |
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| Email Address | ||||||||||||||||||||||||||||||||||||||||||
@ |
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| Tax File Number / Australian Business Number Tax File Number of Security Holder #2 (Joint Holdings Only) |
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DECLARATION
By lodging this Application Form and a cheque for the application money the applicant hereby:
(1) Applies for the number of Shares specified in the Application Form or such lesser number as may be allocated by the directors ;
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(2) Agrees to be bound by the Constitution of the Company;
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(3) Authorises the directors to complete or amend this Application Form where necessary to correct any errors or omissions;
(4) Authorises the Company to send the applicant a substituted Application Form (if this Application Form ceases to be current) to the applicant's email address set out in this application.
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E & O.E.
0859467155
5
This Application Form relates to the Offer of Options in AUSTRALIA MINERALS & MINING GROUP LTD .
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APPLICATION FORMS
Please complete all parts of the Application Form using BLOCK LETTERS. Use correct forms of registrable name (see below). Applications using the wrong form of name may be rejected. Current CHESS participants should complete their name and address in the same format as they are presently registered in the CHESS system. Insert the number of Options you wish to apply for.
No notice of acceptance of the application will be provided by the Company prior to the allotment of Shares. Applicants agree to be bound upon acceptance by the Company of the application.
Please provide us with a telephone contact number (including the person responsible in the case of an application by a company) so that we can contact you promptly if there is a query in your Application Form. If your Application Form is not completed correctly, it may still be treated as valid. There is no requirement to sign the Application Form. The Company's decision as to whether to treat your application as valid, and how to construe, amend or complete it shall be final.
PAYMENT
All cheques should be made payable to AUSTRALIA MINERALS & MINING GROUP LTD and drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid.
Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured. Do not forward cash as receipts will not be issued.
LODGING OF APPLICATIONS
Completed Application Forms and cheques must be: Posted to: OR Delivered to: AUSTRALIA MINERALS & MINING GROUP LTD AUSTRALIA MINERALS & MINING GROUP LTD C/- Security Transfer Registrars Pty Ltd C/- Security Transfer Registrars Pty Ltd PO Box 535 770 Canning Highway APPLECROSS WA 6953 APPLECROSS WA 6153
Applications must be received by no later than 5.00PM (WST) on the Closing Date 15 February 2013 which may be changed immediately after the Opening Date at any time and at the discretion of the Company.
CHESS HIN/BROKER SPONSORED APPLICANTS
The Company intends to become an Issuer Sponsored participant in the ASX CHESS System. This enables a holder to receive a statement of holding rather than a certificate. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold shares allotted to you under this Application on the CHESS subregister, enter your CHESS HIN. Otherwise, leave this box blank and your Shares will automatically be Issuer Sponsored on allotment.
CORRECT FORM OF REGISTRABLE TITLE
Note that only legal entities are allowed to hold securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to AUSTRALIA MINERALS & MINING GROUP LTD. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the example of the correct forms of registrable names below:
| TYPE OF INVESTOR Individual Use given names in full, not initials. Company Use the company's full title, not abbreviations. Joint Holdings Use full and complete names. Trusts Use trustee(s) personal name(s), Do not use the name of the trust. Deceased Estates Use the executor(s) personal name(s). Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation. Partnerships Use the partners' personal names. Do not use the name of the partnership. Superannuation Funds Use the name of the trustee(s) of the super fund. |
CORRECT Mr John Alfred Smith ABC Pty Ltd Mr Peter Robert Williams & Ms Louise Susan Williams Mrs Susan Jane Smith Ms Jane Mary Smith & Mr Frank William Smith Mr John Alfred Smith Mr John Robert Smith & Mr Michael John Smith Jane Smith Pty Ltd |
INCORRECT J A Smith ABC P/L or ABC Co Peter Robert & Louise S Williams Sue Smith Family Trust Estate of Late John Smith or John Smith Deceased Master Peter Smith John Smith and Son Jane Smith Pty Ltd Superannuation Fund |
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PRIVACY STATEMENT Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.
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1967467156