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Brockman Mining Limited Share Issue/Capital Change 2015

Jan 20, 2015

48994_rns_2015-01-20_8251f5d6-eb3a-41ef-af72-e55727fb398a.pdf

Share Issue/Capital Change

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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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Brockman Mining Limited (BCK)

ARBN

143 211 867

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)
Unlisted Employee Options Issued (BCKO)
8,000,000 Options
4,000,000 Options exercisable at HK$0.45
between 19 January 2016 and 18 January 2018;
and
4,000,000 Options exercisable at HK$0.45
between 19 January 2017 and 18 January 2018.
  • See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

4 Do the[+] securities rank equally N/A 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 HK$1 6 Purpose of the issue The Options were issued pursuant to the (If issued as consideration for Brockman Mining Limited 2012 Share the acquisition of assets, clearly Option Schemes and its relevant identify those assets) amendments as approved by members in the General Meetings held respectively on 13 November 2012 and 28 November 2013. 6a Is the entity an[+] eligible entity No that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder N/A resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A without security holder approval under rule 7.1

  • See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6d
Number of+securities issued
with security holder approval
under rule 7.1A
6e
Number of+securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
6f
Number of securities issued
under an exception in rule 7.2
6g
If securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
issue date and both values.
Include the source of the VWAP
calculation.
6h
If securities were issued under
rule
7.1A
for
non‐cash
consideration, state date on
which
valuation
of
consideration was released to
ASX Market Announcements
6i
Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
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
section 2 if applicable)
N/A
N/A
N/A

N/A
N/A
N/A
N/A
Number +Class
8,381,982,131 Ordinary fully paid
shares
  • See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
section 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
61,400,000
64,600,000
64,600,000
3,600,000
3,600,000
73,350,000
73,350,000
8,000,000
Options exercisable at
HK$0.72,expiry date 13
December 2015
Options exercisable at
HK$0.717, expiry date
14 January 2016
Options exercisable at
HK$0.967, expiry date
14 January 2016
Options exercisable at
HK$0.717, expiry date
28 February 2016
Options exercisable at
HK$0.967, expiry date
28February 2016
Options exercisable at
HK$0.717, expiry date
20 May 2016
Options exercisable at
HK$0.967, expiry date
20 May 2016
Options exercisable at
HK$0.45, expiry date 18
January2018
N/A

Part 2 - Bonus issue or pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non‐
renounceable?
13
Ratio in which the+securities
will be offered

N/A
N/A

N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17
Policy for deciding entitlements
in relation to fractions
18
Names of countries in which the
entity has+security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee
or commission
22
Names of any brokers to the
issue
23
Fee or commission payable to
the broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the
date of the meeting
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent
to persons entitled
27
If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell
their entitlements_in full_through
a broker?
31
How do+security holders sell
part
of
their
entitlements
through a broker and accept for
the balance?
32
How do+security holders dispose
of their entitlements (except by
sale through a broker)?
33
+Despatch date
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

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

Tick to indicate you are providing the information or documents

  • 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

  • 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

  • 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

  • 38 Number of securities for which +quotation is sought

  • 39 Class of +securities for which quotation is sought

  • See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

40 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

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

Quotation agreement

  • 1 +Q u otation of o ur additio n al[+] securit i es is in AS X ’s absolut e discretion . ASX ma y quote the [+] securities o n any con d itions it decides.

  • 2 We warrant th e following t o ASX.

  • The iss u e of the[+] securities to be quoted complies w ith the law and is not for an illegal p u rpose.

  • There i s no reas o n why th o se[+] securi t ies shoul d not be g ranted +quotation.

  • An off e r of the[+] s e curities fo r sale withi n 12 mont h s after their issue will no t require di s closure under section 707(3) or s ection 1012 C (6) of the Co r porations A ct.

Note: An e n tity may need to obtain appropria t e warranties fro m subscribers for t he securities in o rder to be able to give this warranty

  • Section 724 or sec t ion 1016E of the Corp o rations Act does not a p ply to any ap p lications r eceived by us in rela t ion to an y[+] securitie s to be quoted and that n o‐one has a ny right t o return an y[+] securitie s to be quoted under sect i ons 737, 73 8 or 1016F o f the Corp o rations Ac t at the time th a t we requ e st that the [+] securities b e quoted.

  • If we a r e a trust, w e warrant t h at no pers o n has the r ight to ret u rn the +securi t ies to be q u oted unde r section 1019B of the C o rporation s Act at the time that we r e quest that t he[+] securit i es be quot e d.

  • 3 We will indem n ify ASX to the fullest e xtent per m itted by la w in respect of any clai m , action o r expense arising fro m or conn e cted with a ny breach of the war r anties in t h is agreem e nt.

  • 4 We give ASX t h e informa t ion and d o cuments r e quired by t his form. If any inf o rmation o r documen t not avai l able now, will give i t to ASX before +qu o tation of t h e[+] securiti e s begins. We ackno w ledge that ASX is rel y ing on the informatio n and docu m ents. W e warrant t h at they are (will be) tr u e and co m plete.

Sign here: ............................................................ D a te: 20 Janu a ry 2015 (Dir e ctor ~~/Com~~ ~~p any secret~~ ~~a ry)~~

Print name: Mr. C han Kam K wan, Jaso n

  • See chapter 19 for defined terms.

Appendix 3 B Page 9

01/08/2012