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CANNINDAH RESOURCES LIMITED Capital/Financing Update 2017

Feb 15, 2017

64600_rns_2017-02-15_68bbee76-845a-475c-a94c-ad24eb3a9ca8.pdf

Capital/Financing Update

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==> picture [202 x 73] intentionally omitted <==

ASX RELEASE 16 February 2017 ASX Code: CAE

CANNINDAH RESOURCES RAISES $225,000 IN CONVERTIBLE NOTE PLACEMENT

Cannindah Resources Limited (ASX: CAE) is pleased to announce that it has entered into a Convertible Note agreement for A$225,000 (the Note) with Hong Kong based EKG Limited.

The key terms of the Note are set out in the attached Appendix 3B. Funds drawn down from the Note will be applied to the Company’s project activities and to provide working capital.

The Board considers the terms of the Note are commercially reasonable and represents a price conversion marginally higher than the current market price of CAE shares trading on the ASX

For further information, please contact:

Tom Pickett Executive Chairman Ph: 61 7 3357 3988

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, 04/03/13

Name of entity

CANNINDAH RESOURCES LIMITED

ABN

35 108 146 694

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
(e.g.
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)
Convertible Notes
15 million
Interest Rate
8% per annum payable on
conversion
Maturity Date
16 February 2018
Price
$0.015 per note
Conversion rate
Each note may be converted
into one ordinary share. The
notes cannot be redeemed for
cash.
Redemption
At the option of the holder or
on the Maturity Date.
The notes may not be traded or on sold.
The notes carry no voting rights
  • See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

4
Do the+securities rank equally
in all respects from the+issue
date 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)
6a
Is the entity an+eligible entity
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
resolution under rule 7.1A was
passed
6c
Number of+securities issued
without security holder approval
under rule 7.1
6d
Number of+securities issued
with security holder approval
under rule 7.1A
On conversion the shares will rank equally with
all other ordinary shares.
.
$0.015 each ($225,000)
Working capital and project expenditure
yes
24 November 2016
15,000,000 (convertible notes)
nil
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
+Issue dates
Note: The issue date may be prescribed by
ASX (refer to the definition of issue date in
rule 19.12). For example, the issue date for a
pro rata entitlement issue must comply with
the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the
+securities in
section 2 if applicable)
nil nil
nil

n/a
n/a
Listing Rule 7.1 11,359 shares
Listing Rule 7.1A 10,007,573 shares
16 February 2017
Number +Class
100,075,733 Fully paid ordinary
shares
  • See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Number +Class 9 Number and +class of all 15,000,000 Convertible notes +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a n/a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

N/A Deleted

Part 3 - Quotation of securities

N/A Deleted

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Sign here: Date: 16 February 2017 Garry Gill Company Secretary

== == == == ==

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 92,160,663
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities Nil
issued in that 12 month period under an
exception in rule 7.2
7,915,070
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
nil
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary nil
securities cancelled during that 12 month
period
“A” 100,075,733
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 15,011,359

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

  • Insert number of[+] equity securities issued 15,000,000 or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4

  • Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

  • • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

  • • It may be useful to set out issues of securities on different dates as separate line items

  • “C” 15,000,000 Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 15,011,359 Note: number must be same as shown in Step 2 Subtract “C” 15,000,000 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 11,359 [Note: this is the remaining placement capacity under rule 7.1]

Part 2

Part 2 Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1
100,075,733
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 10,007,573
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insertnumber of+equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
nil
“E” nil
  • See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
10,007,573
Subtract“E”
Note: number must be same as shown in
Step 3
nil
Total[“A” x 0.10] – “E” 10,007,573
Note: this is the remaining placement
capacity under rule 7.1A