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CLARA RESOURCES AUSTRALIA LTD Capital/Financing Update 2015

Jun 22, 2015

64598_rns_2015-06-22_97011a6b-5c24-4a37-b126-04dbe7181b05.pdf

Capital/Financing Update

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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, 04/03/13

Name of entity

Aus Tin Mining Limited

ABN

84 122 957 322

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 Unlisted Options be issued 2 Number of[+] securities issued or 258,556,000 to be issued (if known) or maximum number which may be issued 3 Principal terms of the Unlisted Options to be offered pursuant to a +securities (e.g. if options, 1:5 loyalty options issue. (exercisable at exercise price and expiry date; if $0.02 at the end of each calendar quarter partly paid +securities, the through to 30 June 2017) amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

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
N-A, Unlisted
Nil
Free options for eligible shareholders on the
record date (30 June 2015).
Yes
20 November 2014
  • See chapter 19 for defined terms.

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6d Number of[+] securities issued Nil 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 258,556,000 under an exception in rule 7.2 6g If[+] securities issued under rule N-A 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 N-A 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 69,997 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 6 July 2015 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. Number +Class 8 Number and +class of all 1,165,279,987 Ordinary fully paid +securities quoted on ASX shares ( including the +securities in section 2 if applicable)

  • See chapter 19 for defined terms.

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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)
Number +Class
65,500,000
12,231,115
16,000,000
258,556,000
Unlisted Options
($0.04 to 30.06.15)
Unlisted Options ($0.025
to 25.11.2015)
Unlisted Options ($0.02 to
30.06.2017)
Unlisted Options ($0.02 at
the end of each calendar
quarter through to June
2017)

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval No required? 12 Is the issue renounceable or nonNon- renounceable renounceable? 13 Ratio in which the[+] securities will 1 new unlisted options for every 5 existing be offered shares held 14 +Class of +securities to which the N-A, Unlisted offer relates 15 +Record date to determine 30 June 2015 entitlements 16 Will holdings on different registers No (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in Fractional entitlements will be rounded relation to fractions down to the nearest whole number

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

18
Names of countries in which the
entity has security holders who
will
not
be
sent
new
offer
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
26
Date entitlement and acceptance
form and offer documents 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)
N-A
N-A.
No action required byshareholders
N-A
N-A
N-A
N-A
N-A
N-A
N-A.
No action required by shareholders.
19 May 2015
N-A
N-A
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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
+Issue date
N-A
N-A
N-A
6 July 2015

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

  • See chapter 19 for defined terms.

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100,001 and over 37 A copy of any trust deed for the additional[+] securities 38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 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 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)

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

  • See chapter 19 for defined terms.

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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 is not available now, we 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:

==> picture [150 x 29] intentionally omitted <==

...... Date: 23 June 2015 ........

( ~~Director/~~ Company Secretary)

Print name: Karl Schlobohm

== == == == ==

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 25/11/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

==> picture [434 x 383] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 807,056,584
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 125,223,403 (24.10.2014, Rights Issue)
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
• 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
securities cancelled during that 12 month
period
“A” 932,279,987
----- End of picture text -----

  • See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 139,841,998
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insertnumber of+equity securities issued
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
131,841,998 (Placement13.04.2015)
8,000,000 (Placement13.03.2015)
“C” 139,841,998
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
139,841,998
Subtract“C”
Note: number must be same as shown in
Step 3
139,841,998
Total[“A” x 0.15] – “C” Nil
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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” 932,279,987 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 93,227,999

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

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 93,158,002 (Placement 13.04.2015)
• 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
“E” 93,158,002
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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
93,227,999
Subtract“E”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.10] – “E” 69,997
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

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