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CLARA RESOURCES AUSTRALIA LTD Capital/Financing Update 2017

Nov 8, 2017

64598_rns_2017-11-08_8af42973-dc7f-45b8-b60f-b0ebd51aee6c.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 28,250,000 to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, Unlisted options exercisable of 2 cents per exercise price and expiry date; if option, expiring 14 June 2020. partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

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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
N-A
N-A
Incentive
for
executives
and
employees
(ESOP Options)
Yes
15 November 2016
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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
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
• 15,000,000
FPO
(The
Lind
Partners,
2017.06.26)
• 62,500,000 Unlisted Options (The Lind
Partners, 2017.06.16)
• 25,000,000 (Conversion shares, 2017.09.14)
• 31,250,000
Unlisted
Options
(The
Lind
Partners, 2017.11.03)
N-A
28,250,000 unlisted options (this allotment)

N-A
N-A
280,664,487
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.
9 November 2017
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

8
Number and
+class of all
+securities quoted on ASX
(_including_the+securities in
section 2 if applicable)
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 Number +Class
1,697,657,946 Ordinary fully paid shares
Number +Class
62,500,000
31,250,000
28,250,000
Unlisted Options
($0.02 to 14.06.2020)
Unlisted Options
($0.0135 to 03.11.2020)
Unlisted Options
($0.02 t0 14.06.2020)

Part 2 - Pro rata issue

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

  • See chapter 19 for defined terms.

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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)
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
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

broker and accept for the balance?

32 How do security holders dispose of their entitlements (except by sale through a broker)?

33 +Issue date

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 38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought

  • See chapter 19 for defined terms.

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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: 9 November 2017

( ~~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

Insert number of fully paid[+] ordinary 1,657,657,946 securities on issue 12 months before the + issue date or date of agreement to issue

Add the following:

  • Number of fully paid[+] ordinary securities 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” 1,657,657,946

  • 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
Multiply“A” by 0.15 248,648,692
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
15,000,000 FPO (The Lind Partners, 16.06.2017)
62,500,000 Unlisted Options (The Lind Partners,
16.06.2017)
25,000,000 FPO (Conversion Shares, 14.09.2017)
31,250,000 (Unlisted Options, 03.11.2020)
“C” 133,750,000
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
248,648,692
Subtract“C”
Note: number must be same as shown in
Step 3
133,750,000
Total[“A” x 0.15] – “C” 114,898,692
  • 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” 1,657,657,946 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A”

“D” 0.10 Multiply “A” by 0.10 165,765,795

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

Insert number 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

  • “E” Nil

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

“A” x 0.10 165,765,795
Note: number must be same as shown in
Step 2
Subtract“E” Nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.10] – “E” 165,765,795
  • See chapter 19 for defined terms.

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