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COMET RIDGE LIMITED — Capital/Financing Update 2012
Sep 4, 2012
64686_rns_2012-09-04_36536fa9-1cd4-4453-9464-99a52bb6a54c.pdf
Capital/Financing Update
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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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
Comet Ridge Limited
ABN
47 106 092 577
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) |
Fully Paid Ordinary Shares |
|---|---|
| 30,851,907 Shares issued on 5 September 2012 under the retail component (Retail Entitlement Offer) of the partially underwritten accelerated non-renounceable 1 for 4 entitlement offer to shareholders of Comet Ridge Limited announced to ASX on 7 August 2012 (Entitlement Offer). |
|
| Fully Paid Ordinary Shares issued on the same basis as all other fully paid ordinary shares. |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1 ME_93687491_1 (W2003)
4 Do the[+] securities rank equally in all Yes 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 $0.10 per share
6 Purpose of the issue The net proceeds of the Retail Entitlement (If issued as consideration for the Offer (together with the institutional component acquisition of assets, clearly identify of the Entitlement Offer ( Institutional those assets) Entitlement Offer ) and placement to institutional and sophisticated investors ( Placement ) will be used to fund Comet Ridge’s exploration and appraisal activities for 2012/2013 and provide for additional working capital.
7 Dates of entering[+] securities into uncertificated holdings or despatch In relation to the shares issued under the Retail of certificates Entitlement Offer: 5 September 2012. In relation to the shares issued under the Institutional Entitlement Offer and Placement: 17 August 2012.
- 8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 2 if applicable)
| Number | +Class |
|---|---|
| 402,148,746 Shares after completion of the Retail Entitlement Offer, Institutional Entitlement Offer and Placement |
Ordinary fully paid Shares |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 2 ME_93687491_1 (W2003)
| 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Number | +Class |
|---|---|---|
| Unlisted options 500,000 500,000 500,000 1,000,000 Performance Rights 905,000 500,000 500,000 |
Options exercisable at 50 cents expiry 30/11/2013 Options exercisable at 65 cents expiry 31/01/2014 Options exercisable at 50 cents expiry 28/02/2014 Options exercisable at 65 cents expiry 31/03/2014 Performance Rights (vesting 1 July 2013) Performance Rights (vesting 31 Dec 2012) Performance Rights (vesting 31 Dec 2013) |
|
| Not Applicable |
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 |
No |
|---|---|
| Non-Renounceable | |
1 ordinary share for every 4 ordinary shares held as at the Record Date |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 3 ME_93687491_1 (W2003)
| 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 |
Ordinary fully paid Shares |
|---|---|
| 7.00pm AEST on 10 August 2012 | |
| No | |
| Where fractions arise in the calculation of entitlements, they will be rounded up to the nearest whole number of new Shares. |
|
| Shareholders with addresses outside of Australia and New Zealand other than countries which the Company considered it reasonable to make the offer. |
|
| Institutional Entitlement Offer and Placement closed on 8 August 2012 Retail Entitlement Offer: 29 August 2012 |
|
| Comet Ridge Limited has entered into an underwriting agreement with Wilson HTM Corporate Finance Ltd (Wilson HTM) to underwrite the first 18,000,000 Shares subscribed for under the Retail Entitlement Offer. |
|
| 3.5% of the underwritten amount. | |
| Wilson HTM |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 4 ME_93687491_1 (W2003)
| 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 prospectus or Product Disclosure Statement will be sent to persons entitled |
Comet Ridge must pay to Wilson HTM a management fee of 0.75% of all funds raised (exclusive of GST). Comet Ridge must also pay to Wilson HTM a selling commission equal to 3.5% of the amounts raised by Wilson HTM under the Placement and Institutional Entitlement Offer (other than funds raised from certain existing shareholders) and the placement of any subsequent shortfall under the Retail Entitlement Offer. Comet Ridge and Wilson HTM may also engage other brokers or intermediaries to assist with the entitlement offer and any subsequent placement of the shortfall from the Retail Entitlement Offer (if any). Fees may be payable to any such brokers or intermediaries. |
|---|---|
| Comet Ridge Limited will pay a handling fee of 1.5% of the application amount (plus GST), subject to a maximum handling fee of $200 under the Retail Entitlement Offer to full service stockbrokers (being those entities being recognised as full service brokers or non-advisory brokers by the ASX) who submit a valid claim for a handling fee on successful applications under the Retail Entitlement Offer. |
|
| Not Applicable | |
| The offer has been be made without disclosure to investors and under a cleansing notice in accordance with section 708AA of the Corporations Act 2001 (Cth) (the Act) in respect of the Entitlement Offer (lodged with ASX on 7 August 2012) and Section 708A of the Act in respect of the Placement (to be lodged with ASX in accordance with the Act). A retail entitlement offer booklet and entitlement and acceptance form will be lodged with ASX and mailed to eligible retail shareholders on 15 August 2012. |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 5 ME_93687491_1 (W2003)
| 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 |
The Company has secured from all option holders a waiver of their entitlement to participate in the Retail Entitlement Offer. |
|---|---|
| Not Applicable | |
| Not Applicable | |
| Not Applicable | |
| Not Applicable | |
| Not Applicable | |
| Refer to Item 7 of this Appendix 3B |
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
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 6 ME_93687491_1 (W2003)
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 Not Applicable +quotation is sought 39 Class of +securities for which Not Applicable quotation is sought 40 Do the[+] securities rank equally in all Not Applicable 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 Not Applicable now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7 ME_93687491_1 (W2003)
42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)
| Number | +Class |
|---|---|
| Not Applicable |
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 not available now, 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.
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Sign here: Date: 5 September 2012 ( ~~Directo~~ r/Company secretary)
Print name: Stephen Rodgers
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 8 ME_93687491_1 (W2003)