Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

COPPERMOLY LIMITED Capital/Financing Update 2013

Dec 30, 2013

64690_rns_2013-12-30_fb9766c6-2985-4689-a42d-a0178845cfa2.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [249 x 72] intentionally omitted <==

ADDRESS PHONE PO Box 6965 +61(07) 5592 1001 Gold Coast Mail Centre FAX Qld 9726 Australia +61 (07) 5592 1011 EMAIL ABN 54 126 490 855 [email protected] WEBSITE www.coppermoly.com.au

ASX Announcement

31 December 2013

ASX Code: COY

Completion of Private Placement and Allotment of Securities

Coppermoly Limited (Coppermoly) advises that, further to the announcement on 23 December 2013, it has today completed the allotment procedures for the private placement of 52,737,609 shares at $0.016 per share (ie 1.6 cents per share), to raise approximately $840,000 ( Placement ).

Funds raised from the Placement will be used to fund exploration of the Company’s tenements and the repayment of the outstanding convertible notes due for repayment on 21 January 2014, as well as other general working capital requirements.

An Appendix 3B (New issue announcement, application for quotation of additional securities and agreement) is attached detailing the issue.

The following information is provided as required by ASX Listing Rule 3.10.5A:

  • a) Details of the dilution to the existing holders of ordinary securities caused by the issue:
Shareholders Before
Placement
After
Placement
Shareholders notparticipatingin Placement 100.00% 80.01%
Shareholderparticipatingin Placement 0.00% 19.99%
  • b) The shares were issued as a private placement in order to provide certainty that Coppermoly will have sufficient funds to repay the convertible notes due for repayment in late January 2014 and to undertake further exploration on its tenements during the first half of the 2014 calendar year.

Given the need for Coppermoly to have certainty regarding its funding, and in light of the limited participation of Shareholders in Coppermoly’s July 2013 offer and shortfall offer, the Shares were issued as a private placement rather than, or in addition to, a pro-rata issue. The Board considered that the additional cost and delay involved in implementing an underwritten pro-rata offer would not be in the best interests of Shareholders in this instance.

  • c) The Placement was not underwritten

  • d) There were no fees or costs

Yours sincerely Coppermoly Limited

==> picture [89 x 53] intentionally omitted <==

Maurice Gannon

Managing Director / Company Secretary Encl.

Appendix 3B New issue announcement

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

COPPERMOLY LTD

ABN

54 126 490 855

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)
FULLY PAID ORDINARY SHARES
52,737,609
FULLY PAID ORDINARY SHARES
  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in YES 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 $0.016 PER SHARE. 6 Purpose of the issue (If issued as consideration for the FUNDS RAISED FROM THE acquisition of assets, clearly PLACEMENT WILL BE USED TO identify those assets) FUND EXPLORATION ACTIVITY, REPAY THE OUTSTANDING CONVERTIBLE NOTES AND PROVIDE WORKING CAPITAL TO THE COMPANY. 6a Is the entity an[+] eligible entity that YES 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 13 NOVEMBER 2013 resolution under rule 7.1A was passed 6c Number of +securities issued 31,632,013 without security holder approval under rule 7.1 6d Number of[+] securities issued with 21,105,596 security holder approval under rule 7.1A

  • See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

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

YES
Date price agreed: 20 DECEMBER 2013
Issue date:
31 DECEMBER 2013
15 day VWAP:
2.13c
VWAP CALCULATED BY MORGANS
STOCKBROKING
NOT APPLICABLE
Rule 7.1: 26,381
Rule 7.1A: NIL
31 DECEMBER 2013
Number +Class
263,793,571
(INCLUDING
52,737,609
ADDITIONAL
SHARES)
FULLY
PAID
ORDINARY
SHARES
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all +securities not quoted on ASX 2,000,000 UNLISTED ( including the +securities in OPTIONS EXERCISABLE AT section 2 if applicable) $0.05 ON OR BEFORE FEBRUAR Y 2016 2 (EACH WITH A CONVERTIBLE FACE VALUE OF NOTES MATURING $125,000) ON 21 JANUARY 2014. CONVERTIBLE INTO ORDINARY SHARES AT $0.033 CENTS PER SHARE

.

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

NO DIVIDEND DISTRIBUTION IS ENVISAGED IN THE NEAR FUTURE.

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.

Appendix 3B Page 5

04/03/2013

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

  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

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 broker
and accept for the balance?
  • See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Appendix 3B New issue announcement

  • 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

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

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

  • 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)

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 9

04/03/2013

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: ............................................................ Date: 31 DECEMBER 2013 ( ~~Director~~ /Company secretary)

MAURICE GANNON Print name: .........................................................

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

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 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

==> picture [415 x 383] intentionally omitted <==

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

Insert number of fully paid [+] ordinary 160,587,362
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 35,973,146
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 14,495,454
shareholder approval
• Number of partly paid [+] ordinary NIL
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” 211,055,962
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15

[Note: this value cannot be changed] Multiply “A” by 0.15 31,658,394

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

Insert number 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

  • “C” NIL

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

placement capacity under rule 7.1
“A” x 0.15 31,658,394
Note: number must be same as shown in
Step 2
Subtract“C” NIL
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 31,658,394
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

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” 211,055,962 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 21,105,596

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

  • See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013

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
21,105,596
Subtract“E”
Note: number must be same as shown in
Step 3
NIL
Total[“A” x 0.10] – “E” 21,105,596
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 14

04/03/2013