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CYCLIQ GROUP LTD — Capital/Financing Update 2010
Feb 7, 2010
64746_rns_2010-02-07_449fee42-9cb5-49cb-bfc6-bc473eb22e03.pdf
Capital/Financing Update
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ACN 119 749 647
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8 February 2010
Companies Announcement Office ASX Limited 20 Bridge Street Sydney NSW 2000
Capital Raising
The Company is pleased to announce that it has completed a capital raising of $360,000 by the placement of 9,000,000 ordinary fully paid shares ( Shares ) at $0.04 per Share, together with 4,500,000 free attaching options exercisable at $0.06 each on or before 31 December 2013 ( Options ). The placement has been made to sophisticated investors pursuant to section 708 of the Corporations Act.
The Company has today allotted and issued 9,000,000 Shares under the Company’s 15% placement capacity, as allowed under the ASX Listing Rules, with the 4,500,000 Options to be issued upon and subject to shareholder approval.
The Company will convene a meeting of shareholders to ratify and/or seek shareholder approval for the issue of the Shares and Options.
Funds raised from the issue will be applied for working capital expenditure.
Attached to this announcement is an Appendix 3B in relation to the securities issued.
Pursuant to section 708A(5)(e) of the Corporations Act, the Company gives notice that the securities were issued without disclosure to investors under Part 6D.2 of the Corporations Act in reliance on section 708A(5).
The Company as at the date of this announcement has complied with:
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(a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
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(b) section 674 of the Corporations Act.
As at the date of this announcement, there is no excluded information for the purposes of section 708A(7) and (8) of the Corporations Act, required to be disclosed by the Company.
Yours faithfully
A R Hamilton Chairman
Suite B 150 Hay Street Subiaco Western Australia 6008 Phone 08 9388 8439 Fax 08 9388 8450
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 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
MODENA RESOURCES LIMITED
ABN
119 749 647
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 Ordinary fully paid shares issued 2 Number of[+] securities issued or to 9,000,000 be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities Equal with existing fully paid shares (eg, if options, exercise price and expiry date; if partly paid Subject to shareholder approval, free attaching +securities, the amount outstanding options, exercisable on or before 31 December and due dates for payment; if +convertible securities, the 2013 at $0.06 each, will be issued on the basis of one option for every two shares subscribed conversion price and dates for for and issued. conversion)
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 2
Appendix 3B New issue announcement
4 Do the[+] securities rank equally in all Yes – ordinary fully paid shares. 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 $0.04 per share 6 Purpose of the issue Funds raised for working capital purposes. (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering[+] securities into 8 February 2010 uncertificated holdings or despatch of certificates Number + Class 8 Number and +class of all 114,950,600 Ordinary shares +securities quoted on ASX ( including the securities in clause 68,428,622 Options exercisable at 20 2 if applicable) cents each on or before 30 June 2010
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 3
Appendix 3B New issue announcement
| 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) |
Number | +Class |
|---|---|---|
| 1,306,014 1,244,444 3,085,714 10,000,000 |
Convertible notes (Face value - $457,105) convertible at lesser of $0.35 or 85% of 5 day average market price on or before 31/01/2010 Convertible notes (Face value - $560,000) convertible at lesser of $0.45 or 85% of 5 day average market price on or before 28/02/2010 Convertible notes (Face value - $1,080,000) convertible at lesser of $0.35 or 85% of 5 day average market price on or before 30/09/2010 Convertible notes (Face value - $2,500,000) convertible at lesser of $0.25 or 80% of 30 day weighted average market price on or before 29/01/2011 |
10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or 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
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 4
Appendix 3B New issue announcement
| 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 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 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) |
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- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 5
Appendix 3B New issue announcement
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 -
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.
24/10/2005
Appendix 3B Page 6
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 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 - 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.
24/10/2005
Appendix 3B Page 7
Appendix 3B New issue announcement
Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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- The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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- There is no reason why those[+] securities should not be granted +quotation.
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- 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
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- 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.
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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.
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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.
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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.
Sign here: C Willis (Director)
Date: 8 February 2010
Print name: Craig Willis
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- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 8