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CZR RESOURCES LTD — Capital/Financing Update 2019
Aug 8, 2019
64748_rns_2019-08-08_16c1ce8b-ae0a-4de7-b3be-17313fd4d414.pdf
Capital/Financing Update
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Coziron Resources Limited
ABN: 91 112 866 869 Level 24, 44 St George’s Terrace Perth Western Australia 6000 PO Box Z5183 Perth WA 6831 Phone: +61 8 6211 5099 Facsimile: +61 8 9218 8875 Website: www.coziron.com
The Company Announcements Office ASX Limited Via E Lodgement
9 August 2019
COZIRON RAISES $3M TO ADVANCE IRON ORE AND GOLD TARGETS
Coziron Resources Limited (" Coziron " or "the Company ")(ASX:CZR) is pleased to announce completion of the placement to raise $2.975 million through an oversubscribed placement to institutional and professional investors (" Placement ")(see ASX announcement on 5 August 2019). This was the maximum amount that could be raised pursuant to the Company's capacity under ASX Listing Rules.
PLACEMENT DETAILS
The Placement raised $2,975,000 (before costs) through the issue of 297,500,000 new Shares at an issue price of $0.01 per share. Applicants also received one new option for every two shares issued. The new options have an exercise price of $0.02 per share and an expiry date of 8 August 2021. DJ Carmichael Pty Ltd and Trident Capital Pty Ltd have acted as joint lead managers to the Placement.
The Placement of the shares and options was within the Company's capacity under ASX Listing Rules 7.1 and 7.1A. The Company issued 297,500,000 shares with 178,555,127 issued under LR7.1A and 118,944,873 under LR7.1. The 148,750,000 options were issued under LR7.1.
INFORMATION REQUIRED UNDER LISTING RULE 3.10.5A
In relation to the issue of 178,555,127 shares by the Company on 9 August 2019 pursuant to ASX Listing Rule 7.1A, the Company provides the following information in accordance with ASX Listing Rule 3.10.5A.
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a) The dilution to existing shareholders as a result of the shares issued pursuant to the placement under Listing Rule 7.1A (178,555,127) was 10.0%.
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b) The securities were issued by the Company under LR7.1A and not as a pro rata issue or other type of issue in which existing ordinary security holders would have been eligible to participate as it was considered to be the most efficient and expedient method of raising the funds required.
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c) The placement was not underwritten.
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d) The Company will pay a fee of 6% of the value of the funds raised from securities issued under LR7.1A.
Coziron Resources Ltd
Page 1
NOTICE UNDER SECTION 708A
The Company gives notice pursuant to Section 708A(5)(e) of the Corporations Act that the shares issued on 9 August 2019 were issued without disclosure under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act. The Company, as at the date of this notice, has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company and Section 674 of the Corporations Act. There is no excluded information to be disclosed for the purposes of Sections 708A(7) and (8) of the Corporations Act.
ABOUT COZIRON RESOURCES LIMITED
Coziron Resources Limited has exploration focussed on the Yarraloola (829km[2] ), Shepherd Well (77km[2] ), Croydon Top-Camp (317 km[2] ) and Yarrie (419km[2] ) Projects in the Pilbara region and Buddadoo (303km[2] ) Project in the Yilgarn region of Western Australia.
For further information please contact Adam Sierakowski or Rob Ramsay on 08 6211 5099.
Coziron Resources Ltd
Page 2
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
Name of entity
COZIRON RESOURCES LIMITED
ABN
91 112 866 869
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 Fully paid ordinary shares to be issued Options, Exercise price $0.02, expiry 8 August 2021 2 Number of[+] securities issued or to be issued (if known) or 297,500,000 Shares maximum number which may 148,750,000 Options be issued 3 Principal terms of the +securities (eg, if options, Fully paid ordinary shares exercise price and expiry date; if partly paid[+] securities, the Options, Exercise price $0.02, expiry 8 amount outstanding and due August 2021 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 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 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 6d Number of+securities issued with security holder approval under rule 7.1A |
Shares – Yes Options - The Options will not be quoted or rank equally with any class of quoted security. However, the fully paid ordinary shares issued upon exercise will be quoted and rank equally with all other ordinary shares then on issue in the Company. |
|---|---|
| $0.01 per share. Options are free attaching. |
|
| The proceeds of the Placement will ensure that Coziron is fully funded to undertake exploration programs on its Ashburton Magnetite project along with drilling at the Top Camp gold and base metal projects, and provideworking capital. |
|
| Yes | |
| 23 November 2018 | |
| Shares – 118,944,873 Options – 148,750,000 |
|
| Shares – 178,555,127 |
- See chapter 19 for defined terms.
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6e Number of[+] securities issued with security holder approval Nil under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued Nil under an exception in rule 7.2 6g If securities issued under rule Yes 7.1A, was issue price at least Issue Price $0.01 75% of 15 day VWAP as VWAP $0.0133 (15 Day VWAP up to and calculated under rule 7.1A.3? including 5 August 2019, immediately Include the issue date and both preceding the agreement to issue. values. Include the source of Date sourced from IRESS) the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash N/A 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 7.1 – 137,817 and rule 7.1A – complete 7.1A – Nil Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities into uncertificated holdings or 9 August 2019 despatch of certificates Number +Class 8 Number and +class of all +securities quoted on ASX 2,083,051,268 Fully paid Ordinary ( including the securities in Shares section 2 if applicable)
- See chapter 19 for defined terms.
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Number +Class 9 Number and +class of all 148,750,000 Options exercisable +securities not quoted on ASX at 2.0 cents per ( including the securities in share on or before 8 section 2 if applicable) August 2021 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 |
| non-renounceable? | |
| 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 | |
| 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 |
- See chapter 19 for defined terms.
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| 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) | |
| 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 |
- See chapter 19 for defined terms.
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Appendix 3B New issue announcement
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 – ] [Shares only]
-
(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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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.
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Entities that have ticked box 34(b)
38 Number of securities for which +quotation is sought N/A 39 Class of[+] securities for which quotation is sought N/A 40 Do the[+] securities rank equally in all respects from the date of N/A 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 N/A 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 N/A N/A ( 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.
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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.
-
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.
Sign here: Date: 9 August 2019 (Company secretary)
Print name: Stephen Hewitt-Dutton
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 8
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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
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 securities on issue 12 months before date 1,785,551,268 of issue or 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 Nil
-
• 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” 1,785,551,268
- 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 | 267,832,690 |
| 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 |
Shares – 118,944,873 Options – 148,750,000 |
| “C” | 267,694,873 |
| 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 |
267,832,690 |
| Subtract“C” Note: number must be same as shown in Step 3 |
267,694,873 |
| Total[“A” x 0.15] – “C” | 137,817 [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” 1,785,551,268 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 0.10 178,555,127
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: Shares – 178,555,127 • 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” 178,555,127
-
See chapter 19 for defined terms.
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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 |
178,555,127 |
| Subtract“E” Note: number must be same as shown in Step 3 |
178,555,127 |
| Total[“A” x 0.10] – “E” | Nil Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
Appendix 3B Page 12
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