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.

DEVELOP GLOBAL LIMITED Capital/Financing Update 2010

Feb 16, 2010

64801_rns_2010-02-16_f4bbaaab-dfe1-4aeb-9dfc-824e2cf2ec6b.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

ASX Announcement Code: VXR

==> picture [159 x 42] intentionally omitted <==

16 February 2010 Issue of Venturex Options to Macquarie and Argonaut Today the Company issued 31,578,947 unlisted options to Macquarie Bank Limited (MBL) and 10,526,316 unlisted options to Argonaut Equity Partners Pty Ltd (AEP). The options have been issued as consideration for the provision of loan facilities of $4 million (MBL: $3 million; AEP $1 million) as per the Company’s announcement on 10 February 2010. The expiry date of the options is 31 January 2012 and the exercise price is 9.5 cents per share. If any options are exercised by either lender, the purchase consideration, being the amount equal to the exercise price multiplied by the number of options exercised, will first be applied against any outstanding facility amount with the balance being paid to Venturex.

For further details: General loan conditions are as follows: Dr Tim Sugden Managing Director T: +61 8 6389 7403 Final maturity date: on or before 31[st] January 2011. M: +61 407 085 032 E: [email protected] Standard commercial rates and fees.

The loans can be pre‐paid without penalty at the end of any quarterly interest period. Board Security for the facilities will be by way of a fixed and floating charge over the Allan Trench Non-Executive Chairman assets of Straits (Whim Creek) Pty Ltd. Tim Sugden A copy of an Appendix 3B regarding the options issue is attached. Managing Director Michael Mulroney Non-Executive Director Anthony Reilly Executive Director TIM SUGDEN Liza Carpene Managing Director Company Secretary

Contact Details Registered Office: Suite 3, Level 1 127 Cambridge Street West Leederville WA 6007 T: +61 8 6389 7400 F: +61 8 9463 7836 E: [email protected] W: www.venturexresources.com ABN: 28 122 180 205

Page 1

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

Venturex Resources Limited (ASX Code: VXR)

ABN

28 122 180 205

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)
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
Unlisted options (new class)
42,105,263
Exercisable at $0.095 on or before 31 January 2012.
Not quoted
Shares issued upon exercise of options will rank
equally with listed shares on issue.
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

  • 5 Issue price or consideration

Nil

  • 6 Purpose of the issue Issued as consideration for provision of loan facilities (If issued as consideration for the of $4M (as per announcements of 10 and 12 February acquisition of assets, clearly identify those 2010) assets)

  • 7 Dates of entering +securities into 16 February 2010 uncertificated holdings or despatch of certificates

  • 8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 2 & 38 if applicable)

Code Ordinary
Shares
Options Exercise
Price
Expiry
Date
VXR 535,982,350
Total Listed 535,982,350
  • 9 Number and[+] class of all[+] securities not quoted on ASX ( including the securities in clause 2, not including the securities in clause 38, if applicable)
Code Ordinary
Shares
Options Exercise
Price
Expiry Date Escrow
Release
VXRAB - 1,457,148 $0.20 22/04/2011 -
VXRAC - 650,000 $0.20 30/11/2010 -
VXRAO - 21,000,000 $0.10 12/01/2012 -
VXRAI - 12,000,000 $0.15 6/12/2012 -
TBA - 42,105,263 $0.095 31/01/2012
Total Unlisted - 77,212,411
ase of a trust,
ncreased capital
Unchanged
  • 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? N/A

  • 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?

  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

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)
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.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

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.

Appendix 3B Page 4

1/1/2003

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)

42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Code Ordinary
Shares
Options Exercise
Price
Expiry
Date
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

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 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: 16 February 2010 Company Secretary

Print name: Liza Carpene

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003