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DEVELOP GLOBAL LIMITED — Capital/Financing Update 2010
Feb 16, 2010
64801_rns_2010-02-16_f4bbaaab-dfe1-4aeb-9dfc-824e2cf2ec6b.pdf
Capital/Financing Update
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ASX Announcement Code: VXR
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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