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ECHOIQ LIMITED Capital/Financing Update 2013

Oct 3, 2013

64833_rns_2013-10-03_3c94aec1-5b30-40dd-b049-45e1c00a4314.pdf

Capital/Financing Update

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==> picture [226 x 77] intentionally omitted <==

4 October 2013

ASX ANNOUNCEMENT

Sentosa Raises $1.14 million in Over-Subscribed Placement to Fund First Drilling on the Darvii Naruu Porphyry Copper Gold and Polymetallic Project in Western Mongolia

The Directors of Sentosa Mining Limited (ASX:SEO) are pleased to announce that the Company has raised $1.14 million in an over-subscribed issue (“Placement”) which is primarily to fund its first exploration drilling on the Darvii Naruu Copper Gold Project, in Western Mongolia, and to further exploration at its existing projects.

Sentosa announced on 1[st] October that it had exercised its Option Agreement to acquire a 100% interest in the 62,700 Hectare project in which a total of 37 exploration targets have been identified including several high priority “drill ready “magnetic and potasic targets.

The table below details the number of shares allotted and dollars raised in Tranche 1 and Tranche 2 of the funding, which initially targeted $1 million:

Tranche
1
Shares
Tranche 1 $ Tranche
1
Options*
Tranche
2
Shares *
Tranche 2 $* Tranche
2
Options*
8,216,111 369,725 4,108,056 17,211,668 774,525 8,605,833
  • Subject to shareholder approval at a meeting to be held on our about 7 November 2013

Tranche 2 shares and Tranche 1 and 2 options are to be issued subject to shareholder approval at the Company’s Annual General Meeting which will be held in Perth on 7 November 2013.

The options will be exercisable at 15 cents on or before three years from the date of issue which will be after the Annual General Meeting.

Sentosas two founding Directors, Nigel Gellard , Executive Chairman of the Company and Leigh Junk, a non-executive Director, are participating in the fund raising.

It is the intention of the Company to also undertake a non-renounceable pro rata entitlements issue of Options on the same terms as the Placement free attaching options (“Entitlement Offer”). The Entitlement Offer will be undertaken on the basis of 1 new Option for every 2 shares held at a price of 0.5 cents per Option to raise up to $130,000. Participants in the Placement will be able to participate in the Entitlement Issue.

1

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The company is issuing 3 million options to Perth financial services company Hartleys Limited, as consideration for satisfaction with services provided in assisting to manage the Placement and Entitlement Issue, on the same terms as the options in the placement.

Sentosa entered the Agreement to acquire Darvii Naruu from a West Australian-based private Company, St Nicolas Mines Pty Ltd in April, through the issue of 5,500,000 fully paid ordinary shares and an 0.5% Net Smelter Return Royalty.

Since then preliminary exploration, including 1,620 line kilometers of aeromagnetic and radiometric survey and two independent technical reviews, have confirmed significant potential for large-scale copper-gold, gold or nickel-copper-PGE mineralised systems within the project. This potential will be tested in the upcoming drilling program which is fully funded through the Placement.

For further information concerning Sentosa’s exploration plans for the future please contact Nigel Gellard, Executive Chairman.

Phone +61 (0)8 6141 3500 Fax +61 (0)8 6141 3599 www.sentosamining.com.au

Nigel Gellard

EXECUTIVE CHAIRMAN

Competent Persons Statement

The information in this release relates to exploration data compiled by Mr Darryl Mapleson, who is a Fellow of the Australian Institute of Mining and Metallurgy. Mr Mapleson is a Principal Geologist and a full time employee of BM Geological Services Pty Ltd. Mr Mapleson has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a competent person as defined in the 2004 edition of the "Australasian Code for reporting of Exploration results, Mineral Resources and Ore Reserves".

2

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4 October 2013

Company Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000

NOTICE PURSUANT TO CHAPTER 6D.2 AND 6D.3 OF THE CORPORATIONS ACT

On 27 September 2013 and 2 October 2013, the Company allotted 8,216,111 fully paid ordinary shares.

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:

  • (a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

  • (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

==> picture [95 x 68] intentionally omitted <==

Jay Stephenson COMPANY SECRETARY

Level 4, 66 Kings Park Road, West Perth WA 6005 | PO Box 52, West Perth WA 6872 T (08) 6141 3500 | F (08) 6141 3599 | www.sentosamining.com

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

Sentosa Mining Limited

ABN

48 142 901 353

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)
Fully Paid Ordinary Shares
8,216,111
Fully Paid Ordinary Shares
  • See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

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
Yes
$0.045 per share
Placement – Tranche 1
Yes
22 November 2012
Nil
  • See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

6d
Number of+securities issued
with security holder approval
under rule 7.1A
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
Dates of entering
+securities
into uncertificated holdings or
despatch of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including
the
securities
in
section 2 if applicable)
Nil Nil
Nil
Nil

N/A
N/A
7.1
2,639
7.1A
Nil
27 September 2013 to 2 October 2013
Number +Class
41,091,111
16,430,000
Fully Paid Ordinary
Shares
25 cent Options to
acquire (1) Share in
the Company on or
before 17 December
2013
  • See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 335,000 28 cent Options to +securities not quoted on ASX acquire one (1) share ( including the securities in in the Company section 2 if applicable) exercisable on or before 30 June 2014 3,000,000 25 cent Options to acquire one (1) share in the Company exercisable on or before 17 December 2013 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 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 4

01/08/2012

Appendix 3B New issue announcement

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)
  • See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

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

  • See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

37 A copy of any trust deed for the additional[+] securities

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.

Appendix 3B Page 7

01/08/2012

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:

==> picture [77 x 54] intentionally omitted <==

Date: 4 October 2013

Company secretary

Print name: Jay Stephenson

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

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 32,875,000 securities on issue 12 months before date of issue or agreement to issue Add the following: • Number of fully paid ordinary securities 0 issued in that 12 month period under an exception in rule 7.2

  • • Number of fully paid ordinary securities 0 issued in that 12 month period with shareholder approval

  • • Number of partly paid ordinary securities 0 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 0 securities cancelled during that 12 month period “A” 32,875,000

  • See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

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 4,931,250

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

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 4,931,250
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
0
0
4,928,611
“C” 4,928,611
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
4,931,250
Subtract“C”
Note: number must be same as shown in
Step 3
4,928,611
Total[“A” x 0.15] – “C” 2,639
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

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” 32,875,000 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 3,287,500

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 3,287,500 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” 3,287,500

  • See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

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
3,287,500
Subtract“E”
Note: number must be same as shown in
Step 3
3,287,500
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

01/08/2012