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ELEVRA LITHIUM LIMITED — Capital/Financing Update 2015
Sep 3, 2015
64838_rns_2015-09-03_4a6c466d-6053-44ae-bf43-82cadd210358.pdf
Capital/Financing Update
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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
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.
Name of entity
SAYONA MINING LIMITED
ABN
26 091 951 978
We (the entity) give ASX the following information:
Part 1 - All issues
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1 Class of securities issued or to be issued
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2 Number of securities issued or to be issued (if known) or maximum number which may be issued
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3 Principal terms of the securities
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4 Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities?
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5 Issue price or consideration
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6 Purpose of the issue
Ordinary Fully Paid Shares In accordance with the capital raising announcement on 5 August 2015: 72,320,000 ordinary shares issued pursuant to the institutional component of the rights issue on 14 August 2015; 72,320,000 options will be issued pursuant to the institutional component of the rights issue on 14 August 2015; 30,563,700 shares will be issued pursuant to the retail component of the rights issue on 4 September 2015; and 30,563,700 options will issued pursuant to the retail component of rights issue on 4 September 2015. Ordinary shares as per existing shares. Options exercisable at 3 cents each on or before 30 December 2016 Ordinary shares rank equally in all respects. On exercise of the options, the issued shares will rank equally in all respects. $0.025 per share Nil consideration for options Provide funding for East Kimberley Project acquisition and exploration costs together with Itabela Project due diligence costs and working capital requirements.
- 6a Is the entity an eligible entity that has obtained security holder approval under rule 7.1A?
No
Appendix 3B – New Issue Announcement
| 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 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 |
N/A | N/A |
|---|---|---|
| Nil | ||
| Nil | ||
| N/A | ||
| 72,320,000 ordinary shares will be issued pursuant to the institutional component of the rights issue on 14 August 2015; 72,320,000 options will be issued pursuant to the institutional component of the rights issue on 14 August 2015 30,563,700 shares will be issued pursuant to the retail component of the rights issue on 4 September 2015. 30,563,700 options will issued pursuant to the retail component of rights issue on 4 September 2015. |
||
N/A |
||
| N/A | ||
| 77,162,777 | ||
| Securities issued under institutional component – 14 August 2015 Securities issued under retail component – 4September 2015 |
||
| Number | Class | |
| 514,418,509 102,883,700 |
Ordinary shares after issue of retail component. Options exercisable at 3 cents expiring 30 December 2016 at completionof retailoffer. |
Appendix 3B – New Issue Announcement
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9 Number and class of all securities not quoted on ASX
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10 Dividend policy on the increased capital (interests)
| Number | Class |
|---|---|
| 6,000,000 6,000,000 6,000,000 |
Options exercisable at 0.5 cent expiring 30 June 2016 Options exercisable at 1 cent expiring 31 December 2016 Options exercisable at 1.5 cents expiring 30 June2017 |
| Nil |
Part 2 - Bonus issue or pro rata issue
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11 Is security holder approval required?
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12 Is the issue renounceable or non-renounceable?
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13 Ratio in which the securities will be offered
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14 Class of securities to which the offer relates
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15 Record date to determine entitlements
No Non-renounceable 1 fully paid ordinary share for every 4 shares held on the record date Fully paid ordinary shares 7pm AEST 10 August 2015
- 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
No
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17 Policy for deciding entitlements in relation to Fractional entitlement will be rounded up fractions to the next whole number of share
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18 Names of countries in which the entity has security All countries except Australia or New holders who will not be sent new issue documents Zealand Singapore and Hong Kong
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19 Closing date for receipt of acceptances or Entitlement offer to institutional investors renunciations – Thursday 13 August 2015 Entitlement offer to retail investors – 5pm Friday 28 August 2015
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20 Names of any underwriters Bizzell Capital Partners Pty Ltd
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21 Amount of any underwriting fee or commission
An Underwriting Fee of 3% of amount underwritten. A Management Fee of 2% of amount raised under the Offer. An Option Fee of two options Options (exercisable at 3 cents each on or before 30 December 2016) issued for every dollar of funds raised under the Offer. Up to 50% of the Management Fee and 50% of the Net Underwriting Fee may be paid by the Company via the issue of shares at a issue price of $0.025 together with one freeattaching option for every share issued.
- 22 Names of any brokers to the issue
Not applicable
- 23 Fee or commission payable to the broker to the issue
Not applicable
Appendix 3B – New Issue Announcement
| 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 Issue date |
Not applicable |
|---|---|
| Not applicable | |
| Prospectus and Entitlement and Acceptance Form will be sent to eligible shareholders byThursday,13 August 2015 |
|
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Securities issued to institutional investors – Friday 14 August 2015 Securities issued to retail investors – Friday,4 September 2015 |
Part 3 - Quotation of securities
| 34 (a) (b) |
Type of securities (tick one) X Securities described in Part 1 All other 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
Appendix 3B – New Issue Announcement
Entities that have ticked box 34(b)
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38 Number of securities for which quotation is sought
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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 not, please state:
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the date from which they do
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the extent to which they participate for the next dividend, or interest payment
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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
- 42 Number and class of all securities quoted on ASX ( including the securities in clause 38)
Number Class
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
| Rule 7.1 – Issues exceeding 15% of capital | Rule 7.1 – Issues exceeding 15% of capital |
|---|---|
| Step 1: Calculate “A”, the base figure from which the placement capacity is calculated | |
| Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue |
405,534,809 |
| Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • 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 |
102,883,700 6,000,000 Nil |
| Subtractthe number of fully paid ordinary securities cancelled during that 12 month period |
|
| “A” | 514,418,509 |
| Step 2: Calculate 15% of “A” | |
| “B” | 0.15 |
| Multiply“A” by 0.15 | 77,162,777 |
| 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 |
nil |
| “C” | nil |
| Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 | |
| “A” x 0.15 | 77,162,777 |
| Subtract“C” | Nil |
| Total[“A” x 0.15] – “C” | 77,162,777 |
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
| Rule 7.1A – Additional placement capacity for eligible entities | Rule 7.1A – Additional placement capacity for eligible entities |
|---|---|
| Step 1: Calculate “A”, the base figure from which the placement capacity is calculated | |
| “A” (number must be same as shown in Step 1 of Part ) | Not Applicable |
| Step 2: Calculate 10% of “A” | |
| “D” | |
| Multiply“A” by 0.10 |
Appendix 3B – New Issue Announcement
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
“E”
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 ( number must be same as shown in Step 2) Subtract “E” ( number must be same as shown in Step 3)
Total [“A” x 0.10] – “E”
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.
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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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We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the securities to be quoted, it has been provided 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: Date: 4 September 2015 (Director/Company Secretary)
Print name: PAUL CRAWFORD