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ELEVRA LITHIUM LIMITED Capital/Financing Update 2015

Aug 4, 2015

64838_rns_2015-08-04_d07da48b-5475-4b7d-8b0f-1c77aebcf464.pdf

Capital/Financing Update

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5 August 2015

NON-RENOUNCEABLE RIGHTS ISSUE TO RAISE UP TO $2.57 MILLION

Further to today’s announcement regarding the acquisition of the Itabela Project, Sayona Mining Limited (ASX: SYA) ("Sayona" or “The Company") is pleased to announce that it is commencing an accelerated non-renounceable rights issue, comprising an Institutional Offer and Retail Offer on the basis of one (1) New Share for every four (4) Shares held at an issue price of 2.5 cents ($0.025) per New Share together with one (1) free attaching New Option for every New Share issued ( Rights Issue ).

Sayona may issue a maximum of approx. 102,883,703 New Shares (subject to rounding) to raise up to $2.57 million (before the costs of the Rights Issue). A maximum of 102,883,703 New Options may be issued under the Rights Issue. The New Options are to be listed on the ASX, exercisable on a 1:1 basis at 3 cents ($0.03) per Share and will expire on 30 December 2016.

The net proceeds of the Rights Issue, together with the Company’s existing cash will be used to fund the East Kimberley Project acquisition costs, exploration at the East Kimberley Project, Itabela Project Due Diligence costs and working capital requirements.

The Rights Issue will be partially underwritten to a minimum amount of $1.5 million by Bizzell Capital Partners Pty Ltd, who are also acting as the Lead Manager to the Rights Issue.

The Company proposes to lodge a prospectus with ASIC and ASX by 12pm on Thursday, 6 August 2015 setting out the full terms and conditions of the Rights Issue.

The indicative timetable is provided below and an Appendix 3B in respect of the Rights Issue is also attached.

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Indicative Timetable

The current proposed timetable for the Rights Issue is documented below. The dates are indicative only and Sayona reserves the right to vary the dates (subject to the Corporations Act and the ASX Listing Rules).

Activity Date
Institutional Entitlement Offer opens Wednesday, 5 August 2015
Institutional Entitlement Offer closes Thursday, 6 August 2015
Institutional Shortfall bookbuild Thursday, 6 August 2015
Lodge Prospectus with ASIC and ASX - By
12pm
on Thursday,
Release copy of offer documentation 6 August 2015
on ASX
Announce results of Institutional Offer Friday, 7 August 2015
Record
Date
for
Entitlement
to 7pm (Brisbane time) Monday,
participate in the Retail Offer 10 August 2015
Last date to send Prospectus and Thursday, 13 August 2015
Entitlement and Acceptance Form to
Shareholders and Announce Offer
documents have been dispatched
Retail Offer opens 9am (Brisbane time) Thursday,
13 August 2015
Retail Offer Close - Closing Date for 5pm (Brisbane time) Friday, 28
Receipt
of
Entitlement
and
August 2015
Acceptance Form
Quotation of securities issued under Monday, 7 September 2015
Retail Offer
Normal ASX trading for New Shares Monday, 7 September 2015
and New Options commences

For more information, please contact:

Paul Crawford

Executive Director and Company Secretary Phone: +61 (7) 3369 7058 Email: [email protected]

Sayona Mining Limited is an Australian, ASX-listed, company focused on sourcing and developing high purity flake graphite for use in the rapidly growing new technology sectors.

Please visit us as at www.sayonamining.com.au

Page 1

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

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
4
Do the securities rank equally in all respects from the
date of allotment with an existing class of quoted
securities?
5
Issue price or consideration
6
Purpose of the issue
6a
Is the entity an eligible entity that has obtained
security holder approval under rule 7.1A?
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
1.
Ordinary Fully Paid Shares
2.
Options overOrdinary Shares
1.
Approximately 102,883,703
2.
Approximately102,883,703
1. As per existing shares
2. Options exercisable at 3 cents each on
orbefore 30December 2016
1. Yes
2. On exercise of the options, the issued
shares will rank equally in all respects
withexisting quoted ordinary shares.
1.
$0.025
2.
Nil
Provide funding for East Kimberley Project
acquisition and exploration costs together
with Itabela Project due diligence costs and
workingcapital requirements.
No
N/A
Nil
Nil

Appendix 3B – New Issue Announcement

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
9
Number and class of all securities not quoted on ASX
10
Dividend policy on the increased capital (interests)
N/A N/A
1.
Approximately 102,883,703
2.
Approximately102,883,703

N/A
N/A
Approximately 77,162,777
Shares issued to institutional investors
– Monday 17 August 2015
Shares issued to retail investors
–5pm Friday,4September 2015
Number Class
514,418,512
102,883,703
Ordinary shares
Options exercisable at 3 cents
expiring 30December 2016
**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

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

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

Appendix 3B – New Issue Announcement

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
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?
No
Fractional entitlement will be rounded up
to the nextwhole number of share
All countries except Australia or New
ZealandSingapore and HongKong
Entitlement offer to institutional investors
– Thursday 6 August 2015
Entitlement offer to retail investors
– 5pm Friday28 August 2015
Bizzell Capital Partners PtyLtd
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 free-
attachingoption for everyshare issued.
Not applicable
Not applicable
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

Appendix 3B – New Issue Announcement

  • 32 How do security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

  • 33 Issue date

Shares issued to institutional investors – Monday 17 August 2015 Shares issued to retail investors – 5pm Friday, 4 September 2015

Part 3 - Quotation of securities

  • 34 Type of securities ( tick one )

  • (a) X Securities described in Part 1

  • (b) 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

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 not, please state:
 the date from which they do
 the extent to which they participate for the next
dividend, 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
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
102,883,703
6,000,000
Nil
Subtractthe number of fully paid ordinary securities cancelled
during that 12 month period
“A” 514,418,514
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

  • 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.

  • 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.

  • 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.

  • 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: 5 August 2015 (Director/Company Secretary)

Print name: PAUL CRAWFORD