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EMETALS LIMITED Capital/Financing Update 2012

Dec 23, 2012

64850_rns_2012-12-23_48eec719-cdb2-49f9-b50a-b835a3ac1d7f.pdf

Capital/Financing Update

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WEST PEAK IRON

ASX announcement

24 December 2012

ACN: 142 411 390

T: 08 6489 1600

F: 08 6489 1601

E: [email protected]

Suite 9, 330 Churchill Avenue,

Subiaco WA 6008

PO Box 866,

Subiaco WA 6904

www.westpeakiron.com.au

Directors & Management

Gary Lyons: Chairman

Graham Marshall: Director

Mathew Walker: Director

Jimmy Lee: Director

Shane Tomlinson: Exploration Manager

Sonu Cheema: Company Secretary

Issued Capital

80,500,000 ordinary shares

13,105,465 unlisted options exercisable at 20 cents each on or before 30 June 2013

500,000 unlisted options exercisable at 30 cents each on or before 30 June 2013

2,000,000 unlisted options exercisable at 15 cents each on or before 30 June 2014

ASX Code: WPI

WEST PEAK IRON LTD

COMPLETION OF PLACEMENT AT 7 CENTS TO RAISE $1.12M

Key Points:

  • Successful completion of Placement at 7 cents to raise $1,120,000

PLACEMENT

As announced on 21 December 2012, West Peak Iron Limited (ASX code: WPI) announced it will raise $1,120,000 to expand the drilling program on the Company's Liberian Projects.

West Peak is pleased to confirm that it has completed the Placement with the allotment of 16 million shares at $0.07 to raise $1,120,000 before costs. The Placement was issued pursuant to ASX Listing Rules 7.1 (9,675,000 shares) and 7.1A (6,325,000 shares)

Alto Capital Pty Limited acted as the Lead Manager to the Placement.

Attached is an Appendix 3B in relation to the issue of the shares.

Information required under ASX Listing Rule 3.10.5A

West Peak provides the information as required under ASX Listing Rule 3.10.5A as follows:

a) Dilution to existing shareholders as a result of the issue under Listing Rule 7.1A is 12%, dilution existing shareholders as a result of the issue under Listing Rule 7.1 is 8% and total dilution to existing shareholders as a result of the placement is 20%.

b) West Peak issued shares to sophisticated and institutional investors as it was considered to be a more efficient mechanism for raising the funds for the current placement. The placement did not expose the Company market volatility that may have been experienced over a more protracted raising process such as a pro-rata issue;

c) No underwriting arrangements were in place for the placement; and

d) Fees payable to the Lead Manager are 6% of the total funds raised.


WEST PEAK IRON

Completion of Placement

Yours Faithfully
By Order of the Board

Mathew Walker
Executive Director

For further information contact:
Mathew Walker; Executive Director, West Peak Iron Ltd.
Telephone: +61 8 6489 1600
Email: [email protected]

COMPETENT PERSONS' STATEMENTS

Scientific or technical information in this news release has been prepared under the supervision of Mr Shane Tomlinson, an employee of the Company and a Member of the Australian Institute of Geoscientists (MAIG). Mr Tomlinson has sufficient experience which is relevant to the style of mineralisation 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” (the JORC Code). Mr Tomlinson consents to the inclusion in this report of the information in the form and context in which it appears.

FORWARD LOOKING AND EXPLORATION TARGET STATEMENTS

Some statements in this announcement regarding estimates or future events are forward-looking statements. They involve risk and uncertainties that could cause actual results to differ from estimated results. Forward looking statements include, but are not limited to, statements concerning the Company's exploration program, outlook, target sizes and mineralised material estimates. They include statements preceded by words such as "expected", "planned", "target", "scheduled", "intends", "potential", "prospective", and "seek", "proposed" and similar expressions.

ABOUT WEST PEAK

West Peak Iron Ltd (West Peak) is an exploration company with a focus on iron ore exploration.

West Peak has focused on increasing its licence holdings through direct tenement applications both in Western Australia and Liberia since floating on the ASX in 2010. West Peak's strategy is to actively explore its land holding to identify and focus on those projects which are believed to have the greatest potential for economic iron mineralisation through staged exploration programs. The Company's activities are dependent on the maintenance of appropriate licences, permits and regulatory consents which may be withheld, withdrawn or made subject to limitations.

ASX code - WPI Market Cap @ 7 cps - $5,635,000 (undiluted)
Issued shares - 80.5 Cash - $2.5M
Unlisted Options - 15.11m options

LIBERIA

West Peak has 972 km² of granted tenure prospective for iron ore in Liberia through a combination of reconnaissance and exploration licences for iron ore in the Grand Bassa, Bomi, Bong and River Cess counties. All licences contain identified iron-bearing formations and are located close to port, rail and road infrastructure (both existing and currently being upgraded to meet iron ore industry requirements).

WESTERN AUSTRALIA

West Peak has built up a land holding in the emerging Mid-West and Yilgarn Iron Provinces. High grade rock chip results have been received from the Warriedar and Highway prospects and indicate the potential for DSO style mineralisation. A magnetite target has been identified at the Dandaraga tenement from mapping and rock chip sampling of an outcropping BIF.


WEST PEAK IRON

Completion of Placement

Notice under Section 708A

24 December 2012

West Peak Iron Limited (the "Company") issued 16,000,000 on 24 December 2012 to institutional and sophisticated investors to raise $1,120,000. The issued securities are part of a class of securities quoted on the Australian Securities Exchange ("ASX").

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Corporations Act 2001 (Cwth) (the "Act") that:

  1. the Company issued the securities without disclosure to investors under Part 6D.2 of the Act;
  2. as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and
  3. as at the date of this notice, there is no information that is "excluded information" within the meaning of sections 708A(7) and 708A(8) of the Act.

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
West Peak Iron Limited

ABN
71 142 411 390

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
    Fully Paid Ordinary Shares

  2. Number of +securities issued or to be issued (if known) or maximum number which may be issued
    16,000,000

  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

  4. See chapter 19 for defined terms.

01/08/2012
Appendix 3B Page 1


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

Yes

5 Issue price or consideration

7 cents

6 Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

The funds raised from the placement will be used to accelerate exploration activities in Liberia and for general working capital.

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

Yes

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

30/11/12

6c Number of +securities issued without security holder approval under rule 7.1

9,500,000

  • 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 6,4500,000
6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) NIL
6f Number of securities issued under an exception in rule 7.2 NIL
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. Yes
Date issue price agreed: 20/12/12
15 trading day VWAP: 7 cents
75% of 15 trading day VWAP: 5.5 cents
Source: Alto Capital
Date of issue: 24/12/12
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 N/A
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 7.1: 125,000
7.1A: NIL
Refer to Annexure 1
7 Dates of entering +securities into uncertificated holdings or despatch of certificates 24/12/12
  • See chapter 19 for defined terms.
    01/08/2012

Appendix 3B

New issue announcement

8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

Number +Class
80,500,000 Fully paid ordinary shares (WPI)

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)

Number +Class
13,105,465 Unquoted options exercisable at $0.20 on or before 5.00pm (WST) on 30/06/2013
500,000 Unquoted options exercisable at $0.30 on or before 5.00pm (WST) on 30/06/2013
2,000,000 Unquoted options exercisable at $0.15 on or before 5.00pm (WST) on 30/06/2014

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

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

  • See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012


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
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
  • See chapter 19 for defined terms.
    01/08/2012

Appendix 3B

New issue announcement

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 +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

  • See chapter 19 for defined terms.

Appendix 3B Page 6
01/08/2012


Appendix 3B
New issue announcement

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 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

  • See chapter 19 for defined terms.

01/08/2012
Appendix 3B Page 7


Appendix 3B

New issue announcement

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 8

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.

  3. The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

  4. There is no reason why those +securities should not be granted +quotation.
  5. 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.

  • 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.

  • 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.

img-0.jpeg

Sign here: _________ Date: __24/12/12______
(Director)

Print name: Matthew Walker

  • See chapter 19 for defined terms.
    01/08/2012
    Appendix 3B Page 9

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 securities on issue 12 months before date of issue or agreement to issue 27,500,001
Add the following:
• Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 32,894,535
• Number of fully paid ordinary securities issued in that 12 month period with shareholder approval 4,105,464
• Number of partly paid ordinary securities that became fully paid in that 12 month period Nil
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 securities cancelled during that 12 month period Nil
“A” 64,500,000
  • See chapter 19 for defined terms.

Appendix 3B Page 10

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 9,675,000
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insert number 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 9,550,000
“C” 9,550,000
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 9,675,000
Subtract “C”
Note: number must be same as shown in Step 3 9,550,000
Total [“A” x 0.15] – “C” 125,000
[Note: this is the remaining placement capacity under rule 7.1]
  • See chapter 19 for defined terms.

01/08/2012
Appendix 3B Page 11


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”
Note: number must be same as shown in Step 1 of Part 1 64,500,000
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 6,450,000
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
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 6,450,000
“E” 6,450,000
  • See chapter 19 for defined terms.

Appendix 3B Page 12

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

| “A” x 0.10
Note: number must be same as shown in Step 2 | 6,450,000 |
| --- | --- |
| Subtract “E”
Note: number must be same as shown in Step 3 | 6,450,000 |
| Total [“A” x 0.10] – “E” | NIL
Note: this is the remaining placement capacity under rule 7.1A |

  • See chapter 19 for defined terms.

01/08/2012
Appendix 3B Page 13