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EMU NL Capital/Financing Update 2013

May 9, 2013

64851_rns_2013-05-09_b8636d84-6076-471f-ab3d-bd938af49b32.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

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

Emu NL

ABN

50 127 291 927

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 Contributing Shares be issued 2 Number of[+] securities issued or 14,747,964 to be issued (if known) or maximum number which may be issued 3 Principal terms of the Partly paid ordinary shares, $0.03 outstanding +securities (eg, if options, per share, at call of the Company no earlier exercise price and expiry date; if than the day after the first anniversary of issue. partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • 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
No.
Irrespective of whether the Company has made
a Call for the payment of all or any of the
unpaid amount, each Partly Paid Ordinary
Share:
a) carries the right to participate in new
issues (except bonus issues) of securities
made to holders of Shares as if the Partly
Paid Shares were Fully Paid Shares;
b) carries the right to participate in bonus
issues of securities in the proportion
which the amount paid (or, if applicable,
aggregate of amounts paid) (not credited)
bears to the total of the amounts paid and
payable and each holder (“Holder”) of a
Partly Paid Share will be notified by the
Company of any proposed bonus issue of
securities at least 7 days prior to the
record date for any such issue;
c) entitles the Holder to (i) exercise voting
rights on a pro-rata basis in the proportion
which the amount (or, if applicable,
aggregate of amounts) paid bears to the
total of the amounts paid and payable;
and (ii) fully participate in dividends as if
the Partly Paid Shares were a Fully Paid
Share;
d) is freely transferable;
e) upon being paid up in full shall rank
equally in all respects with all Fully Paid
Shares then on issue and the Company
shall promptly apply for them to be listed
on the ASX (and each or any other
exchange on
which shares of the
Company are traded).
$0.06 ($0.03 paid on application)
Issue of contributing shares as approved by
shareholders at a General Meeting held 11 April
2013.
Yes
  • See chapter 19 for defined terms.

Appendix 3B Page 2

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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
(including
the
securities
in
section 2 if applicable)
30 November 2012 30 November 2012
1,000 fully paid ordinary shares
Nil
Nil
14,747,964 partly paid ordinary shares –
Exception 14

N/A
N/A
Rule 7.1 – 5,195,428
Rule 7.1A – 3,464,285
10 May 2013
Number +Class
34,643,856 Fully
paid
ordinary
shares
  • See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
section 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
34,642,856
841,148
82,736
Partly paid ordinary shares,
$0.03 outstanding per share,
at call of the Company no
earlier than the day after the
first anniversary of issue.
Options (22 December 2014
- $0.5874)
Options (21 December 2015
- $0.4266)
The Board intends to distribute to Shareholders
all funds surplus (if any and for so long as any
such surplus be significant) to the Company's
investment and operating requirements (as
determined by the Board) subject always to:
(a)
availability of distributable profits (if any);
(b)
solvency requirements;
(c)
banking or other funding covenants by
which the Company is bound from time to
time; and
(d)
acquisitive
and
organic
growth
opportunities.

Part 2 – DELETED – NOT APPLICABLE

Part 3 - DELETED – NOT APPLICABLE

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

  • See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

  • 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: Company secretary Print name: Dennis Wilkins

Date: 10 May 2013

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 5

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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

Part 1 Part 1
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
27,500,000
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
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
7,143,856

7,142,856 fully paid ordinary shares
issued on 28 December 2012
approved by shareholders on 30
November 2012 (exception 14)
Nil
Nil
Subtractthe number of fully paid ordinary
securities cancelled during that 12 month
period
Nil
“A” 34,642,856
  • See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

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 5,196,428
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
1,000 fully paid ordinary shares issued
on19/02/2013
“C”
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
5,196,428
Subtract“C”
Note: number must be same as shown in
Step 3
1,000
Total[“A” x 0.15] – “C” 5,195,428
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 7

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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” 34,642,856 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 3,464,285

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 Nil 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” Nil

  • See chapter 19 for defined terms.

Appendix 3B Page 8

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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
3,464,285
Subtract“E”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.10] – “E” 3,464,285
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012