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ENOVA MINING LIMITED — Capital/Financing Update 2013
Aug 5, 2013
64858_rns_2013-08-05_dcc5d6eb-7485-4053-a4bd-3da300d23396.pdf
Capital/Financing Update
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6 August 2013
Company Announcements Office Australian Stock Exchange Limited 4[th] Floor 20 Bridge Street SYDNEY NSW 2000
Dear Sir/Madam
BINDING AGREEMENT EXECUTED FOR FUND RAISING
The Company has this day signed a binding agreement with a Malaysian company, HK RARE EARTH SDN BHD (“HKRE”) to subscribe for 40 million shares and 10 million options on the following terms,
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a) HKRE subscribing and making payment in full for the First Tranche of Shares ($513,000, being 19 million shares at 2.7 cents) on or around 23 August 2013;
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b) HKRE subscribing and making payment in full for the Second Tranche of Shares ($697,000, being 21 million shares at 3.3 cents) on or around 20 September 2013;
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c) HKRE being issued 10 million options with an exercise price of 10 cents on or before 30 June 2015, the exercise of which will be subject to compliance of Section 606 of the Corporations Act; and
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d) Mr Sia Hok Kiang of HKRE consenting to an appointment to the Board of Directors of the Company after execution of this Agreement. (A dedicated Market Release will be made today)
Issue of these shares under the AGM Approval of 16 May 2013 is subject to ASX approval of an extension to the standard 90 day period, and the Foreign Investment Review Board (FIRB) must be notified of HKRE’s final position, which will be in excess of 15% of the issued capital.
The attached Appendix 3B gives required detail on shares and terms of options.
Yours sincerely
M K Smartt Company Secretary
C R O S S LAND S TATEG IC METALS LIMITED ABN 64 087 595 980 PHONE: +61 8 89815911 FACSIMILE: +61 8 89411364 EMAIL: [email protected] ADDRESS: Unit 8, Raffles Plaza, 1 Buffalo Court, Darwin 0800, NT; GPO Box 2437, Darwin, 0801, NT, AUSTRALIA
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 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, 24/10/2005.
Name of entity
CROSSLAND URANIUM MINES LIMITED
ABN
64 087 595 980
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 and options to convert to ordinary shares.
2 Number of[+] securities issued or to be issued (if known) or 40,000,000 fully paid shares (2 tranches) as maximum number which may be Release made this day. (Para 5 below) issued 11,000,000 options
3 Principal terms of the[+] securities (eg, if options, exercise price and Fully paid shares equal terms as CUX. expiry date; if partly paid +securities, the amount Exercise price of 10 cents on or before 30 June outstanding and due dates for 2015 as per conditions at end of this Appendix. payment; if +convertible The 10 million options issued under the securities, the conversion price Agreement announced this day are also subject and dates for conversion) to compliance of Section 606 of the Corporations Act.
- See chapter 19 for defined terms.
24/10/2005 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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 clause 2 if applicable) |
Fully paid shares – ASX code CUX Options – ASX Code CUXAI |
Fully paid shares – ASX code CUX Options – ASX Code CUXAI |
|---|---|---|
| 21 million shares at 2.7 cents and 19 million shares at 3.3 cents. All options – no consideration. (See Option terms at end) |
||
| Issue of shares to fund the advancement of the Charley Creek Rare Earth Project and promote the project and seek a strategic investor to advance the Feasibility Study. 10 million options are as an incentive to the placement as announced today and 1 million options are to consultants as an incentive to assist in the promotion and potential funding of the project in Asia. |
||
| Estimated – 25 August – 21 million shares and 25 September for 19 million shares. All unlisted options around 25 September 2013. Appendix 3B’s will be lodged at time for any listings. |
||
| Number | +Class | |
| 207,629,043 35,574,642 |
CUX - Ordinary CUXO Options 15 cents – 30 Nov 14 |
- See chapter 19 for defined terms.
Appendix 3B Page 2
24/10/2005
Appendix 3B New issue announcement
| 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) |
Number | +Class | |
|---|---|---|---|
| 15,000,000 CUXAI | Unlisted Options Exercise Expiry 10 cents 30 Jun 15 |
10 Dividend policy (in the case of 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 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 | |||
| 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. |
- See chapter 19 for defined terms.
Appendix 3B Page 3
1/1/2003
Appendix 3B New issue announcement
| 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?
- See chapter 19 for defined terms.
Appendix 3B Page 4
1/1/2003
Appendix 3B New issue announcement
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31 How do[+] security holders sell part of their entitlements through a broker and accept for the balance?
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32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?
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33 +Despatch date
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
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34 Type of securities ( tick one )
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(a) None – Separate Appendix 3B’s will be lodged at time of Allotment.
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(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
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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
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36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
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1 - 1,000
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1,001 - 5,000
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5,001 - 10,000 10,001 - 100,000 100,001 and over
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37 A copy of any trust deed for the additional[+] securities
- See chapter 19 for defined terms.
Appendix 3B Page 5
1/1/2003
Appendix 3B New issue announcement
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 6
1/1/2003
Appendix 3B New issue announcement
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.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
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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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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 06 August 2013 (Director/Company secretary)
Print name: Malcolm Smartt
== == == == ==
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7
Appendix 3B New issue announcement
Material Terms and Conditions of Options
Strike Price 10 cents Expiry 30 June 2015
The Options will entitle the holders to subscribe for Shares in the Company on the following terms:
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(a) each Option entitles the holder, when exercised, to one (1) Share in the Company;
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(b) the Options are exercisable at any time on or prior to 5.00pm (Eastern Standard Time) on 30 June 2015 ( Expiry Date ) by completing an Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company;
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(c) each option may be exercised by notice in writing to the Company during the period referred to in condition (a), accompanied by payment of 10 cents per share;
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(d) an Option does not confer the right to a change in exercise price or a change in the number of underlying shares over which the Option can be exercised;
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(e) the options will not be listed;
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(f) the Options are transferable;
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(g) all Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then issued Shares. The Company will apply for the quotation on ASX of the Options and all Shares issued upon exercise of the Options;
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(h) there are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to and such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue; and
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(i) if at any time the issued capital of the Company is reorganised, the rights of an Option holder are to be changed to the extent necessary to comply with the Listing Rules applying to the reorganisation of capital at the time of the reorganisation.
- See chapter 19 for defined terms.
Appendix 3B Page 8
1/1/2003