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ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. Capital/Financing Update 2011

May 16, 2011

64819_rns_2011-05-16_1df920ae-d399-483f-942c-7e7ccbb9e889.pdf

Capital/Financing Update

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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

Environmental Clean Technologies Limited

ABN

28 009 120 405

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
2
Number of+securities issued or to be issued (if
known) or maximum number which may be
issued
Convertible Notes (Unsecured)
1 Convertible Note with a face value of
US$250,000
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

3
Principal terms of the+securities (e.g, 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)
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)
The Unsecured Convertible Note has a maturity
date of 2 November 2013 and, on this date, the
outstanding principal amount of the Convertible
Note (being, the outstanding issue price of the
Convertible Note to the extent that it has not
been converted) will be repaid by the Company.
Each Convertible Note is convertible into
ordinary shares based on the average of the three
lowest Volume Weighted Average Prices during
the 15 trading days prior to the date of
conversion of part or all of the Convertible Note
in accordance with the terms and conditions as
previously advised. The Convertible Notes are
unsecured.
The details of the terms of the Convertible Note
are
set
out
in
the
Company’s
ASX
announcement on 26 October 2010 and
summarised in the Appendix 3B for the first
Convertible Note issue advised on 2 November
2010.
Seventh issue of a Convertible Note.
Each new ordinary share issued on conversion
of the Convertible Note will be issued as fully
paid and will rank equally with, and have the
same rights and liabilities as, existing ordinary
shares in the Company in all respects.
The Company has a further US$450,000 to
draw under the Convertible Note facility.
A$231,717 (Convertible Note face value of
US$250,000)
ECT will use the funds raised through the issue
of the Convertible Note for:
 further commercialisation of the Company’s
Coldry
technology,
including
ongoing
feasibility studies and design work for a
demonstration plant;
 further
development
of
the
Matmor
technology; and
 on-going working capital requirements.
  • 7 Dates of entering[+] securities into uncertificated 16 May 2011 holdings or despatch of certificates

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

Number +Class
873,011,120
497,264,535
Ordinary shares (ESI)
Listed options (ESIO)

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

Number +Class
~2.6 Convertible Noteswith a total face value of
USD647,030
(AUD610,400)
convertible
into
ordinary shares based on the average of the three
lowest Volume Weighted Average Prices during the
15 trading days prior to the date of conversion of part
or all of the Convertible Note in accordance with the
terms and conditions as previously advised. All the
Convertible Notes mature and are repayable on 2
November 2013 if not converted beforehand.
1,539,145 Options exercisable at 11.3 cents each and expiring
on 2 June 2011
708,306 Options exercisable at 5.59 cents each and expiring
on 25 Sept 2011
794,806 Options exercisable at 4.04 cents each and expiring
on 8 Oct 2011
962,106 Options exercisable at 3.795 cents each and expiring
on 17 November 2011
360,999 Options exercisable at 3.12 cents each and expiring
on 23 December 2011

10 Dividend policy (in the case of a None trust, distribution policy) on the increased capital (interests)

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Part 2 - Bonus issue or pro rata issue

NOT A BONUS ISSUE OR PRO RATA ISSUE SO QUESTIONS 11 to 33 NOT APPLICABLE

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)

NOT A NEW CLASS OF SECURITIES TO BE LISTED AND BOX 34(b) NOT TICKED SO QUESTIONS 35 to 42 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

  • 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.

Signed: John Osborne (Company secretary) Date: 16[h] May 2011

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5