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ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. Share Issue/Capital Change 2011

Nov 17, 2011

64819_rns_2011-11-17_ca57e5ec-461c-41cb-8387-4870e602aa5e.pdf

Share Issue/Capital Change

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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 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
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)
1. Ordinary Shares(ASX Code: ESI)
2. Options (ESIO)
1. 6,251,810 Ordinary Shares
2. 3,125,001 Options
1. Fully Paid Ordinary Shares ranking
equally with existing Ordinary Shares
2. Listed Options exercisable at 2.0¢ on or
before 16 January 2014
  • 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)
Yes, the New Shares and New Options will
rank equally with the existing ESI and ESIO
securities respectively
A. 6,250,001 ESI $0.006 per Ordinary
Shares as a result of uptake of Shortfall
and
B. 1,809 ESI at $0.020 per Ordinary
Shares as a result of exercise of ESIO
options
Funds raised from part placement of Right Issue
shortfall and exercise of listed options (ESIO) is
to be used to:
• complete Phase 1 of the Design for Tender in
respect of the Proposed Coldry Production
Plant, albeit this intended use will be dependent
upon further cash to be raised from placement
of the Shortfall in the ensuring 3 months
following closure of the offer;
• fund the net cash loss between the cost of
producing, and the revenue derived from, the
2,000 tonnes of Coldry BCE to be used by
Datang in the Test Burn;
• meet short-term, working capital requirements
in respect of the Test Burn; and
• meet operational expenditure in respect of the
on-going
development
of
the
Coldry
Technology and theMATMOR Technology.

7 Dates of entering[+] securities into Friday, 18 November 2011 uncertificated holdings or despatch of certificates

  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause
2 if applicable)
Number +Class
1,176,860,572
631,612,904
Ordinary shares (ESI)
Listed
Options
exercisable
at
approximately 2.0¢ on
or before 16 January
2014(ESIO)
9
Number and+class of all
+securities not quoted on
ASX
(including
the
securities in clause 2 if
applicable)
Number +Class
~2.2† Unsecured Convertible Notes with a total
face value of US$511,193 (A$471,112)
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 Convertible
Notes have a maturity date of 2 November
2013 if not converted beforehand.
360,999� Options exercisable at 3.12 cents each
and expiring on 23 December 2011
  • Note: † The Company has prepaid A$125,000 of the Convertible Notes since the Appendix 3B lodged on 21 October 2011.

    • Options expiring on 17 November 2011 shown in Appendix 3B lodged on 21

    • October 2011 will lapse without being exercised.

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

Part 2 - Bonus issue or pro rata issue

Placement of shortfall of non-renounceable rights issue previously advised and questions 11 to 33 no longer relevant.

Part 2 completed and advised in Appendix 3Bs lodged upon announcement of Rights Issue on 26 August 2011 and following advice of take-up of entitlements on 4 October 2011.

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

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

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

  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

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.

  • 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.

Sign here:

Company secretary

Date: 17[th] November 2011

Print name: John Osborne

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5