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ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. Share Issue/Capital Change 2012

Jan 9, 2012

64819_rns_2012-01-09_75276660-15e2-40d4-a5b1-0d1c9da1b7a0.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 1. Ordinary Shares(ASX Code: ESI) issued 2. Options (ESIO) 2 Number of[+] securities issued or to 1. 115,833,336 Ordinary Shares be issued (if known) or maximum 2. 57,916,668 Options number which may be issued 3 Principal terms of the[+] securities 1. Fully Paid Ordinary Shares ranking (eg, if options, exercise price and equally with existing Ordinary Shares expiry date; if partly paid 2. Listed Options exercisable at 2.0¢ on or +securities, the amount outstanding before 16 January 2014 and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • 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 Yes, the New Shares and New Options will respects from the date of allotment rank equally with the existing ESI and ESIO with an existing[+] class of quoted securities respectively +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)
115,833,336 ESI at $0.006 per Ordinary
Shares
and
57,916,668
ESIO
for
nil
consideration to parties allotted ESI shares in
the placement.Totalconsideration$695,000.
115,833,336 ESI at $0.006 per Ordinary
Shares
and
57,916,668
ESIO
for
nil
consideration to parties allotted ESI shares in
the placement.Totalconsideration$695,000.
Placement of shares and options to professional
and/or sophisticated investors on the same terms
as Rights Issue covered by the Prospectus dated
26 August 2011 to raise funds to:
• complete Phase 1 of the Design for Tender in
respect of the Proposed Coldry Production
Plant,;
• meet operational expenditure in respect of the
on-going
development
of
the
Coldry
Technology and the MATMOR Technology;
and
•.meet
short-term,
working
capital
requirements.
Wednesday 11 January 2011
Number +Class
1,431,077,246
758,721,243
Ordinary shares (ESI)
Listed
Options
exercisable
at
approximately 2.0¢ on
or before 16 January
2014(ESIO)
  • 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
~1.5 La Jolla
Convertible
Notes
Unsecured la Jolla Convertible Notes with
a
total
face
value
of
US$326,873
(A$301,112)
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.
Notes with a
face value of
$400,000
Secured “Menzies Securities” Convertible
Note convertible into ordinary shares on or
after 31 December 2011 into ordinary
shares based on 80% of the average of the
lowest Volume Weighted Average Prices
during the 10 trading days prior to the
election to convert or at the option of the
“Menzies Securities” Convertible Note
holder at 0.06¢ per share and if the holder
elects to convert under this mechanism,
they receive 1 free listed Option for each 2
Shares. All Convertible Notes have a
maturity date of 30 November 2013 if not
converted beforehand.
360,999 Unlisted options exercisable at 3.12 cents
each and expiring on 23 December 2011
20,000,000 Unlisted options exercisable at 5.0 cents
each and expiring on 14 December 2014

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.

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

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.

  • See chapter 19 for defined terms.

Appendix 3B Page 4

24/10/2005

Appendix 3B New issue announcement

  • 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: 10[th] January 2012 Print name: John Osborne

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5