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EV RESOURCES LTD — Capital/Financing Update 2014
Jul 7, 2014
64887_rns_2014-07-07_931ed85c-cb31-45c9-af5e-829cd2860065.pdf
Capital/Financing Update
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ASX ANNOUNCEMENT
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8 July 2014
Conversion of Initial Tranche Bonds
South East Asia Resources Limited (ASX: SXI ) ( Company ) is pleased to announce that, as per the Bond Subscription Agreement with PA Broad Opportunity IV Limited (Subscriber) for the provision of up to A$10 million by way of unsecured bonds, convertible into shares, the Subscriber has converted $200,000 of the principal amount of the Initial Tranche Bonds of $500,000 and as such, the Company has issued 13,227,513 shares, as per the agreement announced on 18 September 2013.
An Appendix 3B is attached with respect to the issue.
END
About South East Asia Resources Limited
South East Asia Resources is a resources focused resource exploration company listed on the Australian Securities Exchange (ASX code: SXI) and Frankfurt Stock Exchange (FSE code: R1E), with a vision to find, prove and extract value from world class resource projects in South East Asia. The Company is building a resources portfolio with its cornerstone project Malala Molybdenum Project in the Toli Toli Province in North Sulawesi, Indonesia and interests in the Penajam East Coal Project in Penajam Regency of East Kalimantan, Indonesia
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
South East Asia Resources Limited
ABN
66 009 144 503
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) |
Ordinary Shares |
|---|---|
| 13,227,513 Ordinary Shares | |
| Ordinary Shares |
| 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 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 |
Yes – rank equally with the fully paid ordinary shares |
|---|---|
| $0.01512 | |
| Conversion of Bonds | |
| Yes | |
| 29 November 2013 | |
| - | |
| - |
- See chapter 19 for defined terms.
Appendix 3B Page 2
01/08/2012
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 N/A 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 N/A 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 LR 7.1 is: 6,419,633 issue capacity under rule 7.1 and LR 7.1A is: 13,113,568 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities securities 8 July 2014
7 Dates of entering +securities securities into uncertificated holdings or despatch of certificates
Number +Class 8 Number and +class of all 311,741,518 Ordinary shares +securities quoted on ASX ( including the securities in section 2 if applicable)
Number +Class 9 Number and +class of all 1,000,000 Unquoted $0.25 +securities not quoted on ASX Milestone A options ( including the securities in expiring 31 August 2014 section 2 if applicable) 1,000,000 Unquoted $0.25 Milestone B options expiring on 31 August 2014 33,000,000 Unquoted $0.30 Options expiring on 24 December 2015. 10,000,000 Class A Performance Shares 110,000,000 Class B Performance Shares 11 Convertible Bonds with a face value of $110,000
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 N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements?
- See chapter 19 for defined terms.
Appendix 3B Page 4
01/08/2012
| 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. 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) |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
30 How do[+] security holders sell N/A their entitlements in full through a broker? 31 How do[+] security holders sell N/A part of their entitlements through a broker and accept for the balance? 32 How do[+] security holders dispose N/A of their entitlements (except by sale through a broker)? 33 +Despatch date N/A
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)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
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
36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
37 A copy of any trust deed for the additional[+] securities
- See chapter 19 for defined terms.
Appendix 3B Page 6
01/08/2012
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)
42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)
Number +Class
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: ............................................................ Date: ….08/07/2014…. (Company secretary)
Print name: ......Luke Martino..............................
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 8
01/08/2012
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
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Insert number of fully paid ordinary 222,202,277
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities Nil
issued in that 12 month period under an
exception in rule 7.2 Date No of Shares
• Number of fully paid ordinary securities 31/07/2013 1,250,000
issued in that 12 month period with 18/09/2013 14,111,591
29/10/2013 2,500,000
shareholder approval
01/11/2013 11,728,395
• Number of partly paid ordinary 08/07/2014 13,227,513
securities that became fully paid in that
12 month period Total 42,817,499
Note:
Nil
• 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
Subtract the number of fully paid ordinary Nil
securities cancelled during that 12 month
period
“A” 265,019,776
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- See chapter 19 for defined terms.
Appendix 3B Page 9
01/08/2012
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 | 39,752,966 |
| 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: |
33,333,333 Ordinary Shares |
| • 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 |
-
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
-
“C” 33,333,333
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
| placement capacity under rule 7.1 | |
|---|---|
| “A” x 0.15 | 39,752,966 |
| Note: number must be same as shown in | |
| Step 2 | |
| Subtract“C” | 33,333,333 |
| Note: number must be same as shown in | |
| Step 3 | |
| Total[“A” x 0.15] – “C” | 6,419,633 |
| [Note: this is the remaining placement | |
| capacity under rule 7.1] |
- See chapter 19 for defined terms.
Appendix 3B Page 10
01/08/2012
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” 265,019,776 Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of “A”
| Part 2 | 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” Note: number must be same as shown in Step 1 of Part 1 |
265,019,776 |
| Step 2: Calculate 10% of “A” | |
| “D” | 0.10 Note: this value cannot be changed |
| Multiply“A” by 0.10 | 26,501,978 |
| Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used |
|
| Insertnumber of equity securities issued or 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 |
888,409 shares 12,500,000 shares |
| “E” | 13,388,409 |
| 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 |
26,501,978 |
| Subtract“E” Note: number must be same as shown in Step 3 |
13,388,409 |
| Total[“A” x 0.10] – “E” | 13,113,569 Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
Appendix 3B Page 11
01/08/2012
South East Asia Resources Limited ACN 009 144 503
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311-313 Hay Street Subiaco Western Australia 6008 T: +61 (0) 8 9381 5819 F: +61 (0) 89388 3701 www.southeastasiaresources.com.au
SECTION 708A NOTICE
South East Asia Resources Limited (ASX: SXI) ( Company ) advises that it has today issued 13,227,513 fully paid ordinary shares to sophisticated and exempt investors.
Pursuant to Section 708A(5)(e) of the Corporations Act 2001, the Company advises that the Corporations Act 2001 restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By giving this notice, the Company confirms that it issued the relevant securities without a disclosure document under Chapter 6D of the Corporations Act 2001. Further:
-
(a) this notice is given under paragraph 708A(5)(e); and
-
(b) as at the date of the notice, the Company has complied with:
-
(i) the provisions of Chapter 2M as they apply to the body; and (ii) section 674; and
-
(c) the Company is not withholding any “excluded information” from ASX as at the date of the notice.
- See chapter 19 for defined terms.
Appendix 3B Page 12
01/08/2012