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FAR LIMITED Capital/Financing Update 2015

Jul 14, 2015

64899_rns_2015-07-14_62d74ea9-fd9b-47d3-aeaa-55159f842fb7.pdf

Capital/Financing Update

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15 July 2015

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Exercise of Unlisted Options

FAR Limited (ASX: FAR) wishes to advise that it has issued a total of 10,000,000 fully paid ordinary shares upon the exercise of unlisted options.

An Appendix 3B for the issue of new shares is attached.

The offer of fully paid ordinary shares was made without a prospectus pursuant to Part 6D.2 of the Corporations Act 2001 (the “Act”) and this notice is being given pursuant to section 708A(5)(e) of the Act. As at the date of this notice, the company has complied with its financial reporting and auditing obligations under Chapter 2M of the Corporations Act and its continuous disclosure obligations under section 674 of the Act. In particular, there is no information which the Company has withheld from Listing Rule 3.1 disclosure under the carve-out from disclosure.

For more information, please contact:

Peter Thiessen Company Secretary

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 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, 04/03/13

Name of entity

FAR Ltd

ABN

41 009 117 293

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 Ordinary Fully Paid Shares issued 2 Number of[+] securities issued or to 10,000,000 be issued (if known) or maximum number which may be issued

3 Principal terms of the[+] securities Exercise of unlisted options. (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)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

4
Do the+securities rank equally in all
respects from the+issue date 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
10,000,000 @ 6.0 cents
Exercise of unlisted options.
No
N/a
Nil
Nil
  • See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

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 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 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
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and
release
to
ASX
Market
Announcements
7
+Issue dates
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule 19.12).
For example, the issue date for a pro rata
entitlement issue must comply with the applicable
timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
8
Number and+class of all+securities
quoted
on
ASX
(including
the
+securities in section 2 if applicable)
Nil
10,000,000
N/a
N/a
Remaining capacity 7.1 = 441,498,563
15 July 2015
Number +Class
3,193,308,427 Ordinary Shares
  • See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

Number +Class 9 Number and[+] class of all[+] securities 62,000,000 Options – exercisable not quoted on ASX ( including the at 4.4 cents, expiry +securities in section 2 if applicable) date 27 May 2016 68,000,000 Options – exercisable at 10.0 cents, expiry date 1 June 2018

10 Dividend policy (in the case of a N/a trust, distribution policy) on the increased capital (interests)

Part 2 - 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 offer 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
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

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 offer documents 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?
31
How do security holders sell_part_of
their entitlements through a broker
and accept for the balance?
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

  • 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

  • 33 +Issue 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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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

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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[+] issue date 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 7

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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 is not available now, we 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: 15 July 2015

Print name: Peter Thiessen

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1 Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is
calculated
Insertnumber of fully paid+ordinary securities
on issue 12 months before the+issue date or
date of agreement to issue
2,699,846,742
Addthe following:
• Number of fully paid+ordinary securities
issued in that 12 month period under an
exception in rule 7.2

Number of fully paid +ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid+ordinary securities
that became fully paid in that 12 month
period
2,000,000 fully paid ordinary shares issued on 15
October 2014
250,000 fully paid ordinary shares issued on 4
February 2015
500,000 fully paid ordinary shares issued on 8
April 2015
750,000 fully paid ordinary shares issued on 21
April 2015
1,000,000 fully paid ordinary shares issued on 20
May 2015
1,000,000 fully paid ordinary shares issued on 4
June 2015
53,000,000 fully paid ordinary shares issued on
24 June 2015
10,000,000 fully paid ordinary shares issued on
14 July 2015
174,977,011 fully paid ordinary shares issued on
27 October 2014, approved by shareholders on
15 May 2015
  • See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

Note:

  • 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 - securities cancelled during that 12 month period “A” 2,943,323,753 Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 441,498,563

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period not counting those issued: • 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

  • “C” 0

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 441,498,563

  • See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

Note: number must be same as shown in Step 2

Note: number must be same as shown in Step 2
Subtract“C”
Note: number must be same as shown in Step 3
0
Total[“A” x 0.15] – “C” 441,498,563
[Note: this is the remaining placement capacity
under rule 7.1]

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

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
0
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 0
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
“E” 0
  • See chapter 19 for defined terms.

Appendix 3B Page 11

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement
capacity under rule 7.1A
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
0
Subtract“E”
Note: number must be same as shown in Step 3
0
Total[“A” x 0.10] – “E” 0
Note: this is the remaining placement capacity
under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013