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FireFly Metals Ltd. Capital/Financing Update 2019

May 6, 2019

48548_rns_2019-05-06_969153a2-04af-4800-89fb-5caf328a2b82.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT ASX: AUT For Immediate Release 7 May 2019

==> picture [195 x 62] intentionally omitted <==

Auteco Minerals Ltd

AUTECO MINERALS APPOINTS CORPORATE ADVISOR

Auteco Minerals Ltd (ASX: AUT) (“Auteco” or “the Company”) is pleased to announce it has appointed Canaccord Genuity (Australia) Ltd (“Canaccord”) as its corporate advisor. Canaccord will assist with the Company’s ongoing capital markets strategy, provide introductions to a broader investor community both domestically and internationally, and other advisory services.

Canaccord is a leading independent financial services firm with a global presence and strong credentials in the metals and mining sector.

Please refer to the Appendix 3B accompanying this announcement.

Yours sincerely

CORPORATE DIRECTORY

Nicholas Katris Company Secretary

Auteco Minerals Ltd.

Executive Director Sam Brooks

Non- Executive Director Michael Naylor

Non-Executive Director Ian Gordon

CONTACT DETAILS

Principal & Registered Office Level 3, Suite 3 24 Outram Street West Perth WA 6005

P: +61 8 9220 9030

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

Auteco Minerals Ltd

ABN

96 110 336 733

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
(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)
(a)
Unlisted corporate advisor options
(b)
Unlisted corporate advisor options
(c)
Unlisted corporate advisor options
(d)
Unlisted corporate advisor options
(a)
12,530,808
(b)
12,530,808
(c)
12,530,808
(d)
12,530,808
(a)
Options to acquire fully paid ordinary
shares exercisable at $0.005 on or
before 3 May 2022.
(b)
Options to acquire fully paid ordinary
shares exercisable at $0.007 on or
before 3 May 2022.
(c)
Options to acquire fully paid ordinary
shares exercisable at $0.008 on or
before 3 May 2022.
(d)
Options to acquire fully paid ordinary
shares exercisable at $0.009 on or
before 3 May 2022.
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

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
(a)–(d) No. Upon exercise they will rank
equally with all quoted securities.
The Options were issued for Nil consideration.
(a)–(d) The Corporate Advisory Options were
issued to CG Nominees (Australia) Pty
Ltd in connection with corporate
advisory services.
Yes
31 October 2018
50,123,232 Corporate advisory options.
Nil
  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

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
Nil

Not Applicable
Not Applicable
7.1) 100,246,466
7.1A) 100,246,465
3 May 2019
Number +Class
1,002,464,650 Fully Paid Ordinary
Shares
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
+securities
in
section 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
10,000,000
75,000,000
12,530,808
12,530,808
12,530,808
12,530,808
$0.015 Options
exercisable on or
before 30 June 2020.
$0.007 Options
exercisable on or
before 26 April 2023.
$0.005 Options
exercisable on or
before 3 May 2022.
$0.007 Options
exercisable on or
before 3 May 2022.
$0.008 Options
exercisable on or
before 3 May 2022.
$0.009 Options
exercisable on or
before 3May2022.
N/A

Part 2 - Pro rata issue

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

  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Questions 35 to 37 - Not Applicable

Entities that have ticked box 34(b)

Questions 38 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 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: ............................................................ Nicholas Katris Company secretary

Date: .....[7][/0] ........5/2.......019..... .....

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

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

==> picture [415 x 437] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 664,662,206
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the 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
- 14 June 2018 57,802,444
- 30 November 2018 180,000,000
- 4 April 2019 100,000,000
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
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” 1,002,464,650
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 150,369,698
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:
• 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
50,123,232 (3/05/2019)
“C” 50,123,232
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
150,369,698
Subtract“C”
Note: number must be same as shown in
Step 3
50,123,232
Total[“A” x 0.15] – “C” 100,246,466
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

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” 1,002,464,650 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 100,246,465

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

Insert number 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” -

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

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
100,246,465
Subtract“E”
Note: number must be same as shown in
Step 3
-
Total[“A” x 0.10] – “E” 100,246,465
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9