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FORTUNA METALS LTD — Capital/Financing Update 2016
Nov 30, 2016
64952_rns_2016-11-30_68e1f573-e960-4e44-ab1a-a9c8e7ebd112.pdf
Capital/Financing Update
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ADDRESS PHONE EMAIL Office J, Level 2, 1139 Hay St. +61 (08) 9295 0388 [email protected] West Perth WEBSITE WA, 6005, Australia ABN: 96 095 684 389 www.frontierresources.com.au
ASX: FNT
1[st] December 2016
Dear Shareholder,
AMENDMENT TO LETTER TO ELIGIBLE SHAREHOLDERS AND APPENDIX 3B
Frontier Resources Limited encloses a replacement Letter to Eligible Shareholders amending the calculation of fractions in relation to shareholders entitlements to be rounded up instead of rounded down, as outlined in the Company’s Rights Issue Prospectus dated and lodged with ASIC on the 29[th] November 2016.
Enclosed is also an amended version of the Appendix 3B reflecting the amendment in relation to the rounding up of fractions.
For additional information relating to Frontier please visit our website at www.frontierresources.com.au
FRONTIER RESOURCES LTD
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P.A.McNeil, M.Sc., MAIG Chairman and Managing Director
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ADDRESS PHONE EMAIL Office J, Level 2, 1139 Hay St. +61 (08) 9295 0388 [email protected] West Perth WEBSITE WA, 6005, Australia ABN: 96 095 684 389 www.frontierresources.com.au
ASX: FNT
1[st] December 2016
Dear Shareholder,
NON-RENOUNCEABLE RIGHTS ISSUE
Frontier Resources Limited ( Company ) has issued a prospectus ( Prospectus ) for a rights issue of one (1) fully paid New Share in the Company ( Share ) for every three (3) existing Shares held by Australian and New Zealand resident shareholders at 5:00pm on 5[th] December 2016 (the Record Date ) at an issue price of $0.03 per Share to raise up to $469,851 ( Rights Issue ). The Rights Issue will result in the issue of a maximum 15,661,707 New Shares in the Company. The Prospectus was lodged with the Australian Securities and Investments Commission and ASX on 29[th] November 2016 and is available on the ASX website for inspection. The timetable for the issue is set out below:
TIMETABLE AND IMPORTANT DATES*
| Lodgement date | 29 November 2016 |
|---|---|
| Notice to SecurityHolders containinginformation required byAppendix 3B | 1 December 2016 |
| Ex-date – Shares trade ex-Entitlement | 2 December 2016 |
| Record date to determine Entitlement * | 5 December 2016 |
| Prospectus with Entitlement and Acceptance Form dispatched | 8 December 2016 |
| Offer opens for receipt of Applications | 8 December 2016 |
| Closingdate for acceptances * | 9 January2017 |
| Deferred settlement tradingcommences | 10 January2017 |
| NotifyASX of under-subscriptions | 12 January2017 |
| Issue of New Shares * | 16 January2017 |
| Deferred settlement tradingends | 16 January2017 |
| Dispatch of shareholdingstatements | 17 January2017 |
| Normal tradingof New Shares expected to commence | 17 January2017 |
| Last date to issue Shortfall Shares | 10 April 2017 |
- The Directors may extend the Closing Date by giving at least 3 Business Days’ notice to ASX prior to the Closing Date. As such the date the New Shares are expected to commence trading on ASX may vary.
The capital structure of the Company on completion of the issue will be as follows:
| Shares | Number |
|---|---|
| Share currently on issue | 46,985,121 |
| Shares offered pursuant to the Rights Issue | 15,661,707 |
| Total Shares on issue*. | 62,646,828 |
*Assumes the offer is fully subscribed
In calculating entitlements under the Rights Issue, fractions will be rounded up to the nearest whole number. Full details of the Issue will be contained in the Prospectus that will be mailed to eligible shareholders with a registered address in Australia and New Zealand as at the Record Date. Shareholders eligible to participate should read the Prospectus carefully.
FRONTIER RESOURCES LTD
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P.A.McNeil, M.Sc., MAIG Chairman and Managing Director
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
FRONTIER RESOURCES LIMITED
ABN
96 095 684 389
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) |
Fully Paid Ordinary Shares |
|---|---|
| Up to 15,661,707 | |
| Fully Paid Ordinary Shares |
- See chapter 19 for defined terms.
Appendix 3B Page 1
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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 |
Yes |
|---|---|
| $0.03 per share | |
| - Funds raised will be used for the continued exploration of the Companies tenements in Papua New Guinea. - Continued working capital. |
|
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 2
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Appendix 3B New issue announcement
| 6d Number of+securities issued with security holder approval under rule 7.1A 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) |
N/A | |
|---|---|---|
| N/A | ||
| Up to 15,661,707 | ||
N/A |
||
| N/A | ||
| See Annexure 1 | ||
| 16 January 2017 | ||
| Number | +Class | |
| 62,646,828 | 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 900,000 Non-transferable +securities not quoted on ASX Director Options ( including the +securities in exercisable at $1.22 section 2 if applicable) cents, expiring 1/11/2017 500,000 Options exercisable at $0.22, expiring 2/12/2017 10 Dividend policy (in the case of a N/A
10 Dividend policy (in the case of 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. |
No |
|---|---|
| Non-renounceable | |
| 1 new share for every 3 shares held | |
| Fully Paid Ordinary | |
| 5 December 2016 | |
| No | |
| Round up to the nearest whole number | |
| The offer will not be made to security holders outside of Australia and New Zealand |
- See chapter 19 for defined terms.
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Appendix 3B New issue announcement
| 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 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 |
9 January 2017 |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| 8 December 2016 | |
| 30 November 2016 | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
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Appendix 3B New issue announcement
broker and accept for the balance?
-
32 How do security holders dispose N/A of their entitlements (except by sale through a broker)?
-
33 +Issue date 16 January 2017
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.
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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.
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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: ( lodged electronically ) Date: 1 December 2016 (Company secretary)
Print name: Matthew Foy
- See chapter 19 for defined terms.
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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
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Insert number of fully paid [+] ordinary 29,099,046
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary Nil
securities issued in that 12 month
period under an exception in rule 7.2
3,470,000
• Number of fully paid [+] ordinary
securities issued in that 12 month 6,830,015
period with shareholder approval
1,697,128
• 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 Nil
+ ordinary securities cancelled during that
12 month period
41,096,189
“A”
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- See chapter 19 for defined terms.
Appendix 3B Page 9
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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 | 6,164,428 |
| Step 3: Calculate “C”, the amount | of placement capacity under rule |
| 7.1 that has already been used | |
| Insertnumber of+equity securities issued | 5,888,333 |
| 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 |
-
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of[+] equity securities issued 5,888,333 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” 5,888,333
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 | 6,164,428 |
| Note: number must be same as shown in | |
| Step 2 | |
| Subtract“C” | 5,888,333 |
| Note: number must be same as shown in | |
| Step 3 | |
| Total[“A” x 0.15] – “C” | 276,095 |
| [Note: this is the remaining placement | |
| capacity under rule 7.1] |
- See chapter 19 for defined terms.
Appendix 3B Page 10
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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” 41,096,189 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 4,109,619
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insert number of[+] equity securities issued Nil 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” Nil
- 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 |
|
| “A” x 0.10 Note: number must be same as shown in Step 2 |
4,109,619 |
| Subtract“E” Note: number must be same as shown in Step 3 |
Nil |
| Total[“A” x 0.10] – “E” | 4,109,619 Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
Appendix 3B Page 12
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