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GOLDEN DEEPS LIMITED. Capital/Financing Update 2017

Dec 26, 2017

64977_rns_2017-12-26_dcc8e301-e175-41da-b62c-26c24b3e3ed5.pdf

Capital/Financing Update

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27 December 2017

The Manager ASX Market Announcements Office Australian Securities Exchange Exchange Centre Level 4, 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

Pursuant to the agreement with the broker for the capital raising announced on 7 December 2017, the Company is required to issue unquoted options to the broker.

A separate Appendix 3B will be released today for the issue of 8,500,000 unquoted options to the broker. The Terms and Conditions of the unquoted options are attached. They will represent a new class of securities. There is only one entity being issued options - Asenna Wealth Solutions Pty Ltd of Level 7, 564 St Kilda Road, Melbourne Victoria 3004.

The obligation under the agreement with the broker is in fact to issue 20,000,000 unquoted options and at this point the Company does not have the capacity to issue the entire entitlement. Shareholder approval will be sought for the balance owing being 11,500,000 unquoted options.

The Company has retained some capacity to issue securities without shareholder approval. This capacity is anticipated to be utilised when due diligence is completed on the proposed acquisition of the initial 70% of two Cobalt projects - announced on 7 December 2017. The terms of that agreement require the Company to issue 10,000,000 shares for the acquisition of the initial 70% of the projects.

Paul Fromson Company Secretary Golden Deeps Limited

Golden Deeps Limited (ABN 12 054 570 777)

 1[st] Floor, 8 Parliament Place, West Perth, WA 6005  PO Box 1618, West Perth, WA 6872

www.goldendeeps.com

 t: +61 8 9481 7833  f: +61 8 9481 7835  email: [email protected]

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Terms and Conditions of Broker Options

The terms and conditions of the Options are as follows:

  • a) Each Option shall entitle the Option holder, when exercised, to one fully paid ordinary share in the Company (“Share”).

  • b) The Options are exercisable wholly or in part at any time prior to 5.00 pm (WST) on 30 November 2018 (“Expiry Date”). The Options not exercised by that date shall lapse.

  • c) Each Option may be exercised by notice in writing to the Company, together with the payment for the number of shares in respect of which the Options are exercised, at any time before the Expiry Date. Any notice of exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

  • d) The Option exercise price is 8 cents per Option.

  • e) An Option does not confer the right to a change in exercise price or a change in the number of the underlying Shares over which the Option can be exercised.

  • f) Shares issued upon exercise of the Options will be issued following receipt of all the relevant documents and payments and will rank equally in all respects with the then issued Shares.

  • g) The Options are not to be quoted on ASX and the Company is under no obligation to apply for quotation of the Options on ASX. The Company may apply for quotation on ASX of the Options.

  • h) The Company will apply for quotation on ASX of all Shares issued upon exercise of the Options.

  • i) Subject to the Corporations Act, the Constitution and the Listing Rules, the Options are freely transferable.

  • j) There are no participating rights or entitlements inherent in the Options and Option holders will not be entitled to participate in new issues of securities offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 10 Business Days after the issue is announced so as to give Option holders the opportunity to exercise their Options before the date for determining entitlements to participate in any issue.

  • k) If at any time the issued capital of the Company is reorganised, the rights of an Option holder are to be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.