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GREEN360 TECHNOLOGIES LIMITED Capital/Financing Update 2012

Dec 20, 2012

65020_rns_2012-12-20_5110c889-3b92-44e0-87ff-71308919435f.pdf

Capital/Financing Update

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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

Name of entity

Lithex Resources Limited

ABN

90 140 316 463

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 1) Ordinary Shares be issued 2) Listed Options 3) Unlisted Options 2 Number of[+] securities issued or 1) 14,002,500 Ordinary Shares to be issued (if known) or 2) 20,000,000 Listed Options maximum number which may 3) 10,000,000 Unlisted Options be issued 3 Principal terms of the 1) Shares to rank equally with existing +securities (eg, if options, ordinary shares on issue exercise price and expiry date; if 2) Listed Options are exercisable at $0.08 partly paid +securities, the each on or before 31/12/2015 amount outstanding and due 3) Unlisted Options are exercisable at $0.16 dates for payment; if +convertible securities, the each on or before 31 December 2016 conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

  • 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:

1) Yes 2) Yes 3) No, new class of Unlisted Options are exercisable at $0.16 each on or before 31 December 2016

  • 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

  • See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

5
Issue price or consideration
1) 2,000,000 Shares are being issued for nil
consideration
to
Directors
Robert
Mandanici and Steven Crabbe pursuant to
shareholder
approval
obtained at the
Annual General Meeting on 14 December
2012.
12,000,000 Shares are being to Strategic
Resource Management Pty Ltd (and its
nominees)
in
consideration
for
the
acquisition of Far North Minerals Pty Ltd,
shareholder approval was obtained for this
issue at the Annual General Meeting on 14
December 2012.
2,500 Shares are being issued pursuant to
the exercise of 2,500 Listed Options at $0.08
each by a shareholder.
2) 10,000,000 Listed Options are being to
Strategic Resource Management Pty Ltd
(and its nominees) in consideration for the
acquisition of Far North Minerals Pty Ltd,
shareholder approval was obtained for this
issue at the Annual General Meeting on 14
December 2012.
10,000,000 Listed Options are being issued
to CPS Securities (CPS) in consideration for
CPS underwriting the Company’s recent
rights issue.
3) 10,000,000 Unlisted Options are being to
Strategic Resource Management Pty Ltd
(and its nominees) in consideration for the
acquisition of Far North Minerals Pty Ltd,
shareholder approval was obtained for this
issue at the Annual General Meeting on 14
December 2012.
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6
Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
1) 2,000,000 Shares are being issued to the
Directors
pursuant
to
their
executive
services contracts.
12,000,000 Shares are being to Strategic
Resource Management Pty Ltd (and its
nominees)
in
consideration
for
the
acquisition of Far North Minerals Pty Ltd.
2,500 Shares are being issued pursuant to
the exercise of 2,500 Listed Options.
2) 10,000,000 Listed Options are being to
Strategic Resource Management Pty Ltd
(and its nominees) in consideration for the
acquisition of Far North Minerals Pty Ltd.
10,000,000 Listed Options are being issued
to
CPS
in
consideration
for
CPS
underwriting the Company’s recent rights
issue.
3) 10,000,000 Unlisted Options are being to
Strategic Resource Management Pty Ltd
(and its nominees) in consideration for the
acquisition of Far North Minerals Pty Ltd.
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
6e
Number of+securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
Yes
14 December 2012
10,000,000 Listed Options
Nil
12,000,000 Ordinary Shares
10,000,000 Listed Options
10,000,000 Unlisted Options
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6f Number of securities issued 2,002,500 Ordinary Shares 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 Listing Rule 7.1: 3,252,577 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 Listing Rule 7.1A: 9,435,051 and release to ASX Market Announcements 7 Dates of entering +securities 21 December 2012 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 76,683,015 Ordinary Shares +securities quoted on ASX ( including the securities in 17,670,000 Ordinary Shares section 2 if applicable) (Restricted) 26,882,754 Options exercisable at $0.08 on or before 31/12/2015 10,000,000 Options exercisable at $0.08 on or before 31/12/2015 (Restricted)

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
section 2 if applicable)
Number +Class
1,000,000
3,500,000
7,130,000
1,000,000
1,600,000
250,000
250,000
400,000
10,000,000
Options
@
$0.20
31/03/2015
Options
@
$0.20
09/05/2013
Options
@
$0.20
30/06/2015
Options
@
$0.30
30/06/2015
Options
@
$0.20
30/06/2015
Options
@
$0.25
12/06/2015
Options
@
$0.25
12/12/2015
Options
@
$0.15
29/05/2015
Options
@
$0.16
31/12/2016
(Restricted)
10
Dividend policy (in the case of a
trust, distribution policy) on
the increased capital (interests)
N/A

Part 2 - Bonus issue or 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
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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
  • See chapter 19 for defined terms.

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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 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)
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?
  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

Appendix 3B New issue announcement

  • See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B New issue announcement

32 How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date

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 10

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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 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)

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 11

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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 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: 21 December 2012 Director

Print name: Robert Mandanici

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 12

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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

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 date
of issue or agreement to issue
44,080,010
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
31,283,505

4,309,346 fully paid ordinary shares
issued on 5 November 2012
pursuant to a non-renounceable
rights issue.

22,474,159 fully paid ordinary
shares issued on 30 November
2012 to make up the shortfall of the
non-renounceable rights issue.

2,500,000 fully paid ordinary shares
issued on 1 August 2012,
shareholder approval under Listing
Rule 10.11 given at general meeting
on 31July 2012.

2,000,000 fully paid ordinary shares
issued on 21 December 2012,
shareholder approval under Listing
Rule 10.11 given at annual general
meeting on 14 December 2012.
18,987,000

12,000,000 fully paid ordinary
shares issued on 21 December
2012, shareholder approval given at
annual general meeting on 14
December 2012.

6,987,000 fully paid ordinary shares
  • See chapter 19 for defined terms.

Appendix 3B Page 13

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Appendix 3B New issue announcement

• 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
issued on 12 October 2012,
shareholder approval given at
annual general meeting on 14
December 2012.
Nil
Subtractthe number of fully paid ordinary
securities cancelled during that 12 month
period
Nil
“A” 94,350,515
  • See chapter 19 for defined terms.

Appendix 3B Page 14

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 14,152,577

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 10,900,000 agreed to be issued in that 12 month period not counting those issued:  10,000,000 fully paid ordinary shares issued on 21 December

  • • Under an exception in rule 7.2 2012. • Under rule 7.1A  500,000 options issued on 29 February 2012.

  • • With security holder approval under rule 7.1 or rule 7.4  400,000 options issued on 29 May 2012.

  • 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” 10,900,000

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 14,152,577
Note: number must be same as shown in
Step 2
Subtract“C” 10,900,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 3,252,577
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 15

01/08/2012

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” 94,350,515 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 9,435,051

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 Nil 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 16

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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
9,435,051
Subtract“E”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.10] – “E” 9,435,051
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 17

01/08/2012