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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.
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- 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.
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| 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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| 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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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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| 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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| 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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| 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.
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- See chapter 19 for defined terms.
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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.
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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 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.
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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 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.
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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.
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| • 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.
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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.
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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.
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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.
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