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GREEN360 TECHNOLOGIES LIMITED — Capital/Financing Update 2012
Oct 4, 2012
65020_rns_2012-10-04_20d4ea6e-a5fd-4446-86aa-382c9a81f844.pdf
Capital/Financing Update
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Our ref: Your ref:
Date: 5 October 2012
Dear Optionholder
Lithex Resources Limited - notice to optionholders – 2 for 1 non-renounceable entitlement issue
On 5 October 2012, Lithex Resources Limited (ACN 140 316 463) (“Lithex” or “Company”) announced its intention to undertake a Placement and an Entitlement Issue to raise additional equity to fund exploration on the graphite projects that the Company will acquire pursuant to a Heads of Agreement with Far North Minerals Pty Ltd (as announced to ASX on 4 October 2012) and to fund its ongoing exploration requirements for its current projects, as well as raising additional working capital.
Cunningham Paterson Sharbanee Securities Pty Ltd trading as CPS Securities (ACN 088 055 636) (“CPS Securities”) has agreed to immediately place 6,987,000 fully paid ordinary shares (“Shares”) at 5 cents per Share, together with a 1:2 free attaching option exercisable at 8 cents on or before 31 December 2015, to raise an initial $349,350 (before costs) under the Company’s 15% placement capacity. The Placement will be undertaken in conjunction with Entitlement Issue, which CPS Securities has agreed to fully underwrite, on the basis of one (1) Share for every two (2) Shares held by Shareholders on the record date of 5:00pm (WST) on 16 October 2012 (“Record Date”), together with a 1:2 free attaching option exercisable at 8 cents on or before 31 December 2015, to raise up to $1,339,175 (before costs).
The Entitlement Issue is fully underwritten by CPS Securities (“Underwriter”). The Company must pay the Underwriter an underwriting fee of 6% of the total amount raised under the Entitlement Issue (exclusive of GST), which will be approximately $80,350. The Company must also issue the Underwriter with 10,000,000 options exercisable at 8 cents on or before 31 December 2015.
Securities that are not subscribed for under the Entitlement Issue (“Shortfall Securities”) will be issued at the discretion of the Underwriter in accordance with the Underwriting Agreement. Shortfall Securities will only be issued if the Entitlement Issue is undersubscribed and will only be issued to the extent necessary to make up any shortfall in subscriptions.
Entitlement Issue and Offer Document
The Entitlement Issue will be made to Shareholders whose details appear on the Company's register of Shareholders as at the Record Date whose registered address is in Australia or New Zealand (“Eligible Shareholders”) without disclosure under Part 6D.2 of the Corporation Act 2001 (Cth) (“Corporation Act”) pursuant to section 708AA of the Corporations Act.
Lithex will dispatch a copy of the Offer Document and an Entitlement and Acceptance Form to Eligible Shareholders in accordance with the timetable below. A copy of the Offer Document will be available on ASX’s website www.asx.com.au and Lithex’s website www.lithex.com.au.
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2 5 October 2012
The Entitlement Issue is non-renounceable, which means that entitlements to participate in the Entitlement Issue cannot be sold. Therefore, to the extent that an Eligible Shareholder does not take up all or part of their entitlement under the Entitlement Issue, that entitlement (or the relevant proportion not taken up) will lapse and the securities the subject of that entitlement (or relevant proportion not taken up), as well as those Shares which would have been offered to ineligible shareholders if they had been eligible to participate in the Entitlement Issue, will constitute Shortfall Securities that may be allotted at the discretion of the Underwriter.
Shares issued pursuant to the Entitlement Issue will rank equally with all fully paid ordinary shares in the capital of the Company already on issue. The Company will apply for official quotation of the Options offered under the Offer Document and the Options will be exercisable at $0.08 each on or before 31 December 2015. Following completion of the Entitlement Issue, the Company will have issued approximately 26,783,506 new Shares (assuming no options to acquire Shares are exercised prior to the Record Date) and 13,391,753 free attaching Options.
For the purposes of calculating each Eligible Shareholders’ entitlement, fractions of entitlements have been rounded up to the nearest whole number of Shares.
Eligible Shareholders
A person will be eligible to participate in the Entitlement Issue if:
(a) the person was a registered holder of Lithex Shares at 5:00pm (WST) on 16 October 2012; and
- (b) the person’s registered address is in Australia or New Zealand.
To the extent that a person holds Shares on behalf of another person resident outside Australia or New Zealand, it is that person’s responsibility to ensure that any acceptance complies with all applicable foreign laws.
Indicative timetable for the Entitlement Issue
| Indicative timetable for the Entitlement Issue | Indicative timetable for the Entitlement Issue | ||
|---|---|---|---|
| Event | Date | ||
| Release of Offer Document, Cleansing Notice and Appendix 3Bto ASX | Friday, 5 October 2012 | ||
| Notice sent to Shareholders | Tuesday, 9 October 2012 | ||
| Ex Date(date from which securities commence trading without theEntitlement to participate in the Rights Issue) | Wednesday, 10 October | ||
| Rights Issue) | |||
| Record Date5pm (WST)(date for determining Entitlemparticipate in the Rights Issue) | T | uesday, 16 October 2012 | |
| ents of Eliible Shareholders to | |||
| g | |||
| OfferDocumentDisp(expected date of dispatch ofAcceptance Forms) | atchedtoShareholders | W | ednesday, 17 October 2012 |
| Offer Document, Entitlement and | |||
| Offer Opening Date | ednesday, 17 October 2012 | ||
| Offer Closing Date 5pm (WST* | ) | W | ednesday, 31 October 2012 |
| Securities quoted on a deferred | **ttlt bi **** | T | hursday, 1 November 2012 |
| seemen ass | |||
| ASX notified of under subscript | ions** | F | riday, 2 November 2012 |
3
5 October 2012
Dispatch holding statements** Monday, 5 November 2012
- Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares and free- attaching Options.
** These dates are indicative only.
Optionholders
The terms and conditions of the Options you currently hold do not entitle you to participate in the Entitlement Issue unless you exercise your Options in time for new shares to be allotted and to be entered on the Company’s register of members on or before 5:00pm (WST) on 16 October 2012.
To exercise your Options and thereby participate in the Entitlement Issue, you will need to deliver the following to the Company at 75 King Street, Perth WA 6000:
-
(a) a notice of exercise of Options;
-
(b) an Option certificate (where the Options are certificated) or a copy of a holding statement (where the Options are uncertificated) in respect of those Options to be exercised; and
-
(c) payment for the exercise price in respect of those Options to be exercised by way of a cheque made payable to “Lithex Resources Limited”.
To ensure that your Shares are allotted prior to the Record Date, the above must be received by Lithex no later than 11 October 2012 . If received after this date, allotment of Shares prior to the Record Date cannot be assured.
Before deciding whether to exercise any or all of your Options, you should read the Offer Document, which appears on the Company’s ASX website dated 5 October 2012, in its entirety.
This notice is important and requires immediate attention. If you have any queries concerning the Entitlement Issue, please contact your financial adviser or Neal Shoobert, Lithex’s Company Secretary on +61 8 9200 5885.
Yours sincerely
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