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GREENWING RESOURCES LTD — Capital/Financing Update 2009
Nov 23, 2009
65029_rns_2009-11-23_4e98705a-1941-4df9-8f33-fc794625f427.pdf
Capital/Financing Update
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ABN 31 109 933 995
24 November 2009
Manager Company Announcements Office Australian Securities Exchange Exchange Plaza 2 The Esplanade PERTH WA 6000
By: e-lodgement (ASX code: BSM)
Dear Sir/Madam
Non-Renounceable Rights Issue
Bass Metals Ltd ( Company ) is pleased to announce that it will be offering all shareholders registered in Australia and New Zealand ( Eligible Shareholders ) the opportunity to acquire fully paid ordinary shares in the capital of the Company ( Shares ) via a non-renounceable rights issue ( Rights Issue ) on the basis of two (2) New Shares for every nine (9) Shares held as at 5.00pm (WST) on the record date of 2 December 2009, with any fractional entitlements being rounded up.
The New Shares will be offered under the Rights Issue at 23 cents per Share. The number of New Shares to be issued under the Rights Issue, if fully subscribed, will be approximately 23,077,512. The New Shares will rank equally with all other Shares of the Company from the date of allotment. The Company will apply to have the New Shares quoted on ASX.
The Rights Issue is not underwritten but the Company’s major shareholder, Metals Finance Limited, has indicated its intention to participate to the full extent of its entitlement (20.8%).
Eligible Shareholders, other than related parties of the Company, will be given the right to participate in any shortfall under the Rights Issue. Allocation of any shortfall will be at the discretion of the Directors. The Directors also reserve the right to place any shortfall to parties, other than related parties of the Company, within three months of the close of the Rights Issue.
The Rights Issue will raise up to approximately $5.3 million before costs. The funds will be used as additional working capital primarily in relation to ongoing exploration, evaluation and development of the Company’s projects, particularly Fossey Zone, Que River and Hellyer.
A proposed timetable and Appendix 3B in relation to the Rights Issue are attached.
Yours sincerely
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Michael Rosenstreich Managing Director
16 Thelma Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 9322 8044 Facsimile (08) 9481 2846 www.bassmetals.com.au
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Proposed Timetable
| Proposed Timetable | |
|---|---|
| Rights Issue/Offer announced via ASX | 24 November 2009 |
| Shares trade ex-entitlements (Ex date) | 26 November 2009 |
| Record Date (date for determining entitlements of Eligible | 2 December 2009 |
| Shareholders to participate in the Offer) | |
| Offer Document and Entitlement and Acceptance Form dispatched to | 4 December 2009 |
| Eligible Shareholders | |
| Acceptances close* | 18 December 2009 |
| New Shares quoted on a Deferred Settlement basis ** | 19 December 2009 |
| Company to notify ASX of undersubscriptions (if any) ** | 23 December 2009 |
| Allotment and issue of New Shares ** | 29 December 2009 |
| Deferred Settlement trading ends ** | 29 December 2009 |
| Trading commences on ASX ** | 30 December 2009 |
| Dispatch of holding statements ** | 31 December 2009 |
-
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.
-
** These dates are indicative only.
16 Thelma Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 9322 8044 Facsimile (08) 9481 2846 www.bassmetals.com.au
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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
Bass Metals Ltd
ABN
31 109 933 995
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 Fully paid ordinary shares be issued
-
2 Number of[+] securities issued or to Approximately 23,077,512 shares. be issued (if known) or maximum number which may be issued
-
3 Principal terms of the +securities Fully paid ordinary shares (eg, 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)
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
Appendix 3B New issue announcement
4 Do the[+] securities rank equally in Yes ‐ Fully paid ordinary shares 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 5 Issue price or consideration $0.23 per share 6 Purpose of the issue Proposed Rights Issue to raise funds for (If issued as consideration for the working capital for ongoing exploration, acquisition of assets, clearly evaluation and development of the identify those assets) Company’s projects. 7 Dates of entering +securities Expected to be 29 December 2009 into uncertificated holdings or despatch of certificates
- See chapter 19 for defined terms.
Appendix 3B Page 2
24/10/2005
Appendix 3B New issue announcement
| 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Number | +Class |
|---|---|---|
| 126,926,315 4,176,939 |
Ordinary shares. (Code: BSM) Options exercisable at 40 cents each and expiring 30 April 2010. (Code: BSMOA) |
|
| Number | +Class | |
| 1,375,000 350,000 525,000 250,000 1,455,000 100,000 100,000 |
Options exercisable at 27.5 cents and expiring 22 December 2011. Options exercisable at 37.5 cents and expiring 31 December 2011. Options exercisable at 51 cents and expiring 31 December 2012. Options exercisable at 37.5 cents and expiring 2 November 2011. Options exercisable at $0.425 on or before 16 October 2012. Options exercisable at $0.25 on or before 1 September 2013. Options exercisable at $0.35 on or before 1 September 2013. |
|
| NA |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 3
Appendix 3B New issue announcement
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 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 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 |
No |
|---|---|
| Non‐renounceable | |
| 2 new shares for every 9 existing shares held |
|
| Ordinary fully paid shares | |
| 2 December 2009 | |
| No | |
| Rounded up to the nearest whole number | |
| All countries other than Australia and New Zealand |
|
| 18 December 2009 | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 4
24/10/2005
Appendix 3B New issue announcement
| 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? 32 How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date |
N/A |
|---|---|
| N/A | |
| 4 December 2009 | |
| 24 November 2009 | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| 29 December 2009 |
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 5
Appendix 3B New issue announcement
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
Entities that have ticked box 34(b)
38 Number of securities for which NA +quotation is sought 39 Class of +securities for which quotation is sought
- See chapter 19 for defined terms.
Appendix 3B Page 6
24/10/2005
Appendix 3B New issue announcement
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)
- 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)
Number +Class
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.
-
See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7
Appendix 3B New issue announcement
- 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: 24 November 2009 ~~(Director/~~ Company secretary)
Print name: Susan Hunter
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 8
24/10/2005