AI assistant
GREENWING RESOURCES LTD — Capital/Financing Update 2011
Nov 3, 2011
65029_rns_2011-11-03_02c4fbb6-6fb7-47b1-969b-7ad8195ae4e9.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
ABN 31 109 933 995
4 November 2011
The Manager Companies Company Announcements Australian Securities Exchange 20 Bridge Street SYDNEY NSW 2000
Dear Sir
COMPLETION OF NON-RENOUNCEABLE ENTITLEMENTS OFFER
Further to Bass Metals Ltd’s (ASX:BSM) (“Bass” or the “Company”) announcement dated 31 October 2011 regarding the Company's non-renounceable entitlements offer ( Offer ), the Company confirms allotment and issue of 74,247,618 new fully paid ordinary shares and 61,476,048 new options expiring 30 September 2014 exercisable at $0.20 has occurred today and despatch of holding statements has been completed. Trading of the new securities allotted and issued today is expected to commence on ASX on Monday, 7 November 2011.
The Company is pleased to advise that the total amount raised through the Offer and placement of the shortfall to date is $8.8 million. Bass is continuing to work with the Lead Manager, Helmsec Global Capital Ltd to place the balance of the shortfall.
The amount raised comprises $5.5 million from eligible existing shareholders by way of acceptance of entitlements and applications for extra new shares and new options and applications for shortfall new shares and new options. A further $3.3 million was contributed by all Convertible Note holders who elected to have their Notes redeemed early and apply the proceeds of the redemption of their Notes to taking up new shares and new options through the Offer, which has a cash flow benefit to the Company in terms of reduced future interest payments.
As part of the agreement with the Convertible Note holders, Bass today also issued 10.0 million new ordinary shares in the Company at $0.15 per share as compensation for interest payments forgone and 5.67 million new ordinary shares at $0.15 per share to RMB Australia Holdings Limited in consideration for its consent in relation to the condition precedent above.
The Directors thank all parties who participated in the Offer and note that the successful closing of the Offer has contributed sufficient new equity into the Company to continue its drill out of the Fossey East deposit, expand its exploration drilling program in the Hellyer-Que River area as well as continuing the Gold Recovery Project feasibility study as outlined in the Prospectus.
An Appendix 3B is attached to this announcement.
By order of the Board
==> picture [92 x 44] intentionally omitted <==
Susan Hunter Company Secretary
Level 1, 91 Havelock Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 6315 1300 Facsimile (08) 9481 2846 www.bassmetals.com.au
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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued |
1. Unlisted Options. 2. Fully paid ordinary shares. 3. Quoted options. |
|---|---|
| 1. 66,700,000 unlisted options. 2. 74,247,618 fully paid ordinary shares. 3. 61,476,048 quoted options. |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
3 Principal terms of the +securities 1. Unlisted options exercisable at 18c on or (eg, if options, exercise price and before 31 October 2014. expiry date; if partly paid +securities, the amount 2. Fully paid ordinary shares. outstanding and due dates for payment; if +convertible 3. Quoted options exercisable at 20c on or securities, the conversion price before 30 September 2014. and dates for conversion) 4 Do the[+] securities rank equally in 1. No – unlisted options. Shares issued on all respects from the date of exercise of the options will rank equally with allotment with an existing[+] class existing quoted fully paid ordinary shares. of quoted[+] securities? 2. Yes – fully paid ordinary shares. If the additional securities do not rank equally, please state: the date from which they do 3. No – quoted options. Shares issued on the extent to which they exercise of the options will rank equally with participate for the next existing quoted fully paid ordinary shares. 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 1. Nil. 2. $0.15 per fully paid ordinary share. 3. Nil.
| 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
1. Issue of unlisted options to RMB Holdings Australia Limited pursuant to the Resolution passed at the General Meeting of Shareholders held on 31 October 2011. 2. Issue of 58,548,617 fully paid ordinary shares pursuant to the non-renounceable entitlements offer Prospectus dated 15 September 2011 and 15,699,001 fully paid ordinary shares as announced to ASX on 31 October 2011 and 4 November 2011. 3. Issue of 58,548,617 quoted options pursuant to the non-renounceable entitlements offer Prospectus dated 15 September 2011 and issue of 2,927,431 quoted options to the Lead Manager of the non- renounceable entitlements offer pursuant to the terms and conditions as disclosed in the Prospectus dated 15 September 2011. |
|---|---|
7 Dates of entering +securities 1. 31 October 2011 into uncertificated holdings or despatch of certificates 2. 4 November 2011 3. 4 November 2011
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 3
| 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) |
Number | ~~+~~Class |
|---|---|---|
| 294,345,108 61,476,048 |
Fully Paid Ordinary shares. Options – exercise price 20c, expiring 30 Sept 2014 |
|
| Number | ~~+~~Class | |
| 1,375,000 225,000 425,000 250,000 1,055,000 400,000 400,000 200,000 300,000 300,000 300,000 950,000 3,000,000 990,000 200,000 200,000 200,000 100,000 100,000 100,000 200,000 200,000 200,000 5,900,000 28,666,667 66,700,000 |
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. Options exercisable at $0.50 on or before 1 September 2013. Options exercisable at $0.26 on or before 31 December 2012. Options exercisable at $0.285 on or before 31 December 2012. Options exercisable at $0.305 on or before 31 December 2012. Options exercisable at $0.30 on or before 31 December 2012. Options exercisable at $0.228 on or before 22 September 2013. Options exercisable at $0.22 on or before 5 July 2013. Options exercisable at $0.205 on or before 11 October 2014. Options exercisable at $0.29 on or before 11 October 2014. Options exercisable at $0.41 on or before 11 October 2014. Options exercisable at $0.435 on or before 31 January 2015. Options exercisable at $0.61 on or before 31 January 2015. Options exercisable at $0.88 on or before 31 January 2015. Options exercisable at $0.26 on or before 27 August 2015. Options exercisable at $0.365 on or before 27 August 2015. Options exercisable at $0.525 on or before 27 August 2015. Options exercisable at $0.318 on or before 27 May 2014. Options exercisable at $0.20 on or before 30 Sept 2014. Options exercisable at $0.18 on or before31 Oct 2014. |
*** Note** – The following options have been cancelled pursuant to the Company’s employee share option plan: 50,000 Options exercisable at $0.435 on or before 31 January 2015. 50,000 Options exercisable at $0.61 on or before 31 January 2015. 50,000 Options exercisable at $0.88 on or before 31 January 2015. 100,000 Options exercisable at $0.22 on or before 5 July 2013.
| 3,300,000 Convertible notes (expiring on 8/8/14, conversion price 15c) were redeemed and are no longer | 3,300,000 Convertible notes (expiring on 8/8/14, conversion price 15c) were redeemed and are no longer | 3,300,000 Convertible notes (expiring on 8/8/14, conversion price 15c) were redeemed and are no longer | |
|---|---|---|---|
| on issue. | |||
| Dividend policy (in the case of a | NA | ||
| 10 | trust, distribution policy) on the | ||
| increased capital (interests) | |||
| 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 |
N/A |
|---|---|
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 5
| 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? | |
| 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 ] NOTE – 66,700,000 unlisted options exercisable at 18c on or before 31 October 2014 do not require quotation.
-
(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.
24/10/2005 Appendix 3B Page 7
- 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)
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: ~~(Director~~ /Company secretary)
Date: 4 November 2011
Print name: SUSAN HUNTER
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 9
CRP/COMPUTERSHARE INVESTOR SERVICES PTY LTD *** T O P 2 0 H O L D E R S ***
(RSP520:13.11:041111)
BASS METALS LTD/BSM RUN NUMBER 1596 04/11/11
A.C.N. 109 933 995 PAGE : 1
CLASS: OPT/LST OPTS EXP 30/09/14 @ $0.20
HOLDER NO NAME AND ADDRESS UNITS % I/C RANK
DENMAN INCOME LIMITED 17,333,333 29.61 1
MANCALA HOLDINGS PTY LTD 4,999,999 8.54 2
INTEC HELLYER METALS PTY LTD 3,100,000 5.29 3
HELMSEC GLOBAL CAPITAL LIMITED 2,933,333 5.01 4
JP MORGAN NOMINEES AUSTRALIA 2,283,959 3.90 5
LIMITED
<CASH INCOME A/C>
ABN AMRO CLEARING SYDNEY 1,333,345 2.28 6
NOMINEES PTY LTD
<CUSTODIAN A/C>
MORGAN STANLEY AUSTRALIA 1,289,762 2.20 7
SECURITIES (NOMINEE) PTY
LIMITED <NO 1 ACCOUNT>
HSBC CUSTODY NOMINEES 1,157,292 1.98 8
<AUSTRALIA> LIMITED
BANK GUTENBERGAG 1,000,000 1.71 9
GENERAL RESEARCH GMBH 700,000 1.20 10
PENSON AUSTRALIA NOMINEES PTY 700,000 1.20 11
LTD
<ACCUM A/C>
BONZA 5 PTY LTD 666,667 1.14 12
<BPA EXEC SUPER FUND A/C>
KONKOLA INVESTMENTS PTY LTD 666,667 1.14 13
<KONKOLA A/C>
MESUTA PTY LTD 666,666 1.14 14
MR DAVID DONALD BOYER 612,407 1.05 15
<DB FAMILY A/C>
FORSYTH BARR CUSTODIANS LTD 581,378 0.99 16
<FORSYTH BARR LTD-NOMINEE A/C>
IONIKOS PTY LTD 550,782 0.94 17
<THE MCGOWN SUPER FUND A/C>
AUSTRALIAN COMMUNICATION 400,000 0.68 18
SUPPLIES PTY LTD
<SEXTON SUPER FUND A/C>
CRP/COMPUTERSHARE INVESTOR SERVICES PTY LTD *** T O P 2 0 H O L D E R S ***
(RSP520:13.11:041111)
BASS METALS LTD/BSM RUN NUMBER 1596 04/11/11
A.C.N. 109 933 995 PAGE : 2
CLASS: OPT/LST OPTS EXP 30/09/14 @ $0.20
HOLDER NO NAME AND ADDRESS UNITS % I/C RANK
DAMPLIN INVESTMENTS PTY LTD 400,000 0.68 19
MR MICHAEL BENJAMIN 386,666 0.66 20
ROSENSTREICH &
MRS WENDY JANE ROSENSTREICH
<THE ODYSSEY A/C>
*** REPORT TOTAL *** 41,762,256 71.33
-----------------------
------------------------------------------------------------------------------------------------------
------------------------------
TOTAL CURRENT HOLDERS MEETING CRITERIA FOR THIS REPORT: 618
------------------------------------------------------------------------------------------------------
------------------------------
******************************************************************************************************
******************************
********** NUMBER OF PAGES WRITTEN = 2 *********** END OF REPORT **************** NUMBER OF
LINES WRITTEN = 55 ****
******************************************************************************************************
CRP/COMPUTERSHARE INVESTOR SERVICES PTY LTD *** Range Of Units Summary *** (RSP510:13.12:041111)
BASS METALS LTD/BSM RUN NUMBER 1596 No date A.C.N. 109 933 995 PAGE : 2
1 1001 5001 10001 100001 * TOTAL *
to to to to to
1000 5000 10000 100000 (MAX)
OPT /LST OPTS EXP 30/09/14 @ $0.20
Holders
Issuer 6 18 12 29 15 80
Chess 40 142 103 212 48 545
Total 46 160 115 241 56 625
Units
Issuer 2829 46324 87590 1075252 10299193 14438619
Chess 25178 439380 823325 7654654 38094892 47037429
Total 28007 485704 910915 8729906 48394085 61476048
TOTAL HOLDERS FOR CLASSES SELECTED 1903
TOTAL UNITS " " " 337194724
************************************************************************************************************************************
********** NUMBER OF PAGES WRITTEN = 2 *********** END OF REPORT **************** NUMBER OF LINES WRITTEN = 30 ****
************************************************************************************************************************************