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GROUP 6 METALS LIMITED Capital/Financing Update 2012

Sep 5, 2012

64959_rns_2012-09-05_de097193-187d-4401-a19d-514931a989f6.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

KING ISLAND SCHEELITE LIMITED

ABN

40 004 681 734

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
3
Principal terms of the+securities
(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)
Fully paid ordinary shares
13,791,383 ordinary shares under the rights
issue announced on 2ndAugust 2012
Fully paid ordinary shares issued at $0.072 per
share
  • See chapter 19 for defined terms.

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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:
 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
6
Purpose of the issue
(If issued as consideration for the
acquisition
of
assets,
clearly
identify those assets)
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
$0.072 cash per ordinary share
The proceeds of the Offer will be used to fund
working capital for the Company for at least the
next 12 months.
No
Not applicable
Not applicable
Not applicable
Not applicable
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6f
Number of securities issued under
an exception in rule 7.2
6g
If securities issued under rule
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 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
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and
release
to
ASX
Market
Announcements
7
Dates of entering+securities into
uncertificated holdings or despatch
of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in section
2 if applicable)
Not applicable Not applicable

Not applicable
Not applicable
Not applicable
Thursday 6thSeptember 2012
Number +Class
96,537,291 Ordinary shares
  • 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)
10
Dividend policy (in the
case of a trust, distribution
policy) on the increased
capital (interests)
Number +Class
4,500,000 Options granted under the
King Island Scheelite Limited
Employee Share Option Plan
Each option provides the right
for the option holder to
acquire one fully paid ordinary
share upon payment of each
exercise price for each
ordinary share, as follows:
i) 1,000,000 options vesting
on 1 January 2010, after
continuous employment of
one year and for an
exercise price of A$0.25
each;
ii) 1,500,000 options vesting
on 1 January 2011, after
continuous employment of
two years and for an
exercise price of A$0.50
each; and
iii) 2,000,000 options vesting
on 1 January 2012, after
continuous employment of
three years and for an
exercise price of A$1.00
each
The Expiry Date of all options
is31 December 2013
There has been no change in the dividend
policy of the Company

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval No required? 12 Is the issue renounceable or Renounceable non-renounceable?

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

13 Ratio in which the 1 new share for every 6 shares held +securities will be offered 14 +Class of +securities to Ordinary shares which the offer relates 15 +Record date to determine Monday 13[th] August 2012 entitlements 16 Will holdings on different No registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding Fractional entitlements will be rounded up entitlements in relation to fractions 18 Names of countries in which United States of America, Canada, United Kingdom, the entity has +security Singapore, Malaysia, Japan, Hong Kong, Thailand 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 Friday 31[st] August 2012 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?
HFTT Pty Ltd, Richard Willmot Chadwick
and Gwenda Ann Chadwick, Ranamok Pty
Ltd, Chrysalis Investments Pty Ltd, Dalara
Investments Pty Ltd, Pacific Road Provident
PtyLtd or their relatedparties.
4% of the total amount underwritten
None
Not applicable
Not applicable
Not applicable
Friday 17thAugust 2012
Thursday 2ndAugust 2012
Tuesday 7thAugust 2012
Friday 24thAugust 2012
Security holders must contact their broker to
sell their entitlements. See section 4.4 of the
offer document
Security holders must contact their broker to
sell part of their entitlements. To accept the
balance, security holders must complete the
entitlement and acceptance form. See section
4.4 of the offer document
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

Security holders may trade their entitlement on ASX or must complete the standard renunciation form and the entitlement and acceptance form. See sections 4.5 and 4.6 of the offer document

33 +Despatch date

Friday 7[th] September 2012

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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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)
42
Number and+class of all+securities
quoted on ASX (_including_the
securities in clause 38)
Number +Class
  • See chapter 19 for defined terms.

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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: 6[th] September 2012 ( ~~Director~~ /Company secretary)

Print name: .Ian Morgan

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 9

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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

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

Add the 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

  • 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

Subtract the number of fully paid ordinary securities cancelled during that 12 month period

“A”

  • See chapter 19 for defined terms.

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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
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insertnumber of equity securities issued or
agreed to be issued in that 12 month period
not counting_those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
_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”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
Subtract“C”
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” [Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 11

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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” 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

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 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”

  • See chapter 19 for defined terms.

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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

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

  • See chapter 19 for defined terms.

Appendix 3B Page 13

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