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GROUP 6 METALS LIMITED Capital/Financing Update 2012

Aug 1, 2012

64959_rns_2012-08-01_5c0df38a-a8fc-4216-831c-00bac985157e.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
Subject to rounding, 13,888,889 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.

Appendix 3B Page 1

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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
Yes
$0.072 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
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6e Number of[+] securities issued Not applicable with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued Not applicable under an exception in rule 7.2 6g If securities issued under rule Not applicable 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 Not applicable 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 Not applicable issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities Friday 7[th] September 2012 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 96,634,797 Ordinary shares +securities quoted on ASX ( including the securities in section 2 if applicable)

  • 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

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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
No
Renounceable
1 new share for approximately every 6 shares held
Ordinary shares
Monday 13thAugust 2012
No
Fractional entitlements will be rounded up
United States of America, Canada, United
Kingdom, Singapore, Malaysia, Japan, Hong
Kong, Jersey, Thailand
Friday 31stAugust 2012
  • 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, Mr
Allan Davies Pacific Road Provident Pty
Ltd 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 section4.4of the offer document
  • See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

32 How do +security holders Security holders may trade their dispose of their entitlements entitlement on ASX or must complete the (except by sale through a standard renunciation form and the broker)? 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.

Appendix 3B Page 7

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Appendix 3B New issue announcement

Entities that have ticked box 34(b) 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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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: 2[nd] August 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 81,813,351 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” 81,813,351

  • See chapter 19 for defined terms.

Appendix 3B Page 10

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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 12,272,002 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 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” 279,394

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 12,272,002
Note: number must be same as shown in
Step 2
Subtract“C” 279,394
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 11,992,608
[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” 81,813,351 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 8,181,335

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” Nil

  • See chapter 19 for defined terms.

Appendix 3B Page 12

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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

Appendix 3B
New issue announcement
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
8,181,335
Subtract“E”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.10] – “E” 8,181,335
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012