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GWR GROUP LIMITED Capital/Financing Update 2011

Jan 4, 2011

65031_rns_2011-01-04_589460f1-21fa-47c4-966a-d29eb8bf9e97.pdf

Capital/Financing Update

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ASX/MEDIA ANNOUNCEMENT

4 January 2011

Completion of Placement

Further to the announcement on 23 December 2010 regarding the placement to investors entitled to receive offers pursuant to Section 708 of the Corporations Act , Golden West Resources Limited is pleased to announce that it has today issued 25 million fully paid ordinary shares at a price of 80 cents per share, raising a total of $20 million (less associated costs).

For the purpose of Section 708A(5)(e) of the Corporations Act the Company gives notice that the shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act in reliance of Section 708A(5).

As at the date of this announcement the Company has complied with:

  • (a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

  • (b) Section 674 of the Corporations Act .

As at the date of this announcement, there is no excluded information for the purposes of Section 708A(7) and (8) of the Corporations Act .

An Appendix 3B for the above issue follows this announcement.

  • ENDS -

Please direct enquiries to:

Golden West Resources

Richard Taylor Riley Mathewson Public Relations Tel: +61 (0)8 9381 2144 Mob: +61 (0)451 471 006

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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 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

Golden West Resources Limited

ABN

54 102 622 051

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)
Ordinary fully paid shares
25,000,000
Same terms as existing fully paid shares
  • See chapter 19 for defined terms.

Appendix 3B Page 1

24/10/2005

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)
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 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)
Yes Yes
$0.80 per share
To progress the development of the Wiluna
West Iron project and to fund general working
capital requirements.
4 January 2011
Number +Class
189,606,127 Ordinary fully paid
shares.
10,250,000 Options exercisable at
$3 by 31/12/2011
Not applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

Part 2 - Bonus issue or pro rata issue

art 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
  • See chapter 19 for defined terms.

Appendix 3B Page 3

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
  • See chapter 19 for defined terms.

Appendix 3B Page 4

24/10/2005

Appendix 3B New issue announcement

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ]

  • 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 5

24/10/2005

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) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

24/10/2005

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.

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  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

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  • There is no reason why those[+] securities should not be granted[+] quotation.

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  • 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

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  • 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.

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  • 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: (Company secretary)

Date: 4 January 2011

Print name: Anthony Begovich

  • See chapter 19 for defined terms.

Appendix 3B Page 7

24/10/2005