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HAMMER METALS LIMITED — Capital/Financing Update 2011
Sep 11, 2011
65065_rns_2011-09-11_7a860ef2-d0eb-461d-86a0-a66e91813970.pdf
Capital/Financing Update
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12 September 2011
FULLY UNDERWRITTEN RENOUNCEABLE RIGHTS ISSUE
Midas Resources Limited (ASX: MDS) ( Midas or the Company ) is pleased to announce a fully underwritten renounceable rights issue ( Rights Issue ) of eight (8) fully paid ordinary shares ( New Shares ) for every fifteen (15) fully paid ordinary shares held as at 5:00pm (WST) on 23 September 2011 to shareholders with a registered address in Australia or New Zealand.
Pursuant to the Rights Issue, the Company will issue up to approximately 173,306,075 New Shares at an issue price of $0.018 each to raise approximately $3.12 million (before expenses of the issue).
New Shares under the Rights Issue will rank equally with the Company’s existing Shares and the Company will apply for quotation of the Shares.
The Company intends to apply the proceeds from the Issue (together with the Company’s existing cash reserves) towards exploration, drilling, evaluation, feasibility studies and general working on its Lake Carey and Leonora Gold Projects.
Patersons Securities Limited ( Patersons ) has been appointed as Lead Manager and Underwriter.
Rights issue will be open to shareholders registered as at 5pm WST on 23 September 2011 ( Record Date ) with address is in Australia and New Zealand ( Eligible Shareholders ).
A copy of the Prospectus together with an application form will be mailed to all Eligible Shareholders as per the timetable below:
Key Dates
The proposed timetable for the Rights Issue is as follows:
| Lodgement Date | 9 September 2011 |
|---|---|
| Rights Trading Commences | 19 September 2011 |
| Record date to determine Entitlement | 23 September 2011 |
| Prospectus with Application Form dispatched | 27 September 2011 |
| Closing date for acceptances (5.00pm WST) | 12 October 2011 |
| Determine shortfall | 14 October 2011 |
| Despatch new shareholding statements | 20 October 2011 |
| Trading of New Shares expected to commence | 21 October 2011 |
Note: The Company reserves the right to amend any or all of these events, dates and times.
Midas Resources Limited ABN 87 095 092 158 Level 1, 282 Rokeby Road, Subiaco WA 6904 t - +61 8 9388 2211 f - +61 8 9388 2600
e – [email protected] w – www.midasresources.com.au
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To participate in the Rights Issue, Optionholders have to convert their options in time to be registered as Shareholders on the Record Date, in accordance with the terms and conditions of the options.
A separate letter will be mailed to Optionholders.
A copy of the Prospectus and an Appendix 3B in respect of the Rights Issue follows this announcement.
- Ends -
For more information:
Mark Pitts
Company Secretary Endeavour Corporate +61 8 9316 9100
or,
Midas Resources Limited Level 1, 282 Rokeby Road, Subiaco Western Australia 6008 Phone: +61 8 9388 2211 Fax: +61 8 9388 2600
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
Midas Resources Limited
ABN
87 095 092 158
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 |
|---|---|
| 173,306,075 | |
| Fully paid ordinary shares of the Company in accordance with the Company’s constitution |
- 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 The shares issued under the Rights Issue will all respects from the date of rank equally with the existing fully paid allotment with an existing[+] class ordinary shares of the Company from the date of quoted[+] securities? of allotment. 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 $0.018 per share 6 Purpose of the issue The funds to be raised by the Company via the (If issued as consideration for the Rights Issue will be applied towards the acquisition of assets, clearly exploration, drilling, evaluation, feasibility identify those assets) studies and general working capital for the Company’s projects as detailed in the Prospectus dated 9 September 2011 and released to ASX. 7 Dates of entering +securities 20 October 2011 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 498,254,967 Fully paid ordinary shares +securities quoted on ASX ( including the securities in 48,126,293 Options exercisable at $0.03 clause 2 if applicable) on or before 30 November 2012
- See chapter 19 for defined terms.
Appendix 3B Page 2
24/10/2005
Appendix 3B New issue announcement
| 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 |
|---|---|---|
| 1,500,000 1,500,000 200,000 500,000 600,000 |
$0.10 option exp 29/11/11 $0.20 option exp 29/11/11 $0.16 option exp 19/04/13 $0.16 option exp 15/11/13 $0.10 option exp 31/12/13 |
|
| There is no intention to pay dividends. |
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. |
No |
|---|---|
| Renounceable | |
| 8 new shares for every 15 shares held at the 23 September 2011(record date). |
|
| Fully paid ordinary shares | |
| Friday, 23 September 2011 | |
| No | |
| Fractions will be rounded up to nearest whole shares |
|
| All countries except Australia and New Zealand. |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 3
Appendix 3B New issue announcement
| 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 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? |
12 October 2011 |
|---|---|
| Patersons Securities Limited | |
| An underwriting fee of 5% of the total amount underwritten is payable to Patersons Securities Limited. |
|
| Not applicable | |
Not applicable |
|
| Not applicable | |
| Not applicable | |
| 27 September 2011 | |
| 9 September 2011 | |
| 19 September 2011 | |
| 5 October 2011 | |
| Complete the section marked “Instructions to Stockbroker” on the back of the application form accompanying the Prospectus and lodge it with your |
- See chapter 19 for defined terms.
Appendix 3B Page 4
24/10/2005
Appendix 3B New issue announcement
| 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 |
stockbroker. |
|---|---|
| Complete the application form accompanying the Prospectus by inserting the number of new shares that you wish to accept and complete the section marked “Instructions to Stockbroker” on the back of the form in respect of the part of your entitlement you wish to sell. Forward the form to your stockbroker together with a cheque for the total amount payable in respect of the new shares accepted. |
|
| Forward a completed renunciation form (obtainable through your stockbroker or the Company’s share registry) together with your application form completed by the transferee together with a cheque for the appropriate application monies to the Company’s share registry. |
|
| 20 October 2011 |
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
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 5
Appendix 3B New issue announcement
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 +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
- See chapter 19 for defined terms.
Appendix 3B Page 6
24/10/2005
Appendix 3B New issue announcement
- 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.
-
See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7
Appendix 3B New issue announcement
-
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.
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Sign here: ............................................................ (Company secretary)
Date: 12 September 2011
Print name: Mark Pitts
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- See chapter 19 for defined terms.
Appendix 3B Page 8
24/10/2005