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HARTSHEAD RESOURCES NL — Capital/Financing Update 2013
Jun 20, 2013
65052_rns_2013-06-20_6d09c863-7e4d-4c01-9a3b-354e09b1f81d.pdf
Capital/Financing Update
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21 June 2013
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ASX Code: PVD
TRANCHE 2 PLACEMENT NOTICE GIVEN UNDER SECTION 708A(5) OF THE CORPORATIONS ACT
This notice is given by Pura Vida Energy NL (“Pura Vida” or the “Company”) (ASX:PVD) under section 708A(5)(e) of the Corporations Act in relation to an issue of 4,205,000 fully paid ordinary shares in the Company on 21 June 2013 without disclosure to investors under Part 6D.2 of the Corporations Act.
A completed Appendix 3B in respect of the issue of new shares is attached.
The Appendix 3B also includes the issue of 300,000 employee incentive options and 353,474 employee performance rights in relation to an employee who joined the Company in June 2013.
Confirmation under section 708(5)(e) of the Corporations Act
The Company hereby notifies ASX under section 708A(5)(e) of the Act that:
-
the shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;
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the Company is providing this notice under paragraph (5)(e) of section 708A of the Act;
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as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company;
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as at the date of this notice, the Company has complied with section 674 of the Act; and
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as at the date of this notice, there is no information:
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(a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
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(b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
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(i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
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(ii) the rights and liabilities attaching to the Shares.
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About Pura Vida Energy: Pura Vida is an Australian-based African oil explorer building a portfolio of high quality assets. Pura Vida currently has operations offshore Morocco and offshore Gabon with significant resource potential and a fully funded high-impact drilling program.
Subscribe to FRONTIER - FRONTIER is the fastest way to receive breaking news about Pura Vida. To subscribe to our email alert service, FRONTIER , visit our website at www.puravidaenergy.com.au
CONTACT
Damon Neaves, Managing Director t: +61 8 9226 2011 e: [email protected]
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
PURA VIDA ENERGY NL
ABN
11 150 624 169
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) |
1 Fully paid ordinary shares 2 Options exercisable at $0.60 expiring 20 June 2016 3 Options exercisable at $0.70 expiring 3 June 2016 4 Employee performance rights subject to vesting conditions expiring3 June 2016 |
|---|---|
| 1 4,205,000 2 2,000,193 3 300,000 4 353,474 |
|
| 1 Fully paid ordinary shares 2 Options exercisable at $0.60 expiring 20 June 2016 3 Options exercisable at $0.70 expiring 3 June 2016 4 The principal terms of the Performance Rights are disclosed in the Performance Rights Plan dated 2 September 2011 |
- See chapter 19 for defined terms.
Appendix 3B Page 1
01/08/2012
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 |
1 Ordinary shares rank equally with existing class of ordinary shares 2 Shares issued upon the exercise of options rank equally with existing fully paid ordinary shares 3 Shares issued upon the exercise of options rank equally with existing fully paid ordinary shares 4 Shares issued upon the vesting of the performance rights rank equally with existing fully paid ordinary shares |
|---|---|
| 1 $0.39 2 Nil 3 Nil 4 Nil |
|
| 1 Funds raised will be used to accelerate activities on the newly acquired Nkembe block, offshore Gabon and repay in full the short-term funding facility announced to the ASX on 15 January 2013 2 Options issued to Lenders in respect to the Company’s new loan facility as announced on 1 May 2013 3 Incentive options to non-director employee pursuant to Employee Share Option Plan 4 Performance Rights are provided in accordance with the Performance Rights Plan as an incentive to employees |
|
| Yes | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 2
01/08/2012
Appendix 3B New issue announcement
| 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) 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 (see Part 3) |
Nil | Nil |
|---|---|---|
| Nil | ||
| 1 4,205,000 fully paid ordinary shares 2 2,000,193 options exercisable at $0.60 expiring 20 June 2016 |
||
| 3 300,000 options exercisable at $0.70 expiring 3 June 2016 4 353,474performance rights |
||
N/A |
||
| N/A | ||
| Refer Annexure 1 | ||
| 21 June 2013 | ||
| Number | +Class | |
| 80,508,514 | ordinary shares |
- See chapter 19 for defined terms.
Appendix 3B Page 3
01/08/2012
Appendix 3B New issue announcement
| 9 Number and +class of all +securities not quoted on ASX (see Part 3) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Number | +Class |
|---|---|---|
| 12,020,000 21,953,550 1,500,000 3,000,000 6,250,000 2,000,193 300,000 353,474 |
Ordinary Shares Unquoted Partly Paid shares Options exercisable at 25 cents expiring 3 December 2014 Options exercisable at 35 cents expiring 20 August 2017 Options exercisable at 40 cents expiring 6 September 2016 Options exercisable at 60 cents expiring 20 June 2016 Options exercisable at 70 cents expiring 3 June 2016 Performance rights subject to vesting conditions expiring 3 June 2016 |
|
| There is currently no dividend policy in place for the Company |
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 |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 4
01/08/2012
Appendix 3B New issue announcement
| 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 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) |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 5
01/08/2012
Appendix 3B New issue announcement
| 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 |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A |
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 |
- See chapter 19 for defined terms.
Appendix 3B Page 6
01/08/2012
Appendix 3B New issue announcement
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 N/A is sought
-
39 Class of[+] securities for which quotation is sought
N/A
- 40 Do the[+] securities rank equally in all N/A 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
41 Reason for request for quotation now N/A 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 N/A N/A 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.
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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.
-
See chapter 19 for defined terms.
Appendix 3B Page 7
01/08/2012
Appendix 3B New issue announcement
- 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.
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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.
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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: 21 June 2013
Nicholas Ong
Print name: ......................................
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 8
01/08/2012
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
| Part 1 | Part 1 |
|---|---|
| Rule 7.1 – Issues exceeding 15% of capital | |
| Step 1: Calculate “A”, the base figure from which the placement capacity is calculated |
|
| Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue |
40,250,001 |
| Addthe 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 |
10,000,000 41,150,000 1,064,583 |
| Subtractthe number of fully paid ordinary securities cancelled during that 12 month period |
nil |
| “A” | 92,464,584 |
pter 19 for defined terms.
3B Page 10
Appendix 3B New issue announcement
Step 2: Calculate 15% of “A”
| Step 2: Calculate 15% of “A” | Step 2: Calculate 15% of “A” |
|---|---|
| “B” | 0.15 |
| Multiply“A” by 0.15 | 13,869,687 |
| 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 |
100,000 partly paid shares 63,930 fully paid ordinary shares |
| “C” | 163,930 |
| 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 |
13,869,687 |
| Subtract“C” Note: number must be same as shown in Step 3 |
163,930 |
| Total[“A” x 0.15] – “C” | 13,705,757 |
pter 19 for defined terms.
3B Page 10
Appendix 3B New issue announcement
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
| Part 2 | 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 |
92,464,584 |
| Step 2: Calculate 10% of “A” | |
| “D” | |
| Multiply“A” by 0.10 | 9,246,458 |
| Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used |
|
| Insertnumber 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 |
0 |
| “E” | 0 |
| 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 |
9,246,458 |
| Subtract“E” Note: number must be same as shown in Step 3 |
0 |
| Total[“A” x 0.10] – “E” | 9,246,458 |
pter 19 for defined terms.
3B Page 10