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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:

  1. the shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

  2. the Company is providing this notice under paragraph (5)(e) of section 708A of the Act;

  3. 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;

  4. as at the date of this notice, the Company has complied with section 674 of the Act; and

  5. as at the date of this notice, there is no information:

  6. (a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

  7. (b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

    • (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

    • (ii) the rights and liabilities attaching to the Shares.

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.

  • 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.

  • 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.

  • 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: 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