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HARTSHEAD RESOURCES NL Share Issue/Capital Change 2013

Nov 10, 2013

65052_rns_2013-11-10_02efa694-7cdf-43a8-b955-66baf3526c59.pdf

Share Issue/Capital Change

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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

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)
i)
Unlisted Options
ii)
Employee Performance Rights subject
to vesting conditions
iii)
Ordinary Shares
i)
32,500
ii)
32,500
iii)
88,369
i)
Unlisted Options exercisable at $1.08
on or before 4 November 2016.
ii)
Principal terms of the Performance
Rights are disclosed in the
Performance Rights Plan dated 2
September 2011.
iii)
Fully paid Ordinary Shares.
  • 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
i)
Shares issued upon exercise of Options
will rank equally with existing fully
paid ordinary shares.
ii)
Shares issued upon the vesting of
Performance Rights will rank equally
with existing fully paid ordinary shares.
iii)
Yes
i)
Nil
ii)
Nil
iii)
Nil
i)
Incentive Options to non-director
employee pursuant to Employee
Share Option Plan.
ii)
Performance
Rights
issued
in
accordance with the Performance
Rights Plan as an incentive to non-
director employee.
iii)
Conversion of Performance Rights
following
satisfaction
of
vesting
condition.
Yes
26 November 2012

ter 19 for defined terms.

3B Page 2

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
i)
32,500
ii)
32,500
iii)
88,369

N/A
N/A
Refer Annexure 1
7 November 2013
Number +Class
92,821,883 Ordinary Shares

ter 19 for defined terms.

3B Page 10

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
21,878,550
1,500,000
3,000,000
6,250,000
2,000,193
300,000
775,000
32,500
1,072,605
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
Options exercisable at
$1.03 expiring 2 October
2016
Options exercisable at
$1.08 expiring 4
November 2016
Performance rights
subject to vesting
conditions
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
N/A
N/A
N/A

ter 19 for defined terms.

3B Page 4

Appendix 3B New issue announcement

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
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
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

ter 19 for defined terms.

3B Page 10

Appendix 3B New issue announcement

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
N/A
N/A
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

ter 19 for defined terms.

3B Page 6

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
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)
42
Number and+class of all+securities
quoted on ASX (_including_the securities
in clause 38)
N/A
N/A
N/A
N/A
Number +Class
N/A N/A

ter 19 for defined terms.

3B Page 10

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: 11 November 2013 (Company secretary)

Nicholas Ong Print name: ......................................

== == == == ==

ter 19 for defined terms.

3B Page 8

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

==> picture [415 x 379] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid ordinary 57,281,251
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 5,088,369 shares on conversion of
issued in that 12 month period under an performance rights
exception in rule 7.2
• Number of fully paid ordinary securities
41,300,000
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary 1,108,333
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 nil
securities cancelled during that 12 month
period
“A” 104,777,953
----- End of picture text -----

ter 19 for defined terms.

3B Page 10

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”
“B” 0.15
Multiply“A” by 0.15 15,716,692
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that
has already been used
Insertnumber of equity securities issued or 63,930 fully paid ordinary shares
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
  • It may be useful to set out issues of securities on different dates as separate line items

  • “C” 63,930

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

capacity under rule 7.1
“A” x 0.15 15,716,692
Note: number must be same as shown in
Step 2
Subtract“C” 63,930
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 15,652,762

ter 19 for defined terms.

3B Page 10

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”

Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D”

Multiply “A” by 0.10

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”

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 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E”

ter 19 for defined terms.

3B Page 10