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HAWK RESOURCES LIMITED. Capital/Financing Update 2018

Sep 10, 2018

65081_rns_2018-09-10_499b473e-e514-4695-bbe3-4cedbbf47513.pdf

Capital/Financing Update

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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, 04/03/13

Name of entity

Alderan Resources Limited

ABN

55 165 079 201

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 (a) Shares be issued (b) Performance rights 2 Number of[+] securities issued or (a) 1,615,000 to be issued (if known) or (b) 600,000 maximum number which may be issued 3 Principal terms of the (a) Fully paid ordinary shares +securities (e.g. if options, (b) Performance rights on the terms and exercise price and expiry date; if conditions detailed in the Notice of partly paid +securities, the Meeting dated 26 July 2018 amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4
Do the+securities rank equally
in all respects from the+issue
date 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
(a) Yes
(b) No, shares issued on conversion of
performance rights will rank equally
with existing shares on issue
(a) $380,000
(b) Nil
(a) Issued on exercise of the following
unlisted
Director
&
management
incentive options:-
-
1,045,000 unlisted options at $0.20
each
for
total
applications
of
$209,000; and
-
570,000 unlisted options at $0.30
each
for
total
applications
of
$171,000
(b) Issued to a Director as incentive for
future performance as detailed in the
Notice of Meetingdated 26July2018
Yes
28 November 2017
  • See chapter 19 for defined terms.

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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
+Issue dates
Note: The issue date may be prescribed by
ASX (refer to the definition of issue date in
rule 19.12). For example, the issue date for a
pro rata entitlement issue must comply with
the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
Nil Nil
Nil
600,000 Performance rights, approved by
shareholders on 24 August 2018
1,615,000 Fully paid ordinary shares

N/A
N/A
See annexure
11 September 2018
Number +Class
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

8 Number and +class of all 114,608,908 Fully Paid Ordinary Shares +securities quoted on ASX ( including the +securities in - 42,801,524 shares subject to section 2 if applicable) ASX escrow to 09/06/19

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the
+securities in
section 2 if applicable)
Number +Class
755,000
2,300,000
1,570,000
1,570,000
1,570,000
1,777,454
2,300,000
2,300,000
45,000
75,000
75,000
75,000
200,000
200,000
200,000
200,000
Unlisted options, exercisable at
$0.20, expiring 22/02/2021
Unlisted options, exercisable at
$0.30, expiring 22/02/2021
Unlisted options, exercisable at
$0.40, expiring 22/02/2021
Unlisted options, exercisable at
$0.60,
expiring
22/02/2021,
vesting on 22/02/2019
Unlisted options, exercisable at
$0.80,
expiring
22/02/2021,
vesting on 22/02/2019
Unlisted options, exercisable at
$0.20 expiring 22/02/2020
Unlisted options, exercisable at
$0.30 expiring 31/05/2020,
Unlisted options, exercisable at
$0.40 expiring 31/05/2020
Unlisted options exercisable at
$0.30, expiring on 27/06/2021
Unlisted options exercisable at
$0.40, expiring on 27/06/2021
Unlisted options exercisable at
$0.60, expiring on 27/06/2021
Unlisted options exercisable at
$0.80, expiring on 27/06/2021
Unlisted options exercisable at
$0.60, expiring on 22/02/2021,
vesting on 04/09/18
Unlisted options exercisable at
$0.80, expiring on 22/02/2021,
vesting on 04/09/18
Unlisted options exercisable at
$1.00, expiring on 22/02/2021,
vesting on 04/09/18
Unlisted options exercisable at
$1.20, expiring on 22/02/2021,
vestingon 04/09/18
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

25,000
25,000
25,000
25,000
75,000
75,000
75,000
75,000
500,000
500,000
500,000
500,000
166,666
233,3334
116,666
Unlisted options exercisable at
$2.50, expiring on 02/11/2021
Unlisted options exercisable at
$3.00, expiring on 02/11/2021,
vesting on 16/10/2018
Unlisted options exercisable at
$3.50, expiring on 02/11/2021,
vesting on 16/10/2019
Unlisted options exercisable at
$4.00, expiring on 02/11/2021,
vesting on 16/10/2020
Unlisted options exercisable at
$2.50, expiring on 15/11/2021
Unlisted options exercisable at
$3.00, expiring on 15/11/2021,
vesting on 1/9/2018
Unlisted options exercisable at
$3.50, expiring on 15/11/2021,
vesting on 1/9/2019
Unlisted options exercisable at
$4.00, expiring on 15/11/2021,
vesting on 1/9/2020
Unlisted options exercisable at
$2.50, expiring on 30/11/2021
Unlisted options exercisable at
$3.00, expiring on 30/11/2021,
vesting on 1/11/2018
Unlisted options exercisable at
$3.50, expiring on 30/11/2021,
vesting on 1/11/2019
Unlisted options exercisable at
$4.00, expiring on 30/11/2021,
vesting on 1/11/2020
Unlisted options exercisable at
$1.00 each, expiring 12/06/2022,
vesting on 12/06/2019
Unlisted options exercisable at
$1.00 each, expiring 12/06/2022,
vesting on 12/06/2020
Unlisted options exercisable at
  • See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

233,334
116,666
233,334
116,666
233,334
600,000
$1.50 each, expiring 12/06/2022,
vesting on 12/06/2019
Unlisted options exercisable at
$1.50 each, expiring 12/06/2022,
vesting on 12/06/2020
Unlisted options exercisable at
$2.00 each, expiring 12/06/2022,
vesting on 12/06/2019
Unlisted options exercisable at
$2.00 each, expiring 12/06/2022,
vesting on 12/06/2020
Unlisted options exercisable at
$2.50 each, expiring 12/06/2022,
vesting on 12/06/2019
Unlisted options exercisable at
$2.50 each, expiring 12/06/2022,
vesting on 12/06/2020
Performance rights

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue - NOT APPLICABLE, DELETED

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

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

  • 37 A copy of any trust deed for the additional[+] securities

  • See chapter 19 for defined terms.

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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[+] issue date 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.

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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 is not available now, we 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 September 2018 Company secretary

Print name: Brett Tucker

  • See chapter 19 for defined terms.

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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 Amended 04/03/13

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 403] intentionally omitted <==

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

Insert number of fully paid [+] ordinary 107,963,908
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 30,000 – 9 August 2018
issued in that 12 month period under an
1,615,000 – 11 September 2018
exception in rule 7.2
• Number of fully paid [+] ordinary securities 5,000,000 – 24 August 2018
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
Subtract the number of fully paid [+] ordinary Nil
securities cancelled during that 12 month
period
“A” 114,608,908
----- End of picture text -----

  • See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 17,913,362
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
“C”
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
17,913,362
Subtract“C”
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 17,913,362
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 12

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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” 114,608,908 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 11,460,891

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”

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
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
11,460,891
Subtract“E”
Note: number must be same as shown in
Step 3
Total[“A” x 0.10] – “E” 11,460,891
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 14

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