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HELIX RESOURCES LIMITED — Capital/Financing Update 2012
Oct 1, 2012
65059_rns_2012-10-01_8168d089-edbd-46cf-98c7-0ae7ca4d7aff.pdf
Capital/Financing Update
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Helix Resources Limited
Gold, Copper, Iron Ore in Australia and Chile
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2[nd] October 2012
The Company Announcements Platform
Australian Securities Exchange
PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUE
Helix Resources Limited ( ASX: HLX ) ( Helix or the Company ) is pleased to announce that it intends to undertake a capital raising by way of a pro-rata non-renounceable rights issue of options ( Options ) to acquire fully paid ordinary shares ( Shares ) in the Company ( Rights Issue ).
A total of approximately $1,705,000 (before costs) will be raised if the Rights Issue is fully subscribed and will provide the Company with additional funds to continue its exploration activities in NSW and Chile.
RIGHTS ISSUE
Helix will offer a 1 for 3 non-renounceable entitlement issue to Shareholders of Options at an issue price of 2.5 cents per Option, to raise up to approximately $1,705,000.
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The key terms of the Options offered pursuant to the Rights Issue are as follows:
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the exercise price of each Option shall be 1.5 cents;
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the Company will apply to have the Options quoted on the ASX;
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the expiry date of each option shall be 30 September 2014 ( Expiry Date ); and
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the options may be exercised at any time prior to the Expiry Date.
Existing Shareholders will be offered the opportunity to purchase one (1) Option for every three (3) Shares held by them as at the record date of 11 October 2012 at a price of 2.5 cents per Option.
The Rights Issue will be made pursuant to a prospectus to be lodged with ASIC in accordance with the timetable set out below ( Prospectus ).
The Company currently has no issued ASX listed options as part of its capital structure. Following the issue of the Options under the Rights Issue, a total of 68,216,357 Options will be issued by the Company, assuming full subscription of the Rights Issue.
SHORTFALL
Shareholders will be given the opportunity to apply for Options above their entitlement that make up any shortfall. Shareholders who wish to apply for Options above their entitlement can complete the Shortfall Application Form which will accompany the Prospectus.
Any shortfall shall be placed at the discretion of the Directors. The Directors reserves the right to allot to an applicant a lesser number of Options than the number for which the applicant applies, or to reject an application, or to not proceed with placing the shortfall.
USE OF FUNDS
The Company intends to use the funds to be raised pursuant to the Rights Issue as follows:
Helix Resources Limited ACN 009 138 738 Suite 7 / 29 Ord Street, West Perth WA 6005
Email: [email protected] Email: [email protected]
P: +61 8 9321 2644 F: +61 8 9321 3909 www.helix.net.au
Helix Resources Limited
Gold, Copper, Iron Ore in Australia and Chile
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| U f Fd | $ |
|---|---|
| se o uns | |
| Exploration activities in Chile | 600,000 |
| Exploration activities in NSW | 600,000 |
| Administration expenses & Costs of this Prospectus | 505,408 |
| TOTAL | $1,705,408 |
TIMETABLE
The indicative timetable for the Rights Issue is set out below. The timetable will be confirmed upon lodgment of the Prospectus with ASIC.
| of the Prospectus with ASIC. | |
|---|---|
| Indicative Timetable for Rights Issue: | |
| Announce Entitlement Issue and lodge Appendix 3B | 2 October 2012 |
| Lodgment of Prospectus with ASIC and ASX | 2 October 2012 |
| Notice sent to Shareholders | 4 October 2012 |
| Ex Date | 5 October 2012 |
| Record Date for determining Shareholder entitlements | 11 October 2012 |
| Prospectus despatched to Shareholders | 15 October 2012 |
| Closing Date of Offer* | 29 October 2012 |
| Securities quoted on a deferred settlement basis | 30 October 2012 |
| Notify ASX of under-subscriptions | 31 October 2012 |
| Despatch date/Shares entered into Shareholders’ security holdings | 1 November 2012 |
*The Directors may extend the Closing Date by giving at least 6 Business Days notice to ASX prior to the Closing Date.
For further information, please contact the undersigned or Technical Director, Mr. Michael Wilson:
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Greg J Wheeler Executive Chairman
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Helix Resources Limited ACN 009 138 738 Suite 7 / 29 Ord Street, West Perth WA 6005
Email: [email protected] Email: [email protected]
P: +61 8 9321 2644 F: +61 8 9321 3909 www.helix.net.au
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
Helix Resources Limited
ABN
27 009 138 738
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) |
Options over Shares |
|---|---|
| 68,216,357 | |
| Pro-rata non-renounceable option entitlement issue at an issue price of $0.025 and exercisable at $0.015 by 30 September 2014. |
- See chapter 19 for defined terms.
Appendix 3B Page 1
1/1/2003
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4 Do the[+] securities rank equally in all Options issued will be a different class of respects from the date of allotment quoted securities. with an existing[+] class of quoted +securities? Shares issued on exercise of the Options will rank equally with existing Shares on issue.
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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
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• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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5 Issue price or consideration Issued for $0.025 per option with an exercise price of $0.015 per option.
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6 Purpose of the issue Raise capital for exploration activities. (If issued as consideration for the acquisition of assets, clearly identify those assets)
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7 Dates of entering[+] securities into 1 November 2012 uncertificated holdings or despatch of certificates
Number +Class 8 Number and +class of all 204,649,072 Fully Paid Ordinary +securities quoted on ASX Shares ( including the securities in clause 2 if applicable) 68,216,357 Options exercisable at $0.015 expiring 30[th] September 2014
Number +Class 9 Number and +class of all +securities not quoted on ASX ( including the securities in clause 2 2,500,000 Incentive Options if applicable) exercisable at $0.125 expiring 31 March 2014 2,500,000 Incentive Options exercisable at $0.175 expiring 31 March 2014
- 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
11 Is security holder approval No required? 12 Is the issue renounceable or nonNon-renounceable renounceable? 13 Ratio in which the[+] securities will 1:3 be offered 14 +Class of +securities to which the Option offer relates 15 +Record date to determine 11 October 2012 entitlements 16 Will holdings on different registers n/a (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in Eligible shareholders will be entitled to relation to fractions Options based on their shareholding of shares at Record Date, divided by three and rounded up to the nearest whole number.
- See chapter 19 for defined terms.
Appendix 3B Page 3
1/1/2003
18 Names of countries in which the Any country outside Australia and New entity has[+] security holders who Zealand 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 29 October 2012 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? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? |
n/a |
|---|---|
| n/a | |
| n/a | |
n/a |
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| n/a | |
| n/a | |
| 15 October 2012 | |
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a |
- See chapter 19 for defined terms.
Appendix 3B Page 5
1/1/2003
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32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?
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33 +Despatch date
n/a
1 November 2012
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 )
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(a) [Securities described in Part 1 ]
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(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
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37 A copy of any trust deed for the additional[+] securities
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See chapter 19 for defined terms.
Appendix 3B Page 6
1/1/2003
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
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the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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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)
Number +Class
- See chapter 19 for defined terms.
Appendix 3B Page 7
1/1/2003
Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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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.
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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
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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.
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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:
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Date: 2 October 2012
(Company secretary)
Print name: Joneen McNamara
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- See chapter 19 for defined terms.
Appendix 3B Page 8
1/1/2003