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IMEXHS LIMITED — Capital/Financing Update 2011
May 18, 2011
65120_rns_2011-05-18_d2026aaf-85cd-4ae3-b0fe-52a64c979495.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 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
SWW Energy Limited
ACN
096 687 839
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) Ordinary Shares be issued (b) Unlisted Options 2 Number of[+] securities issued or (a) 350,000,000 Ordinary Shares to be issued (if known) or maximum number which may be (b) 80,000,000 Unlisted Options issued 3 Principal terms of the[+] securities (a) Ordinary Shares will rank equally with (eg, if options, exercise price and existing shares currently on issue from expiry date; if partly paid the date of allotment. +securities, the amount outstanding and due dates for payment; if +convertible (b) Unlisted Options – 1 cent exercise price and expiring on 31 December 2014 securities, the conversion price and dates for conversion)
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
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 |
(a) Yes (b) Unlisted Options will rank equally in all respects with Ordinary Shares upon the exercise of the Unlisted Options |
|---|---|
| (a) 35,000,000 Ordinary Shares @ 0.01 cents per Share 60,000,000 Ordinary Shares @ 0.5 cents per Share 220,000,000 Ordinary Shares @ 1 cent per Share 20,000,000 Ordinary Shares issued for nil consideration to the Proponent 15,000,000 Ordinary Shares issued for nil consideration to the Proponent – deemed issue price of 0.5 cents per share (b)Unlisted Options – nil consideration |
- See chapter 19 for defined terms.
Appendix 3B Page 2
1/1/2003
Appendix 3B New issue announcement
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6 Purpose of the issue The purpose of the capital raisings are to: (If issued as consideration for the acquisition of assets, clearly (a) provide funds for the expansion of the identify those assets) Company’s existing core business, which is focused on:
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(i) the production of biofuel and biodiesel from the beneficiation of waste oils using the proprietary technology of the Company, known as Thermodepolymerisation;
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(ii) the funding of operating expenses associated with the toll processing agreement with White Mountain Group LLC and feedstock suppliers;
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(iii) the funding of potential offtake agreements with end users of biofuel and biodiesel;
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(iv) expansion funding associated with new plants both directly owned and operated by White Mountain Group LLC and other third party operators; and
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(v) funding for the research and development of the Frac Water Technology and the Solar Cracking Technology.
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(b) provide funds for the further acquisition and development of other investments, as identified by the Company (that may or may not be in the same sector); and
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(c) meet the costs and expenses of the recapitalisation of the Company (including payments due under the DOCA and to the Proponent) with a view to seeking reinstatement to trading of its securities on ASX.
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7 Dates of entering +securities 19 May 2011 into uncertificated holdings or despatch of certificates
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See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 3
Appendix 3B New issue announcement
Number +Class 8 Number and +class of all 384,599,124 Ordinary Shares (post +securities quoted on ASX consolidation) ( including the securities in clause 2 if applicable) Number +Class 9 Number and +class of all 80,000,000 Options +securities not quoted on ASX Expiry 31 December 2014 ( including the securities in Exercisable at 1 cent clause 2 if applicable) (post consolidation) 10 Dividend policy (in the case of a There is currently no dividend policy in trust, distribution policy) on the place for the Company. increased capital (interests)
Part 2 - Bonus issue or pro rata issue
11 Is security holder approval n/a required? 12 Is the issue renounceable or nonn/a renounceable? 13 Ratio in which the[+] securities n/a will be offered 14 +Class of +securities to which the n/a offer relates 15 +Record date to determine n/a entitlements 16 Will holdings on different n/a registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements n/a in relation to fractions
- See chapter 19 for defined terms.
Appendix 3B Page 4
1/1/2003
Appendix 3B New issue announcement
| 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) 29 Date rights trading will end (if applicable) |
n/a |
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- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 5
Appendix 3B New issue announcement
| 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 |
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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
- See chapter 19 for defined terms.
Appendix 3B Page 6
1/1/2003
Appendix 3B New issue announcement
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:
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the date from which they do
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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)
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7
Appendix 3B New issue announcement
Number +Class
42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)
- See chapter 19 for defined terms.
Appendix 3B Page 8
1/1/2003
Appendix 3B New issue announcement
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.
19 May 2011
Sign here: ............................................................ Date: ......................... (Company secretary)
Gino D’Anna
Print name: .........................................................
== == == == ==
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 9