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IODM LIMITED — Capital/Financing Update 2015
Apr 16, 2015
65131_rns_2015-04-16_1afc54e0-0030-458d-ae38-feae23bd3565.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
PARADIGM METALS LIMITED
ABN
28 102 747 133
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 Fully paid ordinary shares be issued 2 Number of[+] securities issued or 68,333,330 ordinary shares to be issued (if known) or maximum number which may be issued 3 Principal terms of the Fully paid ordinary shares +securities (e.g. 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)
- See chapter 19 for defined terms.
Appendix 3B Page 1
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 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 |
Yes. The shares rank equally in all respects from the date of issue with the existing allocated fully paid ordinary shares of the company |
|---|---|
| $0.003 per share | |
| Issued in relation to further exploration to be performed on the Caninde Graphite project in Brazil. |
|
| Yes | |
| 14 October 2014 | |
| 39,400,800 | |
| 28,932,530 |
- See chapter 19 for defined terms.
Appendix 3B Page 2
Appendix 3B New issue announcement
6e Number of +securities issued N/A with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued N/A under an exception in rule 7.2 6g If[+] securities issued under rule 14 April 2015 7.1A, was issue price at least 75% 15 day VWAP = $0.003 Issue Price = $0.003 of 15 day VWAP as calculated Tradingroom.com.au 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 N/A 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 7.1 – Nil issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 7.1A – 3,638,422 and release to ASX Market Announcements 7 +Issue dates 17 April 2015 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. Number +Class 8 Number and +class of all 856,220,340 Ordinary Shares +securities quoted on ASX (PDM) ( including the +securities in 262,543,010 Listed options section 2 if applicable) exercisable at $0.002 on or before 31 December 2016
- See chapter 19 for defined terms.
Appendix 3B Page 3
Appendix 3B New issue announcement
Number +Class 9 Number and +class of all N/A N/A +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)
Part 2 – DELETED – NOT APPLICABLE
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
37 A copy of any trust deed for the additional[+] securities
- See chapter 19 for defined terms.
Appendix 3B Page 4
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.
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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 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:
Paula Cowan (Company Secretary)
Date: 17 April 2015
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 5
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
| Rule 7.1 – Issues exceeding 15% of capital | 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 the +issue date or date of agreement to issue |
425,215,010 |
| 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 |
262,607,505 – Per Prospectus lodged 12 November 2014 20,000 – Per exercise of listed options 16 March 2015 44,495 – Per exercise of listed options 27 March 2015 Nil Nil |
| Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period |
Nil |
| “A” | 687,887,010 |
- See chapter 19 for defined terms.
Appendix 3B Page 6
Appendix 3B New issue announcement
| Step 2: Calculate 15% of “A” | |
| “B” | 0.15 [Note: this value cannot be changed] |
| Multiply“A” by 0.15 | 103,183,051 |
| 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 |
3 November 2014 – 63,782,251 17 April 2015 – 39,400,800 |
| “C” | 103,183,051 |
| 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 |
103,183,051 |
| Subtract“C” Note: number must be same as shown in Step 3 |
103,183,051 |
| Total[“A” x 0.15] – “C” | Nil [Note: this is the remaining placement capacity under rule 7.1] |
- See chapter 19 for defined terms.
Appendix 3B Page 7
Appendix 3B New issue announcement
Part 2
| 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 |
687,887,010 |
| Step 2: Calculate 10% of “A” | |
| “D” | 0.10 Note: this value cannot be changed |
| Multiply“A” by 0.10 | 68,788,701 |
| 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 |
36,217,749 – 3 November 2014 28,932,530 – 17 April 2015 |
| “E” | 65,150,279 |
- See chapter 19 for defined terms.
Appendix 3B Page 8
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 |
68,788,701 |
| Subtract“E” Note: number must be same as shown in Step 3 |
65,150,279 |
| Total[“A” x 0.10] – “E” | 3,638,422 Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
Appendix 3B Page 9
==> picture [259 x 75] intentionally omitted <==
Level 1, 330 Churchill Avenue W www.paradigmmetals.com.au Subiaco WA 6008 E [email protected] PO Box 540 T +61 8 9200 4482 Subiaco WA 6904 F +61 8 9200 4469
ABN 28 102 747 133
17 April 2015 Company Announcements Office Australian Securities Exchange Limited Exchange Plaza 2 The Esplanade PERTH WA 6000
Information Required Under ASX Listing Rule 3.10.5A
Further to the Appendix 3B released on 17 April 2015 for the issue of 68,333,330 fully paid ordinary shares, Paradigm Metals Limited ( Company ) provides the information required under ASX Listing Rule 3.10.5A as follows:
- a) Dilution to existing shareholders:
The dilutive effect of the Placement on existing shareholders is as follows:
| The dilutive effect of the Placement on existing shareholders is as follows: | |
|---|---|
| Placement issue under ListingRule 7.1(39,400,800 shares) | 5.00% |
| Placement issue under ListingRule 7.1A(28,932,530 shares) | 3.67% |
| Total Dilution as a result of the Placement | 8.67% |
Further details of the approximate percentage of the issued capital post the Placement held by the preplacement shareholders and new shareholders are as follows:
| placement shareholders and new shareholders are as follows: | |
|---|---|
| Pre-placement securityholders who did notparticipate in theplacement | 99% |
| Pre-placement securityholders who didparticipate in theplacement | 1% |
| Participants in theplacement who were notpreviouslysecurityholders | 85% |
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b) The securities were issued for cash consideration in relation to further exploration to be performed on the Caninde Graphite project in Brazil. Refer to announcement dated 18 March 2015 for more information. The Directors believe the issue of the 28,932,530 shares under LR7.1A is consistent with the approval from shareholders on 14 October 2014. The purpose of the facility is that the Company may issue equity securities under 7.1A for cash consideration in relation to further exploration to be performed on the Caninde Graphite project in Brazil.
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c) No underwriting arrangements were in place for the placement; and
-
d) The Company paid a 6% (plus GST) placement fee.
Yours faithfully
Paula Cowan Company Secretary Paradigm Metals Limited