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IONEER LTD Capital/Financing Update 2017

Apr 12, 2017

65129_rns_2017-04-12_7097e2ed-7552-481a-b30b-56c91be8f9f8.pdf

Capital/Financing Update

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13[th] April 2017

ASX Market Announcements

ASX Code: GSC

ASX Limited Level 6, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Cleansing Notice and Appendix 3B

Global Geoscience Limited (the Company ) hereby provides notice to the ASX for the purposes of section 708A(5)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ) that the Company has today issued 42,100,000 fully paid ordinary shares in the Company at an issue price of $0.125 ( Shares ) to an entity associated with Mr James D. Calaway and an institutional investor that routinely invests alongside Mr Calaway, under the placement announced on Wednesday, 5 April 2017. The Shares are in a class of securities quoted on ASX.

A completed Appendix 3B in relation to the issue of Shares is attached. The Appendix 3B also includes 40,000,000 unlisted options over ordinary shares issued to Mr Calaway, as previously announced.

The Company advises that:

  • (a) the securities were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

  • (b) this notice is given under section 708A(5)(e) of the Corporations Act;

  • (c) as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company;

  • (d) as at the date of this notice, the Company has complied with section 674 of the Corporations Act; and

  • (e) as at the date of this notice, there is no “excluded information” of the type referred to in sections 708A(6)(e), 708A(7) and 708A(8) of the Corporations Act.

Yours Faithfully

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Joanna Morbey Company Secretary Global Geoscience Limited

Global Geoscience Ltd Tel: +61 (2) 9922-5800 ABN 76 098 564 606 Fax: +61 (2) 9922-4004 Suite 203, 161 Walker Street e-mail: [email protected] NORTH SYDNEY NSW 2060 Web: www.globalgeo.com.au AUSTRALIA

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

GLOBAL GEOSCIENCE LIMITED

ABN

76 098 564 606

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
(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)
1. Ordinary fully paid shares
2. Unlisted options, expiry 13 April 2022, exercise
price A$0.15
3. Unlisted options, expiry 13 April 2022, exercise
price A$0.20
4. Unlisted options, expiry 13 April 2022, exercise
price A$0.25
1. 42,100,000 Ordinary fully paid shares
2. 16,000,000 unlisted options over ordinary
shares
3. 12,000,000 unlisted options over ordinary
shares
4. 12,000,000 unlisted options over ordinary
shares
1. Ordinary fully paid shares
2. Unlisted options, exercise price $0.15, expiry
13 April 2022
3. Unlisted options, exercise price $A0.20, expiry
13 April 2022
4. Unlisted options, exercise price $A0.25, expiry
13 April 2022
  • See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

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:

  1. Yes, the Ordinary fully paid shares will rank equally with the existing ordinary shares. 2, 3, 4 Not applicable to the options. Ordinary shares issued on exercise of the options will rank equally with the existing ordinary shares from the date of issue.

  2. the date from which they do

  3. the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  4. • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

  5. 5 Issue price or consideration

  6. The Ordinary shares are issued at $0.125 per share. 2, 3, 4 No issue price is payable with respect to the options.

6 Purpose of the issue The funds raised from the issue will be employed to (If issued as consideration for advance the Rhyolite Ridge Lithium-Boron Project the acquisition of assets, clearly and for general corporate and working capital identify those assets) purposes.

6a Is the entity an[+] eligible entity Yes 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 25 November 2016 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
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.
42,100,000
Ordinary
shares,
subject
to
this
Appendix 3B
40,000,000
unlisted
options,
subject
to this
Appendix 3B
27,500,000 unlisted options [GSCAR]
294,285 Ordinary shares [GSC]
Nil
Nil
17,000,000 Class A Performance Rights
17,000,000 Class B Performance Rights
17,000,000 Class C Performance Rights

N/A
N/A
Attached
13th April 2017
  • See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the
+securities in
section 2 if applicable)
Number +Class
1,110,553,647 Ordinary
fully
paid
shares
9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the
+securities in
section 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
2,000,000
5,200,000
5,000,000
10,000,000
2,500,000
2,500,000
2,500,000
2,500,000
17,000,000
17,000,000
17,000,000
1,500,000
1,000,000
16,000,000
12,000,000
12,000,000
Options expiring 30-
Dec-2017 ex 4.7c
[GSCAM]
Options expiring 30-
Dec-2017 ex 7.0c
[GSCAQ]
Options expiring 2-Sept-
2018 ex 10.0c [GSCAR]
Options expiring 2-Sept-
2018 ex 20.0c [GSCAR]
Options expiring 30-Jan-
2019 ex 12.5c [GSCAR]
Options expiring 30-Jan-
2019 ex 15.0c [GSCAR]
Options expiring 30-Jan-
2019 ex 17.5c [GSCAR]
Options expiring 30-Jan-
2019 ex 20.0c [GSCAR]
Class A Performance
Rights [GSCAA]
Class B Performance
Rights [GSCAA]
Class C Performance
Rights [GSCAA]
As at the date of this
announcement, none of
the conditions have been
met in relation to the
Performance Rights.
Options expiring 30-Jan-
2019 ex 15.0c [GSCAR]
Options expiring 30-Jan-
2019 ex 20.0c [GSCAR]
Options expiring 13-
April-2022 ex 15.0c
Options expiring 13-
April-2022 ex 20.0c
Options expiring 13-
April-2022 ex 25.0c
Dividend policy will remain as currently stated.
  • See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Part 2 - 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
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 offer
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 offer documents 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?
32 How do security holders dispose
of their entitlements (except by
sale through a broker)?
33 +Issue date

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

  • See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

(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

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)

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.

  • See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

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Sign here:

Date: 13[th] April 2017

( ~~Director/~~ Company secretary) Print name: Joanna Elizabeth Morbey

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

Part 1 Part 1
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
857,443,761
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
• Shares issued pursuant to options being
exercised
• Shares issued pursuant to unlisted
options being exercised
Number of fully paid ordinary securities
issued with shareholder approval.
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
0
80,000,000
78,715,601
2,000,000
50,000,000
Subtractthe number of fully paid+ordinary
securities cancelled during that 12 month
period
0
“A” 1,068,159,362
  • See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

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 0.15 160,223,904
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
15,000,000 unlisted options [2 September 2016]
214,285 fully paid ordinary shares
10,000,000 unlisted options [1 February 2017]
2,500,000 unlisted options [22 March 2017]
80,000 fully paid ordinary shares [22 March
2017]
42,100,000 fully paid ordinary shares subject of
this Appendix 3B
40,000,000 unlisted options subject of this
Appendix 3B
“C” 109,894,285
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
160,223,904
Subtract“C”
Note: number must be same as shown in
Step 3
109,894,285
Total[“A” x 0.15] – “C” 50,329,619
[Note: this is the remaining placement
capacity under rule 7.1]

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
1,068,159,362
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 106,815,936
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
0
“E” 0
  • See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013

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
106,815,936
Subtract“E”
Note: number must be same as shown in
Step 3
0
Total[“A” x 0.10] – “E” 106,815,936
Note: this is the remaining placement
capacity under rule 7.1A