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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;
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(b) this notice is given under section 708A(5)(e) of the Corporations Act;
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(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;
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(d) as at the date of this notice, the Company has complied with section 674 of the Corporations Act; and
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(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:
-
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.
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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
-
5 Issue price or consideration
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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
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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
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(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.
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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
-
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.
- 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 |