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IONEER LTD Capital/Financing Update 2017

Jan 31, 2017

65129_rns_2017-01-31_bee34f6d-45bd-4a27-be27-bd221c37e9a4.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

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.
Unlisted options, exercise price A$0.125, expiry
30 January 2019
2.
Unlisted options, exercise price A$0.15, expiry
30 January 2019
3.
Unlisted options, exercise price A$0.175, expiry
30 January 2019
4.
Unlisted options, exercise price A$0.20, expiry
30 January2019
For each tranche:
1.
2,500,000 Unlisted options over ordinary shares
2.
2,500,000 Unlisted options over ordinary shares
3.
2,500,000 Unlisted options over ordinary shares
4.
2,500,000 Unlisted options over ordinary shares
1.
Unlisted options, exercise price $0.125, expiry
30 January 2019
2.
Unlisted options, exercise price $0.15, expiry 30
January 2019
3.
Unlisted options, exercise price $0.175, expiry
30 January 2019
4.
Unlisted options, exercise price $0.20, expiry 30
January 2019
  • See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally Not applicable to the options. Ordinary shares in all respects from the[+] issue issued on exercise of the options will rank date with an existing[+] class of equally with the existing ordinary shares from quoted[+] securities? the date of issue. 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 No issue price is payable with respect to the options. 6 Purpose of the issue Consideration for on-going Corporate Advisory (If issued as consideration for services. the acquisition of assets, clearly identify those assets) 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 10,000,000 unlisted options subject to this without security holder approval Appendix 3B under rule 7.1 214,285 ordinary shares [GSC] 15,000,000 unlisted options [GSCAR]

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6d Number of[+] securities issued Nil with security holder approval under rule 7.1A 6e Number of[+] securities issued Nil with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued Nil under an exception in rule 7.2 6g If[+] securities issued under rule Nil 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 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 Attached issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 1[st] February 2017 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 1,016,373,647 Ordinary fully paid +securities quoted on ASX shares ( including the +securities in 50,000,000 Ordinary fully paid section 2 if applicable) shares escrowed for the period commencing on the date of issue and expiring on 15 February 2017

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the
+securities in
section 2 if applicable)
Number +Class
3,000,000
6,200,000
5,000,000
10,000,000
2,500,000
2,500,000
2,500,000
2,500,000
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
Options expiring 30-Jan-
2019 ex 15.0c
Options expiring 30-Jan-
2019 ex 17.5c
Options expiring 30-Jan-
2019 ex 20.0c

10 Dividend policy (in the case of a Dividend policy will remain as currently stated. trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval n/a required? 12 Is the issue renounceable or nonrenounceable? 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?

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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)
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 (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

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

  • 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.

Sign here: Date: 1[st] February 2017 ( ~~Director/~~ Company secretary)

Print name: Joanna Elizabeth Morbey

  • See chapter 19 for defined terms.

Appendix 3B Page 8

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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

==> picture [414 x 496] intentionally omitted <==

----- Start of picture text -----

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid [+] ordinary 857,443,761
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 0
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities 80,000,000
issued in that 12 month period with
shareholder approval
• Shares issued pursuant to options being 78,715,601
exercised
Number of fully paid ordinary securities
(restricted) issued with shareholder 50,000,000
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
Subtract the number of fully paid [+] ordinary 0
securities cancelled during that 12 month
period
“A” 1,066,159,362
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

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 0.15 159,923,904
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
214,285 fully paid ordinary shares
10,000,000 unlisted options (the securities
the subject of this Appendix 3B)
“C” 25,214,285
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
159,923,904
Subtract“C”
Note: number must be same as shown in
Step 3
25,214,285
Total[“A” x 0.15] – “C” 134,709,619
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

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

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
1,066,159,362
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 106,615,936
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 11

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Appendix 3B New issue announcement

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
106,615,936
Subtract“E”
Note: number must be same as shown in
Step 3
0
Total[“A” x 0.10] – “E” 106,615,936
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 12

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