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KINGSTON RESOURCES LIMITED — Capital/Financing Update 2013
Feb 5, 2013
65206_rns_2013-02-05_4044cc83-c20a-42e7-ab73-83a493feb55e.pdf
Capital/Financing Update
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KINGSTON RESOURCES LIMITED
ASX:KSN
ACN 009 148 529
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6 February 2013 Company Announcements Office Australian Securities Exchange
SIGNING OF UNDERWRITING AGREEMENTS
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Signs underwriting agreements with two Parties to raise a total $400,000.
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Now has signed offers to conditionally underwrite up to $1.85M of its upcoming $2M Public Offer.
Kingston Resources Limited (“Company”) is pleased to announce it has signed underwriting agreements (“Underwriting Agreements”) with EERC Australasia Pty Ltd ATF EERC Australasia Pty Ltd Super Fund and Robert Roget and Marina Roget ATF the Lilybrook Superannuation Fund (“Parties”) to conditionally underwrite up to $200,000 each of the Company’s upcoming $2M public offer (“Public Offer”).
These two Underwriting Agreements lift the total offered underwritings of the Public Offer in hand to $1.85M and follow the signing of an underwriting agreement with Soaraway Development Pty Ltd for up to $800,000 and an offer to underwrite from Melbourne Capital Limited for up to $650,000. Melbourne Capital Limited has also agreed to seek subscriptions to raise a further $200,000 on an “all reasonable endeavours” basis.
The Parties obligations under the Underwriting Agreements are conditional upon:
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being satisfied with their due diligence enquiries on the Public Offer prospectus;
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the Public Offer complying with all laws, regulations and ASX requirements; and
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the Company indemnifying the Parties against any costs, losses, claims, damages or liabilities incurred in respect of the Public Offer and the Parties provision of services to the Company, excluding where such costs, losses, claims, damages or liabilities arise through the Parties’ negligence, bad faith or breach of contract.
Further, the Parties’ underwriting obligations are conditional upon the Company raising a minimum subscription of $2M from investors and underwriting commitments following the close of the Public Offer.
The Company must pay the following to each Party in consideration of that Party assuming its underwriting obligations:
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a raising fee equal to 6% on each of the underwriting obligations, totalling $12,000 each plus GST; and
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3,075,000 new options each (totalling 6,150,000 options) with each new options having an exercise price of $0.20 and an expiry date of 31 December 2015, and otherwise having the same terms set out in the Company’s Notice of Annual General Meeting dated 24 December 2012 and approved at AGM held 29 January 2013.
Kingston Resources Limited Suite 4, 72 Canning Highway, Victoria Park, Western Australia 6100 t +61 8 9355 2565 f +61 8 9355 2575 w www.kingstonresources.com.au e [email protected] Page 1 of 1