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LEGEND MINING LIMITED Capital/Financing Update 2006

Jun 5, 2006

65223_rns_2006-06-05_ec7f9828-c11d-480f-99fe-fb90a2ddd740.pdf

Capital/Financing Update

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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 177/96. Origin: Appendix 5. Amended 177/98, 179/99, 177/2000, 30/9/2001, 11/3/2002.

Name of entity

Legend Mining Limited

ABN

22 060 966 145

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
Ordinary Shares
2. Listed Options
3. Unlisted Options
2. Number of $\pm$ securities issued or to 402,859,440 Ordinary Shares
be issued (if known) or maximum 2. 152,859,440 Listed Options
number which may be issued 3. 132,500,000 Unlisted Options
3 Principal terms of the *securities 1. Nil
(eg, if options, exercise price and 2. 152,859,440 Listed Options exercisable
expiry date; if partly
paid
at \$0.04 each expiring on 31July 2008
securities, the amount outstanding
and due dates for payment; if
convertible
securities,
the
3. 132,500,000 Unlisted Options
exercisable at \$0.04 each expiring 31
conversion price and dates
for
conversion)
July 2008

+ See chapter 19 for defined terms.

  • $\Delta$ Do the *securities rank equally in all $1.$ Yes respects from the date of allotment 2. No. Only upon exercise of the options with an existing "class of quoted converting to Ordinary shares will they *securities? rank equally. 3. No. Only upon exercise of the options If the additional securities do not converting to Ordinary shares will they rank equally, please state: rank equally. • the date from which they do the extent to which they $\bullet$ 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 $\overline{5}$ Issue price or consideration \$0.04 per share. $\mathbf{1}$ $2. N/A$ $3. N/A$ Purpose of the issue Non-renounceable rights issue on the 6 $\mathbb{L}$ (If issued as consideration for the basis of I new share for every 3 shares acquisition of assets, clearly identify held at the record date as per the those assets) Prospectus. 2. Non-renounceable rights issue on the basis of 1 attaching listed option for each new share issued under the rights issue as per the Prospectus. 3. 7,500,000 unlisted options issued as part of the Underwriting Fee: 100,000,000 Early Conversion Options issued to Yandal: 25,000,000 Early Conversion Options issued to Directors. $\tau$ Dates of entering $\frac{4}{3}$ securities into 14 July 2006 uncertificated holdings or despatch of certificates
  • *class of Number and all on ASX *securities quoted (including the securities in clause 2 if applicable)

8

Number *Class
861,437,762 Ordinary Shares.
152,859,440 Options exercisable at
\$0.04 cents each
expiring 31 July 2008
Number + Class
9 Number
and + class
of
aIl
*securities not quoted on ASX
(including the securities in clause
2 if applicable)
15,000,000 Options exercisable at \$0.20
each expiring 20 April 2007
2,000,000 Options exercisable at \$0.10
each expiring 7 February 2008
50,000 LEG7 - Employee Options
exercisable at \$0.20 each
expiring 30 July 2007
1,500,000 LEG8 - Directors Options
exercisable at \$0.30 expiring
30 July 2009
7,500,000 Underwriting Options
exercisable at \$0.04 each
expiring 21 July 2008
125,000,000 Early Conversion Options
exercisable at \$0.04 each
expiring 31 July 2008
10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
The company does not anticipate paying
dividends in the foreseeable future

+ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue

11 security
holder
approval
Īs
required?
No
12 Is the issue renounceable or non-
renounceable?
Non-renounceable
13 Ratio in which the "securities will
be offered
I New Share plus one Attaching Option for
every 3 Existing Shares
14 Class of securities to which the
offer relates
Ordinary Shares
15 *Record
determine
date
to
entiflements
15 June 2006
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
No.
17 Policy for deciding entitlements in
relation to fractions
Rounded up to the nearest whole share
18 Names of countries in which the
entity has *security holders who
will
not
be
issue
sent
new
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
N/A
Cross reference: rule 7.7.
19 Closing
date
for
receipt
οf
acceptances or renunciations
6 July 2006
20 Names of any underwriters Findlay & Co Stockbrokers (Underwriters) Pty
Ltd
21 Amount of any underwriting fee or
commission
6% on any amount raised under the issue and
7,500,000 Underwriting Options exercisable at
\$0.04 each expiring 31 July 2008
22. Names of any brokers to the issue Findlay & Co Stockbrokers (Underwriters) Pty
Ltd
23. Fee or commission payable to the
broker to the issue
6% on any amount raised under the issue and
7,500,000 Underwriting Options exercisable at
\$0.04 each expiring 31 July 2008
24 of any handling
fee
Amount
payable to brokers who lodge
acceptances or renunciations on
behalf of *security holders
N/A
25. If the issue is contingent
on
*security holders'
approval,
the
date of the meeting
N/A
26. Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
21 June 2006
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
6 June 2006
28 Date rights trading will begin (if
applicable)
N/A
29. Date rights trading will end (if
applicable)
N/A
30 How do "security holders sell their
entitlements in full through
а
broker?
N/A
31 How do "security holders sell part
of their entitlements through a
broker and accept for the balance?
N/A

+ See chapter 19 for defined terms.

  • 32 How do *security holders dispose $N/A$ of their entitlements (except by sale through a broker)?
  • 33 *Despatch date

14 July 2006

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)

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

(If the additional securities do not form a new class, go to $43$ )

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
(now go to 43)

$+$ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

  • 38 Number of securities for which *quotation is sought
  • $30 -$ Class of *securities for which quotation is sought
  • 40 Do the *securities rank equally in all respects from the date of allotment with an existing "elass of quoted *securities?

If the additional securities do not rank equally, please state:

  • the date from which they do $\blacksquare$
  • 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)

42 Number and *class of all *securities quoted on ASX (including the securities in clause 38)

Number + Class

(now go to $43$ )

+ See chapter 19 for defined terms.

All entities

Fees

43 Payment method (tick one)
Cheque attached
Electronic payment made
Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
Periodic payment as agreed with the home branch has been arranged
Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Ouotation agreement

  • *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ quote the *securities on any conditions it decides.
  • $\overline{\mathcal{L}}$ 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. $\blacksquare$
  • 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 ٠ 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.
  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided 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.

$+$ See chapter 19 for defined terms.

  • $\overline{3}$ 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.
  • We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that $\overline{ASX}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

$\mathcal{A}_{\mathsf{open}}$

(Company secretary)

Sign here:

Date: 6 June 2006

Print name: Andrew Chapman

$\overline{\text{+ See chapter 19 for defined terms.}}$