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LION SELECTION GROUP LIMITED. Capital/Financing Update 2013

Jun 24, 2013

65271_rns_2013-06-24_e62d8836-a8df-40ce-b55a-d43c8346d5b2.pdf

Capital/Financing Update

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==> picture [134 x 57] intentionally omitted <==

25 June 2013

Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000

Issue of New Securities

Notice under Section 708A(5)(e) and 708A(6) of the Corporations Act

On 19 June 2013, Lion Selection Group Limited ( Lion ) announced a placement of approximately 9.4 million shares at 53 cents each to existing and new sophisticated investors to raise $5.0 million, including all of Lion’s directors subject to shareholder approval under ASX Listing Rule 10.11.

Shares with respect to the placement have now been issued and allotted to shareholders other than the Lion directors, and an Appendix 3B in respect of these shares is attached to this notice.

This notice is given by Lion under section 708A(5)(e) and 708A(6) of the Corporations Act 2001 (Cth) ( Act ). In making the placement, Lion relies on section 708A(5) of the Act and gives notice under sections 708A(5)(e) and 708A(6) of the Act of the following details:

  1. the placement shares were issued without disclosure to investors under Part 6D.2 of the Act;

  2. this notice is being given under section 708A(5)(e) of the Act;

  3. as at the date of this notice, Lion has complied with:

  4. (a) the provisions of Chapter 2M of the Act as they apply to Lion; and

  5. (b) section 674 of the Act; and

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

Yours sincerely

Lion Selection Group Limited

Jane Rose Company Secretary

Lion Selection Group Limited ABN 26 077 729 572 Level 4, 15 Queen Street, Melbourne 3000 Vic Australia

T +61 3 9614 8008 W www.lsg.com.au

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

LION SELECTION GROUP LIMITED

ABN

26 077 729 572

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)
Ordinary shares
7,386,792
Fully paid ordinary shares
  • See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

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:
• 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
6
Purpose of the issue
(If issued as consideration for the
acquisition
of
assets,
clearly
identify those assets)
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.
8
Number and+class of all+securities
quoted on ASX (_including_the
+securities
in
section
2
if
applicable)
Yes Yes
53 cents per ordinary share
The issue of ordinary shares pursuant to a
placement to institutional and sophisticated
investors as announced 19 June 2013. Funds
raised from the issue will be used for
investments consistent with the Company’s
investment strategy.
25 June 2013.
Number +Class
95,420,020
14,655,957
Fully
paid
ordinary
shares
Options expiring
12/12/2014 (exercise
price of 80 cents per
share)
  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

Number +Class 9 Number and[+] class of all[+] securities N/A not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a Same as existing fully paid ordinary shares. trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

  • 11 Is security holder approval 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?

  • 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

  • See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

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?
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

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

37 A copy of any trust deed for the additional[+] securities

  • See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

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)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

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.

Sign here: ............................................................ Date: 25 June 2013.................... (Director/Company secretary)

Print name: ...JANE ROSE...........................................

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013