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LIVIUM LTD — Capital/Financing Update 2014
Apr 29, 2014
65239_rns_2014-04-29_b960ab7a-8c84-4809-b8af-f412185465aa.pdf
Capital/Financing Update
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ASX Announcement
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30 April 2014
COMPANY DETAILS
Notice Under Section 708A
ABN : 29 126 129 413
PRINCIPAL AND REGISTERED OFFICE
Cobre Montana NL Suite 3 23 Belgravia Street Belmont WA 6104
POSTAL ADDRESS
PO Box 588 Belmont WA 6984
W www.cobremontana.com.au
The Company issued 1,637,500 ordinary fully paid shares forming part of a s708 placement on 30 April 2014. The ordinary fully paid shares are part of a class of securities quoted on the Australian Securities Exchange Limited (ASX).
The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act 2001.
The shares were issued without disclosure to private investors under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act 2001.
P +61 8 6145 0288
F +61 8 9475 0847
ASX CODE CXB
The Company, as at the date of this notice, has complied with:
a) the provisions of Chapter 2M of the Corporations Act 2001; and b) Section 674 of the Corporations Act 2001.
There is no excluded information as at the date of this notice, for the purposes of Sections 708A(7) and (8) of the Corporations Act 2001.
About Cobre Montana
CORPORATE INFORMATION
(30 April 2014) 73M Ordinary Shares 12M Contributing Partly Paid Shares 12M Unlisted Options
BOARD OF DIRECTORS Eduardo Valenzuela
(Non-Executive Chairman) Adrian Griffin (Managing Director) Bryan Dixon (Non-Executive Director)
Cobre Montana NL is an Australian based exploration company established to generate significant shareholder wealth by identifying, acquiring, exploring and/or developing substantial mineral projects that possess the potential for significant cashflow and/or exploration upside. Cobre’s principal exploration and development target is the Mantos Grandes copper/gold mine in Chile in which Cobre has the right to earn a 55% interest.
Investors wanting more information should contact:
Adrian Griffin Managing Director T: +61 8 6145 0288
1
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
Cobre Montana NL
ABN
29 126 129 413
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 fully paid shares |
|---|---|
| 1,637,500 Ordinary fully paid shares | |
| Ordinary fully paid shares |
- 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 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) 6a Is the entity an+eligible entity 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 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 |
Yes |
|---|---|
| $0.04 per share | |
| Shares issued to sophisticated investors | |
| Yes | |
| 15 November 2013 | |
| 1,637,500 Ordinary fully paid shares | |
| Nil |
- See chapter 19 for defined terms.
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6e Number of[+] securities issued with Nil security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued under Nil an exception in rule 7.2 6g If[+] securities issued under rule N/A 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 Refer to Annexure 1 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 30 April 2014 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 73,193,753 Fully paid ordinary shares +securities quoted on ASX ( including the[+] securities in section 2 if applicable)
- 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) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Number | +Class |
|---|---|---|
| 11,700,000 2,350,000 3,250,000 4,548,867 1,500,000 |
Partly paid contributing shares paid to $0.001 each $0.25 options exercisable on or before 13 September 2014 $0.0875 options exercisable on or before 2 September 2015 $0.10 options exercisable on or before 9 September 2015 $0.25 options exercisable on or before 29 November 2015 |
|
| N/A |
Part 2 - Pro rata issue
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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
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- See chapter 19 for defined terms.
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Appendix 3B New issue announcement
| 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 |
- See chapter 19 for defined terms.
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Appendix 3B New issue announcement
| 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
(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
- See chapter 19 for defined terms.
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36[[If the ]] +securities setting out the number of holders in the categories[[+][securities are ]][[securities are ]][[+]][equity securities, a distribution schedule of the additional ]
[[If the ]][[+][securities are ]][[securities are ]][[+]][equity securities, a distribution schedule of the additional ]
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)
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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)
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- See chapter 19 for defined terms.
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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: 30 April 2014
(Director)
Print name: Adrian Griffin
== == == == ==
- 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
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
| Rule 7.1 – Issues exceeding 15% of capital | 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 |
43,000,042 |
| 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 • Number of partly paid+ordinary securities that became fully paid in that 12 month period 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 |
749,088 21,800,277 Nil |
| Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period |
Nil |
| “A” | 65,549,407 |
- See chapter 19 for defined terms.
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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 | 9,832,411 |
| Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has | |
| already been used | |
| Insertnumber of+equity securities issued or | 7,644,346 |
| 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 |
| 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 | 9,832,411 |
| 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 |
7,644,346 |
| “C” | 7,644,346 |
| 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 |
9,832,411 |
| Subtract“C” Note: number must be same as shown in Step 3 |
7,644,346 |
| Total[“A” x 0.15] – “C” | 2,188,065 [Note: this is the remaining placement capacity under rule 7.1] |
| capacity under rule 7.1 | |
|---|---|
| “A” x 0.15 | 9,832,411 |
| Note: number must be same as shown in Step 2 | |
| Subtract“C” | 7,644,346 |
| Note: number must be same as shown in Step 3 | |
| Total[“A” x 0.15] – “C” | 2,188,065 |
| [Note: this is the remaining placement capacity | |
| under rule 7.1] |
- See chapter 19 for defined terms.
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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
“A” 65,549,407 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 6,554,940
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insert number of[+] equity securities issued or Nil 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 “E” Nil
- See chapter 19 for defined terms.
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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
| 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 |
6,554,940 |
| Subtract“E” Note: number must be same as shown in Step 3 |
Nil |
| Total[“A” x 0.10] – “E” | 6,554,940 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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