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LIVIUM LTD Capital/Financing Update 2016

Apr 4, 2016

65239_rns_2016-04-04_8999aef5-c594-4864-8f42-9a7b36f7873f.pdf

Capital/Financing Update

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5 April 2016

ASX ANNOUNCEMENT

LITHIUM AUSTRALIA ADVISES SUMMARY OF IMPORTANT DATES FOR ITS BONUS ISSUE PROSPECTUS

LIT advises that it lodged a Bonus Issue Prospectus with the ASIC on Friday 1 April 2016. The Bonus Issue Prospectus is for a bonus issue to shareholders of partly paid shares ( New Partly Paid Shares or Bonus Shares ) to shareholders, on the basis of one (1) New Partly Paid Share for every two (2) fully paid ordinary shares held at the Record Date (as set out below) at an issue price of $0.25 per New Partly Paid Share, with each New Partly Paid Share deemed to be paid up to $0.0001 and unpaid $0.2499.

A number of shareholders has contacted the Company in regard to key dates as listed in the Prospectus. LIT advises that there has been a change to the Timetable in regards to the “Ex date” for the bonus offer, which will now be 26 April 2016. The record date for the bonus offer will remain 27 April 2016. Outlined below is the updated Timetable*.

Action Date
Prospectus Lodged 1 April 2016
Prospectus Sent to Shareholders 8 April 2016
Ex Date (Date from which Shares commence trading without the
entitlement to a Bonus Share)
26 April 2016
Record Date 27 April 2016
Issue of Bonus Shares 11 May2016
  • These dates are indicative only and may change without prior notice. As such the date that the Bonus Shares are issued may vary.

LITCC holders are encouraged to convert to ordinary fully paid shares to ensure complete participation in the Bonus Issue. In the event that LITCC holders do not convert to ordinary fully paid shares prior to the Record Date, LITCC shares carry the right to participate in the bonus issue of securities in the proportion which amounts paid (not credited) and payable (excluding amounts credited) which in this case is $0.02 of $0.05 or a 40% entitlement to the Bonus Shares.

Attached is an updated Appendix 3B.

Barry Woodhouse

Company Secretary Mobile +61 (0) 438 674 259 [email protected]

About Lithium Australia NL: LIT is a dedicated developer of disruptive lithium extraction technologies including the versatile Sileach™ process which is capable of recovering lithium from any silicate minerals. LIT has strategic alliances with a number of companies, potentially providing access to a diversified lithium mineral inventory globally.

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

Lithium Australia 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)
Partly paid contributing shares paid to $0.0001
each ($0.2499 unpaid)
111,672,727
Partly paid contributing shares paid to $0.0001
each ($0.2499 unpaid). For further details of
the terms of the partly paid contributing shares
please see section 7.1 of the Company’s
prospectus dated 1 April 2016.
  • See chapter 19 for defined terms.

Appendix 3B Page 2

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)
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
No
Shares rank equally when fully paid up
Nil – the partly paid contributing shares will be
issued as a bonus issue
Bonus issue
Yes
30 November 2015
-
  • See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

6d
Number of+securities issued
with security holder approval
under rule 7.1A
6e
Number of+securities issued
with security holder approval
under rule 7.3, or another
specific
security
holder
approval
(specify
date
of
meeting)
6f
Number of+securities issued
under an exception in rule 7.2
6g
If+securities issued under rule
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
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
issue capacity under rule 7.1
and rule 7.1A – complete
Annexure 1 and release to ASX
Market Announcements
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.
-
111,672,727 partly paid contributing shares
N/A
Rule 7.1 – 4,081,154
Rule 7.1A – nil
11 May 2016
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

8 Number and[+] class of all +securities quoted on ASX ( including the[+] securities in section 2 if applicable)

Number +Class
212,076,619
8,868,835
Fully paid ordinary shares
Partly paid shares, paid to
$0.021 and unpaid $0.029

9 Number and[+] class of all +securities not quoted on ASX ( including the[+] securities in section 2 if applicable)

Number +Class
126,372,727
2,400,000
8,200,000
8,200,000
9,200,000
10,340,000
3,000,000
Partly paid contributing
shares paid to $0.0001 each
($0.2499 unpaid)
$0.10 options exercisable on
or before 1 July 2016
$0.15 options exercisable on
or before 1 July 2019
$0.20 options exercisable on
or before 1 July 2019
$0.30 options exercisable on
or before 1 July 2019
Performance Rights as
approved by shareholders on
15 July 2015
Performance Rights as
approved by shareholders on
30 November 2015

10 Dividend policy (in the case of N/A a 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
non-renounceable?
13
Ratio in which the+securities
will be offered

No

Non-renounceable

One (1) partly paid contributing share for
every two (2) Shares held at the Record Date
  • See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

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
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
Partly paid contributing shares paid to
$0.0001 each ($0.2499 unpaid)
27 April 2016
Rounding up
United Kingdom
Hong Kong
Republic of Vanuatu
Republic of South Africa
USA
Federal Republic of Germany
Republic of Chile
  • See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

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?
32
How do security holders dispose
of their entitlements (except by
sale through a broker)?
33
+Issue date
8 April 2016
4 April 2016
11 May 2016

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

  • See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

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

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

  • See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

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 9

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: “Barry Woodhouse” Date: 4 April 2016 Company Secretary

Print name: Barry Woodhouse

  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

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

==> picture [415 x 467] intentionally omitted <==

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

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insert number of fully paid [+] ordinary 115,517,034
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the 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
67,500,419
securities issued in that 12 month
period with shareholder approval
29,059,166
• 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
Subtract the number of fully paid Nil
+ordinary securities cancelled during that
12 month period
“A” 212,076,619
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 11

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 31,811,493
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
27,730,339
“C” 27,730,339
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
31,811,493
Subtract“C”
Note: number must be same as shown in
Step 3
27,730,339
Total[“A” x 0.15] – “C” 4,081,154
[Note: this is the remaining placement
capacity under rule 7.1]
been used
Insertnumber of+equity securities issued 27,730,339
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
“C” 27,730,339
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under
rule 7.1
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under
rule 7.1
“A” x 0.15 31,811,493
Note: number must be same as shown in
Step 2
Subtract“C” 27,730,339
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 4,081,154
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

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” 179,318,251 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 17,931,825

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

  • Insert number of[+] equity securities issued 17,931,825 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

  • “E” 17,931,825

  • See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013

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
17,931,825
Subtract“E”
Note: number must be same as shown in
Step 3
17,931,825
Total[“A” x 0.10] – “E” Nil
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 14

04/03/2013