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MACRO METALS LIMITED — Capital/Financing Update 2018
Mar 22, 2018
65283_rns_2018-03-22_cf25652e-d2d3-4633-ac87-fc958de31cd4.pdf
Capital/Financing Update
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Nigerian Subsidiary
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22 March 2018
Kogi Iron Limited Share Purchase Plan Closed Strongly Supported
Kogi Iron Limited (“Kogi” or “the Company”) (ASX: KFE) advises that its Share Purchase Plan (SPP) has now closed and is pleased to announce a strong take up in the SPP.
A total of $938,868 was raised from 112 shareholders that participated applying for 9,388,680 shares at an issue price of 10c per share. As announced the funds raised will be used to fund testwork activities, executive recruitment and on-going salary costs, in country costs and to provide working capital.
The Board is appreciative of the strong support shown by the shareholders for the SPP which represents a strong endorsement of the Company’s strategy for bringing the Agbaja Cast Steel Project to completion.
The Board would like to take this opportunity to thank our existing shareholders for their support.
-END-
About Kogi Iron (ASX: KFE)
Kogi Iron Limited is a Perth-based company with the objective of becoming a producer of cast steel product that can be sold to manufacturers of steel products through the development of its 100% owned Agbaja Cast Steel Project located in Kogi State, Republic of Nigeria, West Africa (“Agbaja” or “Agbaja Project”).
Nigeria has substantial domestic demand for steel products, which is currently met largely through imports. The Agbaja Cast Steel Project, located on the Agbaja plateau approximately 15km northwest of Lokoja city in Kogi State and approximately 200km southwest of Abuja, the capital city of Nigeria, opens the opportunity for domestic production of cast steel products.
The Company holds a land position which covers a large part of the Agbaja Plateau. The Agbaja Plateau hosts an extensive, shallow, flat-lying channel iron deposit with an Indicated and Inferred Mineral Resource of 586 million tonnes with an in-situ iron grade of 41.3% reported in accordance with the JORC Code (2012). This mineral resource covers approximately 20% of the prospective plateau area within ML24606 and ML24607.
KFE Capital Summary Board of Directors Contact Ordinary Shares: 621,543,370 Dr Ian Burston – Non Executive Chairman Unit 23, 4 Ventnor Avenue, Unlisted options: 29.8m Mr Martin Wood – Chief Executive Officer West Perth WA 6005 Share price: $0.12 Mr Kevin Joseph – Executive Director Tel : +61 8 9200 3456 Market capitalisation: $75m Mr Don Carroll – Non Executive Director Email: [email protected] Mr Michael Tilley – Non Executive Director W: www.kogiiron.com
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Table 1 – Summary Grade Tonnage for Laterite (Zone A) and Oolitic (Zone B) Horizons (20% Fe lower cut off is applied) Refer ASX announcement 10 December 2013.
| Classification | Tonnes (Mt) | Fe (%) |
|---|---|---|
| Zone A(Laterite Mineralisation) | ||
| Indicated | 147.5 | 33.2 |
| Inferred | 33.9 | 31.7 |
| Total Indicated + Inferred (Zone A) | 181.4 | 32.9 |
| Zone B(Oolitic Mineralisation) | ||
| Indicated | 318.7 | 45.2 |
| Inferred | 86.3 | 44.7 |
| Total Indicated + Inferred (Zone B) | 405.0 | 45.1 |
| Combined Zone A and Zone B | ||
| Total Indicated | 466.2 | 41.4 |
| Total Inferred | 120.1 | 41.1 |
| Total Indicated + Inferred | 586.3 | 41.3 |
The Company confirms that it is not aware of any information or data that materially affects the information included in the original market announcements and, in the case of estimated Mineral Resources, which all material assumptions and technical parameters underpinning the estimates in the relevant market announcements continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements.
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
Name of entity
Kogi Iron Limited
ABN
28 001 894 033
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 Ordinary fully paid shares be issued
-
2 Number of[+] securities issued 9,388,685 Ordinary Shares or to be issued (if known) or maximum number which may be issued
-
3 Principal terms of the Ordinary Shares will rank pari passu with +securities (eg, if options, existing Ordinary Shares 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)
-
See chapter 19 for defined terms.
Appendix 3B Page 1
01/08/2012
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4 Do the[+] securities rank equally in all Ordinary Shares will rank pari passu with existing respects from the date of allotment Ordinary Shares with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state:
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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
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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 |
$938,868.50 |
|---|---|
| Issue pursuant to Share Purchase Plan as announced on 27thFebruary 2018 |
|
| Yes | |
| 21 November 2017 | |
| Nil | |
| Nil |
| 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 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (including the securities in section 2 if applicable) |
Nil | Nil |
|---|---|---|
| 9,388,685 Ordinary Shares | ||
| n/a | ||
| n/a | ||
| 7.1: 47,422,285 7.1A: 59,823,100 |
||
| 22 March 218 | ||
| Number | ~~+~~Class | |
| 620,543,370 | Ordinary Shares |
- See chapter 19 for defined terms.
Appendix 3B Page 3
01/08/2012
| 9 Number and+class of all+securities not quoted on ASX (_including_the securities in section 2 if applicable) |
Number | +Class |
|---|---|---|
| 1,000,000 29,800,000 |
Ordinary Shares subject to vesting conditions pursuant to the Company Loan Share Plan Unlisted Options with an exercise price of $0.0305 expiring 16thNovember 2019. |
10 Dividend policy (in the case of a trust, N/a distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
11 Is security holder approval required? n/a 12 Is the issue renounceable or nonn/a renounceable? 13 Ratio in which the[+] securities will be n/a offered 14 +Class of +securities to which the offer n/a relates 15 +Record date to determine n/a entitlements 16 Will holdings on different registers n/a (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in n/a relation to fractions 18 Names of countries in which the n/a entity has[+] security holders who will not be sent new issue 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 prospectus or Product Disclosure Statement 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? |
n/a |
|---|---|
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a |
- See chapter 19 for defined terms.
Appendix 3B Page 5
01/08/2012
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32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?
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33 +Despatch date
n/a
n/a
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
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34 Type of securities ( tick one )
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(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 6
01/08/2012
Entities that have ticked box 34(b)
38 Number of securities for which n/a +quotation is sought 39 Class of +securities for which n/a quotation is sought 40 Do the[+] securities rank equally in n/a all respects from the date of allotment 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 n/a 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 7
01/08/2012
Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted +quotation.
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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
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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.
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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.
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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.
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4 We give ASX the information and documents required by this form. If any information or document not available now, 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.
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Sign here:
Date: 22 March 2018 ( ~~Director/~~ Company Secretary)
Print name: Kevin Hart
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- See chapter 19 for defined terms.
Appendix 3B Page 8
01/08/2012
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities
Introduced 01/08/12
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
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Insert number of fully paid ordinary 491,579,718
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 9,388,685 (22 March 2018)
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities 97,262,601
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary securities Nil
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 ordinary Nil
securities cancelled during that 12 month
period
“A” 598,231,004
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- See chapter 19 for defined terms.
Appendix 3B Page 9
01/08/2012
Step 2: Calculate 15% of “A”
“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 89,734,651
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insert number of equity securities issued or 2,312,366 (15 November 2017) agreed to be issued in that 12 month period not counting those issued: 20,000,000 (Options issued 29 December 2017) • Under an exception in rule 7.2 20,000,000 (9 February 2018)
-
Under rule 7.1A
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With security holder approval under rule 7.1 or rule 7.4
Note:
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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” 42,312,366
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 89,734,651 Note: number must be same as shown in Step 2 Subtract “C” 42,312,366 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 47,422,285 [Note: this is the remaining placement capacity under rule 7.1]
Part 2
- See chapter 19 for defined terms.
Appendix 3B Page 10
01/08/2012
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” 598,231,004 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 59,823,100
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 - 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” -
-
See chapter 19 for defined terms.
Appendix 3B Page 11
01/08/2012
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 |
59,823,100 |
| Subtract“E” Note: number must be same as shown in Step 3 |
- |
| Total[“A” x 0.10] – “E” | 59,823,100 Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
Appendix 3B Page 12
01/08/2012
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Nigerian Subsidiary
Nigerian Subsidiary Nigerian Subsidiary
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22 March 2018
Notice Under Section 708A(5)(e) of the Corporations Act
Kogi Iron Limited (ASX: KFE – the “Company” or “Kogi”) today issued and allotted 9,388,685 fully paid ordinary shares ("Securities") pursuant to the Share Purchase Plan dated 27[th] February 2018 at 10 cents per share to raise $938,868 (before costs).
Secondary Trading Exemption:
The Corporations Act 2001 (Cth) (the "Act") restricts the on-sale of securities issued without disclosure, unless the sale is exempt under Section 708 or 708A of the Act. By the Company giving this notice, a sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.
The Company hereby notifies the ASX under paragraph 708(A)(5)(e) of the Act that:
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a) The Company issued the Securities without disclosure to investors under Part 6D.2 of the Act;
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b) As at the date of this notice the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and
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c) As at the date of this notice there is no information:
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i) that has been excluded from a continuous disclosure notice in accordance with the Listing Rules; and
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ii) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
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(1) The assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
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(2) The rights and liabilities attaching to the Securities.
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Yours sincerely
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KOGI IRON LIMITED Kevin Hart Company Secretary
| KFE Capital Summary Ordinary Shares: 621,543,370 Unlisted options: 29.8m Share price: $0.12 Market capitalisation: $75m |
Board of Directors Dr Ian Burston –Non Executive Chairman Mr Martin Wood –Chief Executive Officer Mr Kevin Joseph –Executive Director Mr Don Carroll –Non Executive Director Mr Michael Tilley –Non Executive Director |
Contact Unit 23, 4 Ventnor Avenue, West Perth WA 6005 Tel : +61 8 9200 3456 Email:[email protected] W: www.kogiiron.com |
|
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