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MACRO METALS LIMITED — Capital/Financing Update 2019
Jul 2, 2019
65283_rns_2019-07-02_87768d31-9149-4dba-bce2-fc9ef95f81cf.pdf
Capital/Financing Update
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Nigerian Subsidiary
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3 July 2019
LISTED OPTIONS SHORTFALL ALLOTMENT COMPLETED
Kogi Iron Limited (ASX: KFE, “Kogi”, “the Company”) confirms that further to the announcement on 28 June 2019, the Company has issued 44,884,049 Listed Options being the shortfall of Listed Options taken-up in accordance with the terms and conditions of the Underwriting Agreement between the Company and Patersons Securities Limited.
In addition, the Company has also allotted and issued 10,000,000 Listed Options in accordance with the terms of the Underwriting Agreement. An Appendix 3B for the issue of the additional Listed Options is attached.
Following this issue, the Company now has 661,644,742 Ordinary Shares and 142,328,948 Listed Options on issue.
A statement setting out the top 20 largest holders of the new Listed Options and the range of holders is attached.
For more information, please contact:
Kogi Iron Limited Tel (office): +61 8 9200 3456 Email: [email protected]
| KFE Capital Summary Ordinary Shares: 661,644,742 Share price: $0.065 Market capitalisation: $43m |
Board of Directors Mr Don Carroll –Non-Executive Chairman Mr Martin Wood –Managing Director Mr Greg Boulton AM –Non-Executive Director Mr David Turvey –Non-Executive Director Mr Peter Huljich –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 |
|
|---|---|---|---|
TOP 20 OPTION HOLDERS
| Rank | Holder | Options | % Held |
|---|---|---|---|
| 1 | ALBION HAWTHORN PTY LTD |
14,415,380 | 10.13% |
| 2 | NOBLE INVESTMENTS SUPERANNUATION FUND PTY LTD A/C> |
8,030,560 | 5.64% |
| 3 | PARRY CAPITAL MANAGEMENT LIMITED |
6,783,708 | 4.77% |
| 4 | TAYCOL NOMINEES PTY LTD | 5,087,781 | 3.57% |
| 5 | MR IAN DOUGLAS WHITELEY | 4,731,854 | 3.32% |
| 6 | MR MICHAEL WILLIAM ATKINS | 3,750,000 | 2.63% |
| 7 | MELSHARE NOMINEES PTY LTD | 3,750,000 | 2.63% |
| 8 | SCORPIUS NOMINEES PTY LTD |
3,742,824 | 2.63% |
| 9 | MR RODNEY MALCOLM HOGG + MR MATTHEW HOGG |
3,560,626 | 2.50% |
| 10 | STEADEN PTY LTD |
3,052,669 | 2.14% |
| 11 | CLARIDEN CAPITAL PTY LTD | 2,713,483 | 1.91% |
| 12 | CAPRICE FISHING COMPANY P/L |
2,678,371 | 1.88% |
| 13 | LEADENHALL AUSTRALIA PTY LIMITED | 2,433,375 | 1.71% |
| 14 | INVESTMENT PORTFOLIO (WA) PTY LTD |
1,838,652 | 1.29% |
| 15 | MR JOHN ATHANASIOU | 1,750,000 | 1.23% |
| 16 | MR RICHARD HERMAN RYKERS + MRS JACQUELINE RYKERS |
1,550,000 | 1.09% |
| 17 | MR CHARLES ROBERT TODD | 1,526,334 | 1.07% |
| 18 | MARILEI INTERNATIONAL LTD | 1,433,600 | 1.01% |
| 19 | MR CHARLES ROBERT TODD + MS ANDREA MICHELLE TREBLE |
1,400,000 | 0.98% |
| 20 | MR PETER NICHOLAS HULJICH | 1,399,140 | 0.98% |
DISTRIBUTION SCHEDULE
| SPREAD OF HOLDINGS | NUMBER OF HOLDERS |
SECURITIES | % ISSUED CAPITAL |
|---|---|---|---|
| 1 – 1,000 | 29 | 13,500 | 0.01 |
| 1,001 – 5,000 | 112 | 331,200 | 0.23 |
| 5,001 – 10,000 | 71 | 545,654 | 0.38 |
| 10,001 – 100,000 | 261 | 10,247,861 | 7.20 |
| Greater than 100,001 | 170 | 131,190,733 | 92.17 |
| Total | 643 | 142,328,948 | 100.00 |
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 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 (eg, 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) |
Listed Options |
|---|---|
| 10,000,000 Listed Options | |
| Listed Options exercisable at $0.10 on or before 31 December 2021 |
- See chapter 19 for defined terms.
Appendix 3B Page 1
01/08/2012
| 4 Do the+securities rank equally in 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 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 |
Listed options do not rank equally. When options are exercised the fully paid ordinary shares issued will rank equally with the existing fully paid ordinary shares of the Company from the date of allotment. |
|---|---|
| Nil | |
| Issue of Options to Underwriter as part of fees payable as detailed in section 8.4.1 of the Prospectus dated 29 May 2019 |
|
| No | |
| n/a | |
| Nil | |
| Nil |
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 an Nil exception in rule 7.2 6g If securities issued under rule 7.1A, n/a 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 n/a 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 7.1: 77,250,134 capacity under rule 7.1 and rule 7.1A – 7.1A: Nil complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering[+] securities into 3 July 2019 uncertificated holdings or despatch of certificates
8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in section 2 if applicable)
| Number | +Class |
|---|---|
| 660,644,742 142,328,948 |
Ordinary Shares $0.10 option expiry 31/12/2021 |
- 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 | Ordinary Shares subject to vesting conditions pursuant to the Company Loan Share Plan |
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
N/a
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 offered
n/a
- 14 +Class of +securities to which the offer relates
n/a
-
15 +Record date to determine n/a entitlements
-
16 Will holdings on different registers (or n/a 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
32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?
n/a
33 +Issue date
n/a
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 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
-
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 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: 3 July 2019 ( ~~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 620,543,370
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 29,800,000
issued in that 12 month period under
an exception in rule 7.2
• Number of fully paid ordinary securities Nil
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary Nil
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 ordinary Nil
securities cancelled during that 12 month
period
“A” 650,343,370
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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 | 97,551,506 |
| 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 |
3,527,843 (23 October 2018) 6,773,529 (7 February 2019) 10,000,000 (Listed Options 2 July 2019) |
| “C” | 20,301,372 |
| 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 |
97,551,506 |
| Subtract“C” Note: number must be same as shown in Step 3 |
20,301,372 |
| Total[“A” x 0.15] – “C” | 77,250,134 [Note: this is the remaining placement capacity under rule 7.1] |
- See chapter 19 for defined terms.
Appendix 3B Page 10
01/08/2012
Part 2
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Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” n/a
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 n/a
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” n/a
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- 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 |
n/a |
| Subtract“E” Note: number must be same as shown in Step 3 |
n/a |
| Total[“A” x 0.10] – “E” | n/a Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
Appendix 3B Page 12
01/08/2012