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MATSA RESOURCES LIMITED Capital/Financing Update 2005

Dec 15, 2005

65296_rns_2005-12-15_35e2f219-d154-4a8a-9c99-d958c84b4dc7.pdf

Capital/Financing Update

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KALGOORLIE-BOULDER RESOURCES LTD ABN 48 106 732 487

16 December 2005

Release to ASX

ASX Code: KAL

Allot Options

The Company recently successfully raised \$1,562,440 under the Replacement Prospectus dated 18 November 2005.

Part of the monies raised from the placement will fund the payment of an initial instalment under the Wilson Prospect Letter Agreement. This agreement, subject to its completion, will see the Company acquire a 75% Working Interest in oil and gas leases covering 640 acres in Okmulgee County, Oklahoma, United States.

The majority of the monies were raised through the efforts of Delta Securities. Part of the consideration for services provided under the Share Placement Agreement with respect to the abovementioned fund raising is the issue of 3,750,000 options with an exercise price of 20 cents per share expiring on 31 July 2008 for nil consideration.

The 3,750,000 20 cent 31 July 2008 options have been allotted to nominees of Delta Securities today. The options will be quoted on ASX. A replacement Appendix 3B application for quotation of new options is attached.

The Directors of Kalgoorlie-Boulder Resources Ltd appreciate the efforts and continued support of Delta Securities and their clients.

For and on behalf of the directors of Kalgoorlie-Boulder Resources Ltd

John Coles Company Secretary

Rale 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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005,

Name of entity

KALGOORLIE-BOULDER RESOURCES LTD

ABN

48 106 732 487

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).

$\mathbf{I}$ 4Class of $+$ securities issued or to be $\vert$ issued

20 cent options expiring 31 July 2008

  • $\overline{2}$ Number of +securities issued or to 3,750,000 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)

Principal terms of options to be issues:

  • $\bullet$ Exercise price $-20$ cents.
  • Expiry date $-31$ July 2008.

+ See chapter 19 for defined terms.

Do the "securities rank equally in all
respects from the date of allotment
with an existing + class of quoted
*securities?
quoted securities. The 20 cent options expiring 31 July 2008 rank
equally in all respects with an existing class of
If the additional securities do not
rank equally, please state:
the date from which they do
to which
the.
extent
– they
participate for the next dividend,
of a
$\sin$ the case
mist.
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 Nil
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
Placement Agreement. The purpose of the issue, as disclosed in the
replacement prospectus dated 18 November
2005, is in part consideration for services
provided by Delta Securities under the Share
7 Dates of entering 'securities into
uncertificated holdings or despatch
of certificates
16 December 2005
8 Number
and
* class
all
οf
quoted
+ securities
$_{\rm on}$
ASX.
(including the securities in clause 2
if applicable)
Number
28,970,650
8,632,625
+Class
Ordinary shares
20 cent options
expiring 31 July 2008

+ See chapter 19 for defined terms.

Number + Class
-9 all
Number and class of
securities not quoted on $\text{ASK}$ 5,000,000
(including the securities in clause 2)
if applicable)
14,300,044 Ordinary shares
20 cent options
6,000,000 expiring 31 July 2008
30 cent options
expiring 31 July 2008

$10°$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

$\dagger$ security
holder
approval
Is.
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
determine
to
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
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
οſ
acceptances or renunciations

+ See chapter 19 for defined terms.

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
renunciations
on behalf of
ОF.
*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?

32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 4Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

$\overline{34}$ Type of securities (tick one)

$(b)$

  • $(a)$ Securities described in Part 1
  • All other securities

Example: restricted securities at the end of the escripyed period, partly puid securities that become fully paid, cuployee 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

A copy of any trust deed for the additional "securities

37

+ See chapter 19 for defined terms.

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 4securities 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.
  • $4$ 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)

42 Number and *class of all *securities quoted on ASX (including the securities in clause 38)

Number + Class

+ See chapter 19 for defined terms.

Quotation agreement

  • $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
  • $\overline{2}$ We warrant the following to ASX.
  • The issue of the "securities to be quoted complies with the law and is not $\bullet$ 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.
  • $\overline{4}$ 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.
2005 Tate: 16 December 2005
(Director/Company secretary)

Sign here:

John Coles Print name:

$\frac{1}{2}$ , and $\frac{1}{2}$ , and $\frac{1}{2}$ , and $\frac{1}{2}$ , and $\frac{1}{2}$

+ See chapter 19 for defined terms.