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MEEKA METALS LIMITED Capital/Financing Update 2016

Dec 11, 2016

65312_rns_2016-12-11_aeccf7ec-eec9-442e-a439-c0dd92c0e2b0.pdf

Capital/Financing Update

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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

Latitude Consolidated Limited

ABN

23 080 939 135

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)
a) Class A Performance Rights
b) Class B Performance Rights
Issued pursuant to shareholder approval at the
annual general meeting on 29 November 2016.
a) 1,666,666
b) 3,333,334
a)
Class A Performance Rights, converting 1 to 1 to
fully paid ordinary shares upon the delineation
of an additional 100,000 ounce JORC resource
by the Company at a minimum grade cut-off of
1.0 g/t Au, expiring 12 December 2019
b) Class B Performance Rights, converting 1 to 1 to
fully paid ordinary shares upon the Company
completing its first commercial “gold pour”
from mining production, expiring 12 December
2021

4 Do the[+] securities rank equally in No, will rank equally upon conversion to ordinary all respects from the date of fully paid shares 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 Nil 6 Purpose of the issue Issued to directors of the company as a performance (If issued as consideration for the incentive acquisition of assets, clearly identify those assets) 6a Is the entity an[+] eligible entity Yes 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 29 November 2016 resolution under rule 7.1A was passed 6c Number of +securities issued Nil without security holder approval under rule 7.1 6d Number of[+] securities issued with Nil security holder approval under rule 7.1A 6e Number of[+] securities issued with a) 1,666,666 security holder approval under rule 7.3, or another specific b) 3,333,334 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.
6
h
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 clause
2 if applicable
9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
clause 2 if applicable)
Nil

Not Applicable
Not Applicable
Rule 7.1 – 12,866,474
Rule 7.1A – 8,577,650
12 December 2016
Number +Class
85,776,495 Fully Paid Ordinary
Shares
Number +Class
284,856
1,250,000
2,000,000
2,000,000
Options exercisable at
$0.20 each, expiring 31
December 2016
Options exercisable at
$0.10 each, expiring 31
August 2019
Class A performance
shares, which convert on
a 1-to-1 basis to fully paid
ordinary shares upon
certain milestones being
met
Class B performance
shares, which convert on a
1-to-1 basis to fully paid
ordinaryshares upon
1,250,000
1,200,000
750,000
988,000
2,000,000
2,000,000
2,000,000
250,000
1,666,666
certain milestones being
met
Options exercisable at
$0.08 each and expiring 24
November 2019, vesting
upon delineation of an
additional 100,000 ounce
JORC resource by the
Company at a minimum
grade cut-off of 1.0 g/t Au,
or change of control event
Options exercisable at
$0.15 each and expiring 24
November 2020, vesting
upon successful
completion of a pre-
feasibility study, or
change of control event
Options exercisable at
$0.25 each and expiring 24
November 2021, vesting
upon the Company
completing its first
commercial “gold pour”
from mining production,
or change of control event
Options exercisable at
$0.08 each and expiring 24
November 2019.
Options, exercisable at 8
cents each on or before 30
November 2018
Options, exercisable at 15
cents each on or before 30
November 2019
Options, exercisable at 25
cents each on or before 30
November 2020
Options, exercisable at 8
cents each on or before 30
November 2019
Class A Performance
Rights, converting 1 to 1 to
fully paid ordinary shares
upon the delineation of an
additional 100,000 ounce
JORC resource by the
Company at a minimum
grade cut-off of 1.0 g/t Au,
expiring12 December 2019

3,333,334 Class B Performance Rights, converting 1 to 1 to fully paid ordinary shares upon the Company completing its first commercial “gold pour” from mining production, expiring 12 December 2021

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

Part 2 - Bonus issue or pro rata issue – DETELED AS NOT APPLICABLE

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

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[+] 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

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)

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.

Sign here: ( Company Secretary ) Print name: Mr Joel Ives

Date: 12 December 2016

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

==> picture [415 x 403] intentionally omitted <==

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

Insert number of fully paid ordinary 31,675,953
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities
issued in that 12 month period under an 24,998,842
exception in rule 7.2
• Number of fully paid ordinary securities
29,101,700
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary securities
that became fully paid in that 12 month Nil
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” 85,776,495
----- End of picture text -----

Step 2: Calculate 15% of “A”

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 12,866,474
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
Nil
“C” Nil
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
12,866,474
Subtract“C”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.15] – “C” 12,866,474
[Note: this is the remaining placement
capacity under rule 7.1]
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 12,866,474
Note: number must be same as shown in
Step 2
Subtract“C” Nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 12,866,474
[Note: this is the remaining placement
capacity under rule 7.1]

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” 85,776,495 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 8,577,650

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

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
8,577,650
Subtract“E”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.10] – “E” 8,577,650
Note: this is the remaining placement
capacity under rule 7.1A