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MEEKA METALS LIMITED — Capital/Financing Update 2016
Aug 25, 2016
65312_rns_2016-08-25_0ba503f3-332c-4c55-98e1-78123ade0257.pdf
Capital/Financing Update
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26 August 2016
ISSUE OF TRANCHE 2 PLACEMENT & RELATED PARTY SHARES
Latitude Consolidated Limited (“the Company”) wishes to advise that, following shareholder approval for the issue of the Tranche 2 Placement shares, these shares have been issued today pursuant to the Placement Offer in the Prospectus dated 29 July 2016.
Further, the Company has issued 1,558,975 shares to related parties in lieu of cash as detailed in the notice of shareholder meeting dated 26 July 2016 and as approved today by shareholders.
An Appendix 3B is following to apply for quotation of these shares.
The Entitlement Offer will close today in accordance with the Prospectus timetable and the Company will notify the amount of the shortfall on Monday, 29 August 2016.
For and on behalf of Latitude Consolidated Limited
Joel Ives Company Secretary
LATITUDE CONSOLIDATED LIMITED
ACN 080 939 136 Ground Floor, 16 Ord Street, West Perth WA 6005 (t) 08 9482 0550
(w) www.latitudeconsolidated.com.au
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
-
a) Ordinary shares – issued pursuant to the Placement Offer in the Prospectus dated 29 July 2016 and as approved on 26 August 2016 at the General Meeting
-
b) Ordinary shares – issued pursuant to the Issue of Related Party Shares Resolution passed in the General Meeting on 26 August 2016
-
2 Number of[+] securities issued or a) 10,791,350 to be issued (if known) or maximum number which may be b) 1,558,975 issued
-
3 Principal terms of the[+] securities a) Fully paid ordinary shares (eg, if options, exercise price and expiry date; if partly paid b) Fully paid ordinary shares +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
| 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 |
a) Yes b) Yes |
|---|---|
| a) $0.04 per share for a total consideration of $431,654 b) Deemed price of $0.04 for satisfaction of creditors amounting to $62,359 |
|
| a) Working capital, exploration activities and acquisitions in the resources sector b) Consideration in lieu of cash for related party creditors |
|
| Yes | |
| 26 November 2015 | |
| 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. 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) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
a) 10,791,350 b) 1,558,975 a) and b) approved shareholders held on 26 |
at a general meeting of August 2016 |
|---|---|---|
| Nil | ||
Not Applicable |
||
| Not Applicable | ||
| Rule 7.1 – 8,433,882 Rule 7.1A – 5,622,588 |
||
| 26 August 2016 | ||
| Number | +Class | |
| 56,225,877 | Fully Paid Ordinary Shares |
|
| Number | +Class | |
| 284,856 | Options exercisable at $0.20 each, expiring 31/12/16 |
|
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
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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)
-
42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)
Number +Class
Quotation agreement
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.
-
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.
-
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.
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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.
Sign here: ( Company Secretary ) Print name: Mr Brett Tucker
Date: 26 August 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
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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 7,448,224
exception in rule 7.2
• Number of fully paid ordinary securities
17,101,700
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary
securities that became fully paid in that Nil
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” 56,225,877
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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 | 8,433,882 |
| 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 |
8,433,882 |
| Subtract“C” Note: number must be same as shown in Step 3 |
Nil |
| Total[“A” x 0.15] – “C” | 8,433,882 [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
| Part 2 | 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” Note: number must be same as shown in Step 1 of Part 1 |
56,225,877 |
| Step 2: Calculate 10% of “A” | |
| “D” | 0.10 Note: this value cannot be changed |
| Multiply“A” by 0.10 | 5,622,588 |
| Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used |
|
| Insertnumber 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 |
Nil |
| “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 |
5,622,588 |
| Subtract“E” Note: number must be same as shown in Step 3 |
Nil |
| Total[“A” x 0.10] – “E” | 5,622,588 Note: this is the remaining placement capacity under rule 7.1A |