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MINBOS RESOURCES LIMITED — Share Issue/Capital Change 2021
May 4, 2021
65355_rns_2021-05-04_c6a0dbc9-384c-4589-90e6-1917aad1ff59.pdf
Share Issue/Capital Change
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This appendix is not available as an online form Please fill in and submit as a PDF announcement
+Rule 3.10.3A, 3.10.3B, 3.10.3C
Appendix 3G
Notification of issue, conversion or payment up of equity +securities
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.
If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.
Part 1 – Entity and announcement details
| Question no |
Question | Answer |
|---|---|---|
| 1.1 | *Name of entity We (the entity here named) give notice of the issue, conversion or payment up of the following unquoted +securities. |
Minbos Resources Limited |
| 1.2 | *Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number). |
141 175 493 |
| 1.3 | *ASX issuer code | |
| 1.4 | *This announcement is Tick whichever is applicable. |
☒A new announcement ☐An update/amendment to a previous announcement ☐A cancellation of a previous announcement |
| 1.4a | *Reason for update Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update. |
N/A |
| 1.4b | *Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above. |
N/A |
| 1.4c | *Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above. |
N/A |
| 1.4d | *Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above. |
N/A |
| 1.5 | *Date of this announcement | 05 May 2021 |
- See chapter 19 for defined terms 31 January 2020
Page 1
This appendix is not available as an online form Please fill in and submit as a PDF announcement
Appendix 3G Notification of issue, conversion or payment up of equity +securities
Part 2 – Type of issue
| Part 2 – | Type of issue | payment up of equity +securities |
|---|---|---|
| Question No. |
Question | Answer |
| 2.1 | *The +securities the subject of this notification are: Select whichever item is applicable. If you wish to notify ASX of different types of issues of securities, please complete a separate Appendix 3G for each type of issue. |
☐+Securities issued as a result of options being exercised or other +convertible +securities being converted and that are not to be quoted on ASX ☐Partly paid +securities that have been fully paid up and that are not to be quoted on ASX ☒+Securities issued under an +employee incentive scheme that are not being immediately quoted on ASX ☒Other [please specify] If you have selected ‘other’ please provide the circumstances of the issue here: 1. Issue of 12,000,000 Options to Directors following receipt of Shareholder approval at the Company’s General Meeting held on 7 April 2021 2. Issue of 13,500,000 Performance Rights issue to Director and CEO following receipt of Shareholder approval at the Company’s General Meeting held on 7 April 2021 |
| 2.2a.1 | Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code if available)? Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”. |
N/A |
| 2.2a.2 | And the date the options were exercised or other +convertible securities were converted: Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted. |
N/A |
| 2.2b.1 | Please state the number and type of partly paid +securities that were fully paid up (including their ASX security code if available)? Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”. |
N/A |
- See chapter 19 for defined terms 31 January 2020
Page 2
This appendix is not available as an online form Please fill in and submit as a PDF announcement
Appendix 3G Notification of issue, conversion or payment up of equity +securities
| payment up of equity +securities | payment up of equity +securities | |||||
|---|---|---|---|---|---|---|
| 2.2b.2 | And the date the+securities were fully paid up: Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up. |
N/A | ||||
| 2.2c.1 | Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not being immediately quoted on ASX Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”. |
1. Issue of 12,000,000 Options to Directors following receipt of Shareholder approval at the Company’s General Meeting held on 7 April 2021 2. Issue of 13,500,000 Performance Rights issue to Director and CEO following receipt of Shareholder approval at the Company’s General Meeting held on 7 April 2021 |
||||
| 2.2c.2 | *Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”. |
https://cdn-api.markitdigital.com/apiman- gateway/ASX/asx-research/1.0/file/2924-02352188- 6A1024008?access_token=83ff96335c2d45a094df02 a206a39ff4 |
||||
| 2.2c.3 | *Are any of these +securities being issued to +key management personnel (KMP) or an +associate Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”. |
Yes | ||||
| 2.2c.3.a | *Provide details of the recipients and the number of +securities issued to each of them. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX” and your response to Q2.2c.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”. Name of KMP Name of registered holder Number of +securities Lindsay Reed Mr Lindsay George Reed 9,000,000 Performance Rights Peter Wall Pheakes Pty Ltd A/C> 4,500,000 Performance Rights Paul McKenzie MCKENZIE FAMILY TRUST\ #2> 4,000,0000 Director Options Valentine Chitalu Valentine Chitalu 4,000,0000 Director Options Graeme Robertson Graeme Robertson 4,000,0000 Director Options |
|||||
insert the name of the associate in |
“Name of registered holder”. |
|||||
| Name of KMP | Name of registered holder | Number of +securities | ||||
| Lindsay Reed | Mr Lindsay George Reed |
9,000,000 Performance Rights |
||||
| Peter Wall | Pheakes Pty Ltd A/C> | 4,500,000 Performance Rights |
||||
| Paul McKenzie | MCKENZIE FAMILY TRUST\ #2> |
4,000,0000 Director Options |
||||
| Valentine Chitalu | Valentine Chitalu | 4,000,0000 Director Options |
||||
| Graeme Robertson | Graeme Robertson | 4,000,0000 Director Options |
||||
- See chapter 19 for defined terms
31 January 2020
Page 3
This appendix is not available as an online form Please fill in and submit as a PDF announcement
Appendix 3G Notification of issue, conversion or payment up of equity +securities
| payment up of equity +securities | ||
|---|---|---|
| 2.2d.1 | *The purpose(s) for which the entity is issuing the +securities is: Answer this question if your response to Q2.1 is “Other”. You may select one or more of the items in the list. |
☐To raise additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☒Other [provide details below] Additional details: Please refer to Notice of Meeting https://cdn-api.markitdigital.com/apiman- gateway/ASX/asx-research/1.0/file/2924- 02352188- 6A1024008?access_token=83ff96335c2 d45a094df02a206a39ff4 |
| 2.2d.2 | Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”. |
N/A |
| 2.3 | *The +securities being issued are: Tick whichever is applicable |
☐Additional +securities in an existing unquoted class that is already recorded by ASX ("existing class") ☒New +securities in an unquoted class that is not yet recorded by ASX ("new class") |
Part 3A – number and type of +securities being issued (existing class)
Answer the questions in this part if your response to Q2.3 is “existing class”.
| Question No. |
Question | Answer |
|---|---|---|
| 3A.1 | *ASX security code & description | N/A |
| 3A.2 | *Number of +securities being issued | N/A |
| 3A.3a | *Will the +securities being issued rank equally in all respects from their issue date with the existing issued +securities in that class? |
N/A |
| 3A.3b | *Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3A.3a is “No”. |
N/A |
| 3A.3c | *Provide the actual non-ranking end date Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “Yes”. |
N/A |
- See chapter 19 for defined terms 31 January 2020
Page 4
This appendix is not available as an online form Please fill in and submit as a PDF announcement
Appendix 3G Notification of issue, conversion or payment up of equity +securities
| payment up of equity +securities | ||
|---|---|---|
| 3A.3d | *Provide the estimated non-ranking end period Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “No”. |
N/A |
| 3A.3e | *Please state the extent to which the +securities do not rank equally: in relation to the next dividend, distribution or interest payment; or for any other reason Answer this question if your response to Q3A.3a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue. |
N/A |
Part 3B – number and type of +securities being issued (new class)
Answer the questions in this part if your response to Q2.3 is “new class”.
| Question No. |
Question | Answer |
|---|---|---|
| 3B.1 | *Security description | 1. Issue of 12,000,000 Options 2. Issue of 13,500,000 Performance Rights |
| 3B.2 | *Security type Select one item from the list that best describes the securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non- convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued. |
☐Ordinary fully or partly paid shares/units ☒Options ☐+Convertible debt securities ☐Non-convertible +debt securities ☐Redeemable preference shares/units ☒Other Performance Rights |
| 3B.3 | ISIN code Answer this question if you are an entity incorporated outside Australia and you are issuing a new class of securities other than CDIs. See also the note at the top of this form. |
N/A |
| 3B.4 | *Number of +securities being issued | 1. Issue of 12,000,000 Options to Directors 2. Issue of 13,500,000 Performance Rights |
| 3B.5a | *Will all the +securities issued in this class rank equally in all respects from the issue date? |
No |
- See chapter 19 for defined terms 31 January 2020
Page 5
This appendix is not available as an online form Please fill in and submit as a PDF announcement
Appendix 3G Notification of issue, conversion or payment up of equity +securities
| payment up of equity +securities | |||
|---|---|---|---|
| 3B.5b | *Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3B.5a is “No”. |
N/A | |
| 3B.5c | *Provide the actual non-ranking end date Answer this question if your response to Q3B.5a is “No” and your response to Q3B.5b is “Yes”. |
N/A | |
| 3B.5d | *Provide the estimated non-ranking end period Answer this question if your response to Q3B.5a is “No” and your response to Q3B.5b is “No”. |
1. Will rank equally on conversion to fully paid ordinary shares. 2. Will rank equally on conversion, subject to vesting conditions, to fully paid ordinary shares. |
|
| 3B.5e | *Please state the extent to which the +securities do not rank equally: in relation to the next dividend, distribution or interest payment; or for any other reason Answer this question if your response to Q3B.5a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue. |
1. Upon exercise of options into ordinary fully paid shares, the allotted and issued shares will rank equally in all respects with the existing class of quoted ordinary shares. 2. Different performance and tenure hurdles apply. On conversion into ordinary fully paid shares, the allotted and issued shares will rank equally in all respects with the existing class of quoted ordinary shares. |
|
| 3B.6 | Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued You may cross reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform. |
Refer to Company’s Notice of Meeting for further information. https://cdn-api.markitdigital.com/apiman- gateway/ASX/asx-research/1.0/file/2924-02352188- 6A1024008?access_token=83ff96335c2d45a094df0 2a206a39ff4 |
|
| 3B.7 | *Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable. |
No | |
| 3B.8a | Ordinary fully or partly paid shares/units details Answer the questions in this section if you selected this security type in your response to Question 3B.2. |
||
| *+Security currency This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared. |
N/A | ||
| *Will there be CDIs issued over the +securities? |
N/A |
- See chapter 19 for defined terms 31 January 2020
Page 6
This appendix is not available as an online form Please fill in and submit as a PDF announcement
Appendix 3G Notification of issue, conversion or payment up of equity +securities
| payment up of equity +securities | ||
|---|---|---|
| *CDI ratio Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities). |
N/A | |
| *Is it a partly paid class of +security? | N/A | |
| *Paid up amount: unpaid amount Answer this question if answered “Yes” to the previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’. The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD). |
N/A | |
| *Is it a stapled +security? This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading. |
N/A | |
| 3B.8b | Option details Answer the questions in this section if you selected this security type in your response to Question 3B.2. |
|
| *+Security currency This is the currency in which the exercise price is payable. |
AUD | |
| *Exercise price The price at which each option can be exercised and convert into the underlying security. If there is no exercise price please answer as $0.00. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD). |
$0.10 | |
| *Expiry date The date on which the options expire or terminate. |
4 years from Issue | |
| *Details of the number and type of +security (including its ASX security code if the +security is quoted on or recorded by ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)“. |
One fully paid ordinary share |
- See chapter 19 for defined terms 31 January 2020
Page 7
This appendix is not available as an online form Please fill in and submit as a PDF announcement
Appendix 3G Notification of issue, conversion or payment up of equity +securities
| payment up of equity +securities | payment up of equity +securities | |
|---|---|---|
| 3B.8c | Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question 3B.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section |
|
| *Type of +security Select one item from the list |
☐Simple corporate bond ☐Non-convertible note or bond ☐Convertible note or bond ☐Preference share/unit ☐Capital note ☐Hybrid security ☐Other |
|
| *+Security currency This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid. |
N/A | |
| Face value This is the principal amount of each security. The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD). |
N/A | |
| *Interest rate type Select one item from the list Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities |
☐Fixed rate ☐Floating rate ☐Indexed rate ☐Variable rate ☐Zero coupon/no interest ☐Other |
|
| Frequency of coupon/interest payments per year Select one item from the list. |
☐Monthly ☐Quarterly ☐Semi-annual ☐Annual ☐No coupon/interest payments ☐Other |
|
| First interest payment date A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments |
N/A | |
| Interest rate per annum Answer this question if the interest rate type is fixed. |
N/A | |
| *Is the interest rate per annum estimated at this time? Answer this question if the interest rate type is fixed. |
N/A | |
| If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time. |
N/A |
- See chapter 19 for defined terms 31 January 2020
Page 8
| This appendix isnot available as an online form Please fill in and submit as a PDF announcement |
This appendix isnot available as an online form Please fill in and submit as a PDF announcement |
Appendix 3G Notification of issue, conversion or payment up of equity +securities |
|---|---|---|
| *Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? Answer this question if the interest rate type is floating or indexed |
N/A | |
| *What is the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”. |
N/A | |
| *Does the interest rate include a margin above the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed. |
N/A | |
| *What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum) Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”. |
N/A | |
| *S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: “s128F exempt” means interest payments are not taxable to non-residents; “Not s128F exempt” means interest payments are taxable to non-residents; “s128F exemption status unknown” means the issuer is unable to advise the status; “Not applicable” means s128F is not applicable to this security |
☐s128F exempt ☐Not s128F exempt ☐s128F exemption status unknown ☒Not applicable |
|
| *Is the +security perpetual (i.e. no maturity date)? |
N/A | |
| *Maturity date Answer this question if the security is not perpetual |
N/A |
- See chapter 19 for defined terms 31 January 2020
Page 9
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Appendix 3G Notification of issue, conversion or payment up of equity +securities
| *Select other features applicable to the +security Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities. |
☐Simple ☐Subordinated ☐Secured ☐Converting ☐Convertible ☐Transformable ☐Exchangeable ☐Cumulative ☐Non-Cumulative ☐Redeemable ☐Extendable ☐Reset ☐Step-Down ☐Step-Up ☐Stapled ☐None of the above |
|
|---|---|---|
| *Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? |
N/A | |
| *If yes, what is the first trigger date Answer this question if your response to the previous question is “Yes”. |
N/A | |
| Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the securities to be quoted are converted, transformed or exchanged Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”. For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)“. |
N/A |
Part 4 – Issue details
| Part 4 – | Issue details | |
|---|---|---|
| Question No. |
Question | Answer |
| 4.1 | *Have the +securities been issued yet? | Yes |
| 4.1a | *What was their date of issue? Answer this question if your response to Q4.1 is “Yes”. |
1. 30 April 2021 2. 30 April 2021 |
| 4.1b | *What is their proposed date of issue? Answer this question if your response to Q4.1 is “No”. |
N/A |
| 4.2 | *Are the +securities being issued for a cash consideration? If the securities are being issued for nil cash consideration, answer this question “No”. |
No |
- See chapter 19 for defined terms 31 January 2020
Page 10
This appendix is not available as an online form Please fill in and submit as a PDF announcement
Appendix 3G Notification of issue, conversion or payment up of equity +securities
| payment up of equity +securities | ||
|---|---|---|
| 4.2a | *In what currency is the cash consideration being paid For example, if the consideration is being paid in Australian Dollars, state AUD. Answer this question if your response to Q4.2 is “Yes”. |
N/A |
| 4.2b | *What is the issue price per +security Answer this question if your response to Q4.2 is “Yes” and by reference to the issue currency provided in your response to Q4.2a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c. |
N/A |
| 4.2c | Please describe the consideration being provided for the +securities Answer this question if your response to Q4.2 is “No”. |
1. Issued under Incentive Option Plan, no consideration 2. Issued under Performance Rights Plan, no consideration |
| 4.3 | Any other information the entity wishes to provide about the issue |
No |
Part 5 – Unquoted +securities on issue
Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:
Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.
Restricted securities should be included in table 5.1.
| Part 5 – Unquoted +securities on issue | Part 5 – Unquoted +securities on issue | Part 5 – Unquoted +securities on issue | Part 5 – Unquoted +securities on issue | Part 5 – Unquoted +securities on issue |
|---|---|---|---|---|
| Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise: Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity. Restricted securities should be included in table 5.1. |
||||
| 5.1 | *Total number of +securities on issue 30,000,000 10,000,000 12,000,000 13,500,000 |
|||
| *ASX security code and description | *Total number of +securities on issue | |||
| Unquoted options, exercisable at $0.05, expiring 18 November 2024 Unquoted options, exercisable at $0.05, expiring 26 Nov 2022 Unquoted options, exercisable at $0.10, expiring 30 April 2025 Unquoted Performance Rights subject to varying vesting conditions |
30,000,000 10,000,000 12,000,000 13,500,000 |
|||
- See chapter 19 for defined terms 31 January 2020
Page 11
This appendix is not available as an online form Please fill in and submit as a PDF announcement
Appendix 3G Notification of issue, conversion or payment up of equity +securities
Part 6 – Other Listing Rule requirements
The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:
-
your response to Q2.1 is “+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX”; or
-
your response to Q2.1 is “Other”
| Question No. |
Question | Answer |
|---|---|---|
| 6.1 | *Are the securities being issued under Listing Rule 7.2 exception 131and therefore the issue does not need any security holder approval under Listing Rule 7.1? Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”. |
No |
| 6.2 | *Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Answer this question if the response to Q6.1 is “No”. |
Yes |
| 6.2a | *Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “Yes”. |
7 April 2021 |
| 6.2b | *Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”. |
N/A |
-
1 Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:
-
(a) in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or
-
(b) the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:
-
a summary of the terms of the scheme.
-
the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;
-
the maximum number of +equity securities proposed to be issued under the scheme following the approval; and
-
a voting exclusion statement.
-
Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).
Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).
- See chapter 19 for defined terms 31 January 2020
Page 12
| This appendix isnot available as an online form Please fill in and submit as a PDF announcement |
This appendix isnot available as an online form Please fill in and submit as a PDF announcement |
Appendix 3G Notification of issue, conversion or payment up of equity +securities |
|---|---|---|
| 6.2b.1 | *How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities. |
N/A |
| 6.2c | *Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”. |
N/A |
| 6.2c.1 | *How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities. |
N/A |
Introduced 01/12/19; amended 31/01/20
- See chapter 19 for defined terms 31 January 2020
Page 13
This appendix is not available as an online form Please fill in and submit as a PDF announcement
+Rule 2.7
Appendix 2A
Application for quotation of +securities
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.
If you are an entity incorporated outside Australia and you are seeking quotation of a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for nonAustralian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.
Part 1 – Entity and announcement details
| Question no |
Question | Answer |
|---|---|---|
| 1.1 | *Name of entity We (the entity here named) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.1 |
Minbos Resources Limited |
| 1.2 | *Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number). |
ACN 141 175 493 |
| 1.3 | *ASX issuer code | MNB |
| 1.4 | *This announcement is Tick whichever is applicable. |
☒A new announcement ☐An update/amendment to a previous announcement ☐A cancellation of a previous announcement |
| 1.4a | *Reason for update Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update. |
N/A |
| 1.4b | *Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above. |
N/A |
| 1.4c | *Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above. |
N/A |
| 1.4d | *Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above. |
N/A |
1 Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see ASIC Regulatory Guide 189 Disclosure relief for rights issues ). If in doubt, please consult your legal adviser.
- See chapter 19 for defined terms 31 January 2020
Page 1
This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities
Appendix 2A
1.5 *Date of this announcement 05 May 2021
Part 2 – Type of issue
| Part 2 – | Type of issue | |
|---|---|---|
| Question No. |
Question | Answer |
| 2.1 | *The +securities to be quoted are: Select whichever item is applicable. If you wish to apply for quotation of different types of issues of securities, please complete a separate Appendix 2A for each type of issue. |
☒Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B ☐Being issued under a +dividend or distribution plan ☐Being issued as a result of options being exercised or other +convertible securities being converted ☐Unquoted partly paid +securities that have been paid up and are now quoted fully paid +securities ☐+Restricted securities where the escrow period has expired or is about to expire ☐+Securities previously issued under an +employee incentive scheme where the restrictions on transfer have ceased or are about to cease ☐+Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer ☐Other 1. Placement Shares for directors 2. Placement Options 3. Adviser Shares 4. Broker Options 5. Adviser Options |
| 2.2a.1 | *Date of Appendix 3B notifying the market of the proposed issue of +securities for which quotation is now being sought Answer this question if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” |
30 April 2021/26 Feb 2021/18 Feb 2021/10 Feb 2021 |
| 2.2a.2 | *Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B? Answer this question if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”. |
No |
- See chapter 19 for defined terms 31 January 2020
Page 2
This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities
Appendix 2A
| 2.2a.2.1 | *Please provide details of the further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B Answer this question if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.2a.2 is “Yes”. Please provide details of the proposed dates and number of securities for the further issues. This may be the case, for example, if the Appendix 3B related to an accelerated pro rata offer with an institutional component being quoted on one date and a retail component being quoted on a later date. |
N/A |
|---|---|---|
| 2.2b.1 | *Date of Appendix 3A.1 lodged with ASX in relation to the underlying +dividend or distribution Answer this question if your response to Q2.1 is “Being issued under a dividend or distribution plan”. |
N/A |
| 2.2b.2 | *Does the +dividend or distribution plan meet the requirement of listing rule 7.2 exception 4 that it does not impose a limit on participation? Answer this question if your response to Q2.1 is “Being issued under a dividend or distribution plan”. Note: Exception 4 only applies where security holders are able to elect to receive all of their dividend or distribution as securities. For example, Exception 4 would not apply in the following circumstances: 1) The entity has specified a dollar limit on the level of participation e.g. security holders can only participate to a maximum value of $x in respect of their entitlement, or 2) The entity has specified a maximum number of securities that can participate in the plan e.g. security holders can only receive securities in lieu of dividend payable for x number of securities. |
N/A |
| 2.2c.1 | Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code) Answer this question if your response to Q2.1 is “Being issued as a result of options being exercised or other convertible securities being converted”. |
N/A |
| 2.2c.2 | And the date the options were exercised or other +convertible securities were converted Answer this question if your response to Q2.1 is “Being issued as a result of options being exercised or other convertible securities being converted”. Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted. |
N/A |
| 2.2d.1 | Please state the number and type of partly paid +securities (including their ASX security code) that were fully paid up Answer this question if your response to Q2.1 is “Unquoted partly paid securities that have been paid up and are now quoted fully paid securities”. |
N/A |
- See chapter 19 for defined terms 31 January 2020
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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities
Appendix 2A
| 2.2d.2 | And the date the+securities were fully paid up Answer this question if your response to Q2.1 is “Unquoted partly paid securities that have been paid up and are now quoted fully paid securities”. Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up. |
N/A |
|---|---|---|
| 2.2e.1 | Please state the number and type of +restricted securities (including their ASX security code) where the escrow period has expired or is about to expire Answer this question if your response to Q2.1 is “Restricted securities where the escrow period has expired or is about to expire”. |
N/A |
| 2.2e.2 | And the date the escrow restrictions have ceased or will cease Answer this question if your response to Q2.1 is “Restricted securities where the escrow period has expired or is about to expire”. Note: If this occurred over a range of dates, enter the date the last of the escrow restrictions has ceased or will cease. |
N/A |
| 2.2f.1 | Please state the number and type of +securities (including their ASX security code) previously issued under the +employee incentive scheme where the restrictions on transfer have ceased or are about to cease Answer this question if your response to Q2.1 is “Securities previously issued under an employee incentive scheme where the restrictions on transfer have ceased or are about to cease”. |
N/A |
| 2.2f.2 | And the date the restrictions on transfer have ceased or will cease: Answer this question if your response to Q2.1 is “Securities previously issued under an employee incentive scheme where the restrictions on transfer have ceased or are about to cease”. Note: If this occurred over a range of dates, enter the date the last of the restrictions on transfer has ceased or will cease. |
N/A |
| 2.2g.1 | Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”. |
N/A |
- See chapter 19 for defined terms 31 January 2020
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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities
Appendix 2A
| 2.2g.2 | *Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”. |
*Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”. |
N/A | N/A | |
|---|---|---|---|---|---|
| 2.2g.3 | *Are any of these +securities being issued to +key management personnel (KMP) or an +associate Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”. |
Yes | |||
| 2.2g.3.a | *Provide details of the recipients and the number of +securities issued to each of them. Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer” and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”. Name of KMP Name of registered holder Number of +securities Peter Wall Pheakes Pty Ltd A/C> Peter Wall and Tanya-Lee Wall Fund A/C> 625,000 fully paid ordinary shares 312,500 listed options, exercisable at $0.15, expires 2 years from issue 625,000 fully paid ordinary shares 312,500 listed options, exercisable at $0.15, expires 2 years from issue Paul McKenzie ALKE PTY LTD ATF PAUL MCKENZIE FT #2 625,500 fully paid ordinary shares 312,500 listed options, exercisable at $0.15, expires 2 years from issue Graeme Robertson GRAEME ROBERTSON 625,500 fully paid ordinary shares 312,500 listed options, exercisable at $0.15, expires 2 years from issue |
||||
registered holder”. |
|||||
| Name of KMP | Name of registered holder | Number of +securities | |||
| Peter Wall | Pheakes Pty Ltd A/C> Peter Wall and Tanya-Lee Wall Fund A/C> |
625,000 fully paid ordinary shares 312,500 listed options, exercisable at $0.15, expires 2 years from issue 625,000 fully paid ordinary shares 312,500 listed options, exercisable at $0.15, expires 2 years from issue |
|||
| Paul McKenzie | ALKE PTY LTD ATF PAUL MCKENZIE FT #2 |
625,500 fully paid ordinary shares 312,500 listed options, exercisable at $0.15, expires 2 years from issue |
|||
| Graeme Robertson | GRAEME ROBERTSON | 625,500 fully paid ordinary shares 312,500 listed options, exercisable at $0.15, expires 2 years from issue |
|||
- See chapter 19 for defined terms 31 January 2020
Page 5
This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities
Appendix 2A
| 2.2h.1 | *The purpose(s) for which the entity is issuing the +securities is: Answer this question if your response to Q2.1 is “Other”. You may select one or more of the items in the list. |
☐To raise additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☒Other [p_rovide details below_] Additional details: Funds raised from placement will be used for working capital requirements and to further Definitive Feasibility Study (DFS) activities for the Cabinda Phosphate project, Angola. |
|---|---|---|
| 2.2h.2 | *Please provide any further information needed to understand the circumstances in which you are applying to have these +securities quoted on ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”. |
N/A |
| 2.2i | *Are these +securities being offered under a +disclosure document or +PDS? Answer this question if your response to Q2.1 is any option other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”. |
1. No 2. Yes 3. No 4. Yes 5. Yes |
| 2.2i.1 | *Date of +disclosure document or +PDS? Answer this question if your response to Q2.1 is any option other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.2i is “Yes”. Under the Corporations Act, the entity must apply for quotation of the securities within 7 days of the date of the disclosure document or PDS. |
23 April 2021 |
| 2.3 | *The +securities to be quoted are: Tick whichever is applicable |
☒Additional +securities in a class that is already quoted on ASX ("existing class") ☒New +securities in a class that is not yet quoted on ASX ("new class") 1. Existing Class 2. New class 3. Existing Class 4. New class 5. New class |
- See chapter 19 for defined terms
31 January 2020
Page 6
This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities
Appendix 2A
Part 3A – number and type of +securities to be quoted (existing class or new class) where issue has previously been notified to ASX in an Appendix 3B
Answer the questions in this Part if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”.
| announced to | the market in an Appendix 3B” and your response to Q2.3 | is “existing class” or “new class”. |
|---|---|---|
| Question No. |
Question | Answer |
| 3A.1 | *ASX security code & description | 1.MNB 2. MNB Quoted Options exercisable at $0.15, 2 years from issue. 3. MNB 4. MNB Quoted Options exercisable at $0.15,2 years from issue. 5. MNB Quoted Options exercisable at $0.15,2 years from issue. |
| 3A.2 | *Number of +securities to be quoted | 1. 2,500,000 fully paid ordinary shares 2. 45,625,000 Listed options 3. 3,125,000 fully paid ordinary shares 4. 20,000,000 Listed options 5. 1,562,500 Listed options |
Part 3B – number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B
Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class”.
| Question No. |
Question | Answer |
|---|---|---|
| 3B.1 | *ASX security code & description | N/A |
| 3B.2 | *Number of +securities to be quoted | N/A |
| 3B.3a | *Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? |
N/A |
| 3B.3b | *Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3B.3a is “No”. |
N/A |
| 3B.3c | *Provide the actual non-ranking end date Answer this question if your response to Q3B.3a is “No” and your response to Q3B.3b is “Yes”. |
N/A |
| 3B.3d | *Provide the estimated non-ranking end period Answer this question if your response to Q3B.3a is “No” and your response to Q3B.3b is “No”. |
N/A |
- See chapter 19 for defined terms 31 January 2020
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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities
Appendix 2A
| 3B.3e | *Please state the extent to which the +securities do not rank equally: in relation to the next dividend, distribution or interest payment; or for any other reason Answer this question if your response to Q3B.3a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue. |
N/A | |
|---|---|---|---|
Part 3C – number and type of +securities to be quoted (new class) where issue has not previously been notified to ASX in an Appendix 3B
Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “new class”.
| Question No. |
Question | Answer |
|---|---|---|
| 3C.1 | *Security description | N/A |
| 3C.2 | *Security type Select one item from the list that best describes the securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non-convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued. |
☐Ordinary fully or partly paid shares/units ☐Options ☐+Convertible debt securities ☐Non-convertible +debt securities ☐Redeemable preference shares/units ☐Other |
| 3C.3 | ISIN code Answer this question if you are an entity incorporated outside Australia and you are seeking quotation of a new class of securities other than CDIs. See also the note at the top of this form. |
N/A |
| 3C.4 | *Number of +securities to be quoted | N/A |
| 3C.5a | *Will all the +securities issued in this class rank equally in all respects from the issue date? |
N/A |
| 3C.5b | *Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3C.5a is “No”. |
N/A |
| 3C.5c | *Provide the actual non-ranking end date Answer this question if your response to Q3C.5a is “No” and your response to Q3C.5b is “Yes”. |
N/A |
| 3C.5d | *Provide the estimated non-ranking end period Answer this question if your response to Q3C.5a is “No” and your response to Q3C.5b is “No”. |
N/A |
- See chapter 19 for defined terms 31 January 2020
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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities
Appendix 2A
| 3C.5e | *Please state the extent to which the +securities do not rank equally: in relation to the next dividend, distribution or interest payment; or for any other reason Answer this question if your response to Q3C.5a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue. |
*Please state the extent to which the +securities do not rank equally: in relation to the next dividend, distribution or interest payment; or for any other reason Answer this question if your response to Q3C.5a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue. |
N/A | |
|---|---|---|---|---|
| 3C.6 | Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities to be quoted You may cross-reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform. |
N/A | ||
| 3C.7 | *Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable. |
N/A | ||
| 3C.8 | *Provide a distribution schedule for the new +securities according to the categories set out in the left hand column – including the number of recipients and the total percentage of the new +securities held by the recipients in each category. Number of +securities held Number of holders Total percentage of +securities held 1 – 1,000 N/A 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question) and the securities to be quoted have already been issued. Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to ASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new +securities received by each of those recipients, and a distribution schedule for the securities when they are issued. |
|||
| 3C.9a | Ordinary fully or partly paid shares/units details Answer the questions in this section if you selected this security type in your response to Question 3C.2. |
|||
| *+Security currency This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared. |
N/A | |||
| *Will there be CDIs issued over the +securities? |
N/A |
- See chapter 19 for defined terms
31 January 2020
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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities
Appendix 2A
| *CDI ratio Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities). |
N/A | |
|---|---|---|
| *Is it a partly paid class of +security? | N/A | |
| *Paid up amount: unpaid amount Answer this question if answered “Yes” to the previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’. The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD). |
N/A | |
| *Is it a stapled +security? This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading. |
N/A | |
| 3C.9b | Option details Answer the questions in this section if you selected this security type in your response to Question 3C.2. |
|
| *+Security currency This is the currency in which the exercise price is payable. |
N/A | |
| *Exercise price The price at which each option can be exercised and convert into the underlying security. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD). |
N/A | |
| *Expiry date The date on which the options expire or terminate. |
N/A | |
| *Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)”. |
N/A |
- See chapter 19 for defined terms 31 January 2020
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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities
Appendix 2A
| 3C.9c | Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question 3C.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section |
Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question 3C.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section |
|---|---|---|
| *Type of +security Select one item from the list |
☐Simple corporate bond ☐Non-convertible note or bond ☐Convertible note or bond ☐Preference share/unit ☐Capital note ☐Hybrid security ☐Other |
|
| *+Security currency This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid. |
N/A | |
| Face value This is the principal amount of each security. The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD). |
N/A | |
| *Interest rate type Select one item from the list Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities |
☐Fixed rate ☐Floating rate ☐Indexed rate ☐Variable rate ☐Zero coupon/no interest ☐Other |
|
| Frequency of coupon/interest payments per year Select one item from the list. |
☐Monthly ☐Quarterly ☐Semi-annual ☐Annual ☐No coupon/interest payments ☐Other |
|
| First interest payment date A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments |
N/A | |
| Interest rate per annum Answer this question if the interest rate type is fixed. |
N/A | |
| *Is the interest rate per annum estimated at this time? Answer this question if the interest rate type is fixed. |
N/A | |
| If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time. |
N/A |
- See chapter 19 for defined terms
31 January 2020
Page 11
This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities
Appendix 2A
| *Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? Answer this question if the interest rate type is floating or indexed. |
N/A | |
|---|---|---|
| *What is the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”. |
N/A | |
| *Does the interest rate include a margin above the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed. |
N/A | |
| *What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum) Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”. |
N/A | |
| *S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: “s128F exempt” means interest payments are not taxable to non-residents; “Not s128F exempt” means interest payments are taxable to non-residents; “s128F exemption status unknown” means the issuer is unable to advise the status; “Not applicable” means s128F is not applicable to this security |
☐s128F exempt ☐Not s128F exempt ☐s128F exemption status unknown ☐Not applicable N/A |
|
| *Is the +security perpetual (i.e. no maturity date)? |
N/A | |
| *Maturity date Answer this question if the security is not perpetual |
N/A |
- See chapter 19 for defined terms 31 January 2020
Page 12
This appendix is not available as an online form
Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
| *Select other features applicable to the +security Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities. |
☐Simple ☐Subordinated ☐Secured ☐Converting ☐Convertible ☐Transformable ☐Exchangeable ☐Cumulative ☐Non-Cumulative ☐Redeemable ☐Extendable ☐Reset ☐Step-Down ☐Step-Up ☐Stapled ☐None of the above |
|
|---|---|---|
| *Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? |
N/A | |
| *If yes, what is the first trigger date Answer this question if your response to the previous question is “Yes”. |
N/A | |
| Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the +securities to be quoted are converted, transformed or exchanged Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”. For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)”. |
N/A |
Part 4 – Issue details
| Part 4 – | Issue details | |
|---|---|---|
| Question No. |
Question | Answer |
| 4.1 | *Have the +securities to be quoted been issued yet? |
Yes |
| 4.1a | *What was their date of issue? Answer this question if your response to Q4.1 is “Yes”. |
30 April 2021 |
| 4.1b | *What is their proposed date of issue? Answer this question if your response to Q4.1 is “No”. |
N/A |
- See chapter 19 for defined terms 31 January 2020
Page 13
This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities
Appendix 2A
| 4.2 | *Are the +securities to be quoted being issued for a cash consideration? If the securities are being issued for nil cash consideration, answer this question “No”. |
1.Yes 2. No 3. No 4. No 5. No |
|---|---|---|
| 4.2a | *In what currency is the cash consideration being paid For example, if the consideration is being paid in Australian Dollars, state AUD. Answer this question if your response to Q4.2 is “Yes”. |
AUD |
| 4.2b | *What is the issue price per +security Answer this question if your response to Q4.2 is “Yes” and by reference to the issue currency provided in your response to Q4.2a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c and Q4.2d. |
1. $0.08 2. N/A 3. N/A 4. N/A 5. N/A |
| 4.2c | Please describe the consideration being provided for the +securities to be quoted Answer this question if your response to Q4.2 is “No”. |
1. N/A 2. Free attaching placement options as approved at General Meeting on 7 April 2021 3. Issue of adviser shares in lieu of marketing services as approved at General Meeting on 7 April 2021 4. Issue of Broker options as approved at General Meeting on 7 April 2021 5. Issue of Adviser options approved at General Meeting on 7 April 2021 |
| 4.2d | Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted Answer this question if your response to Q4.2 is “No”. |
1. N/A 2. $0 3. $0 4. $0 5. $0 |
| 4.3 | Any other information the entity wishes to provide about the issue |
No |
- See chapter 19 for defined terms 31 January 2020
Page 14
This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities
Appendix 2A
Part 5 – Issued capital following quotation
Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:
Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by the entity. If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX). Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2.
| Part 5 – Issued capital following quotation | Part 5 – Issued capital following quotation | Part 5 – Issued capital following quotation | Part 5 – Issued capital following quotation |
|---|---|---|---|
| Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise: Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by the entity. If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX). Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2. |
|||
| 5.1 | *Quoted +securities(total number of each +class of +securities quoted on ASX following the +quotation of the +securities the subject of this application) ASX security code and description Total number of +securities on issue MNB ORDINARY FULLY PAID SHARES MNB QUOTED OPTIONS 464,032,897 67,187,500 |
||
| ASX security code and description | Total number of +securities on issue | ||
| MNB ORDINARY FULLY PAID SHARES MNB QUOTED OPTIONS |
464,032,897 67,187,500 |
||
| 5.2 | *Unquoted +securities(total number of each +class of +securities issued but not quoted on ASX): ASX security code and description Total number of +securities on issue Unquoted options, exercisable at $0.05, expiring 18 November 2024 Unquoted options, exercisable at $0.05, expiring 26 Nov 2022 Unquoted options, exercisable at $0.10, expiring 30 April 2025 Unquoted Performance Rights subject to varying vesting conditions 30,000,000 10,000,000 12,000,000 13,500,000 |
||
| ASX security code and description | Total number of +securities on issue | ||
| Unquoted options, exercisable at $0.05, expiring 18 November 2024 Unquoted options, exercisable at $0.05, expiring 26 Nov 2022 Unquoted options, exercisable at $0.10, expiring 30 April 2025 Unquoted Performance Rights subject to varying vesting conditions |
30,000,000 10,000,000 12,000,000 13,500,000 |
||
Part 6 – Other Listing Rule requirements
The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:
-
your response to Q2.1 is “Being issued under a dividend/distribution plan” and the response to Q2.2b.2 is “No”; or
-
- your response to Q2.1 is “Other”.
-
Note that if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.
-
See chapter 19 for defined terms 31 January 2020
Page 15
This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities
Appendix 2A
| Question No. |
Question | Answer |
|---|---|---|
| 6.1 | *Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? |
N/A |
| 6.1a | *Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the response to Q6.1 is “Yes”. |
N/A |
| 6.1b | *Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No”. |
N/A |
| 6.1b.1 | *How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No” and the response to Q6.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities. |
N/A |
| 6.1c | *Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the response to Q6.1 is “No”. |
N/A |
| 6.1c.1 | *How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? Answer this question if the response to Q6.1 is “No” and the response to Q6.1c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities. |
N/A |
Introduced 01/12/19, amended 31/01/20
- See chapter 19 for defined terms 31 January 2020
Page 16
05 May 2021
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ASX ANNOUNCEMENT
CLEANSING NOTICE
Minbos Resources Limited (ASX:MNB) (“Minbos” or the “Company”) is pleased to announce that, further to the shareholder approval received on 7 April, it has issued 5,625,000 fully paid ordinary shares at $0.08 each for Directors’ participation in the placement as well as Adviser Shares in lieu of marketing services provided.
In addition, the Company confirms that it has issued Performance Rights as approved by shareholders in our General Meeting on 7 April 2021.
For the purposes of section 708A(6) of the Corporations Act, the Company gives notice under section 708A(5)(e) of the Corporations Act as follows:
-
a) the Company issued the Shares without disclosure to investors under Part 6D.2 of the Corporations Act;
-
b) as at the date of this notice the Company has complied with:
-
i) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
-
ii) section 674 of the Corporations Act; and
-
c) as at the date of this notice, there is no excluded information of the type referred to in sections 708A(7) and 708A(8) of the Corporations Act.
The announcement is authorised for release by the Chairman of Minbos.
- ENDS-
Lindsay Reed
Chief Executive Officer Email: [email protected] Phone: +61 8 6270 4610
ABOUT MINBOS
Minbos Resources Limited (ASX: MNB) is an ASX-listed exploration and development company which won an international tender for the Cabinda Phosphate Project in 2020 and executed a Mineral Investment Contract with Angola in January 2021. Minbos and its in-country partner, Soul Rock Ltda (15% carried interest), won the tender based on producing Enhanced Phosphate Rock as a substitute for fertilizers currently imported by the Angolan Government for distribution to wholesalers and farmers.
ASX Code: MNB Office: Suite 1, 245 Churchill Avenue, Subiaco WA 6008 T: +61 8 6270 4610 E: [email protected] W: www.minbos.com ABN: 93 141 175 493
==> picture [67 x 66] intentionally omitted <==
Compliance Statement
With reference to previously reported Scoping Study Results, the Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.
Forward Looking Statements
Statements contained in this release, particularly those regarding possible or assumed future performance, revenue, costs, dividends, production levels or rates, prices or potential growth of Minbos Limited, are, or may be, forward looking statements. Such statements relate to future events and expectations and, as such, involve known and unknown risks and uncertainties. Actual results and developments may differ materially from those expressed or implied by these forward-looking statements depending on a variety of factors.
2
ASX Code: MNB Office: Suite 1, 245 Churchill Avenue, Subiaco WA 6008 T: +61 8 6270 4610 E: [email protected] W: www.minbos.com ABN: 93 141 175 493