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MINDAX LIMITED Capital/Financing Update 2011

Jun 30, 2011

65308_rns_2011-06-30_42fd2d61-c239-403f-8a46-de45ceb7f09d.pdf

Capital/Financing Update

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

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

Name of entity

MINDAX LIMITED

ABN

28 106 866 442

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to
be issued
2
Number of+securities issued or
to be issued (if known) or
maximum number which may be
issued
Ordinary fully paid shares (Shares)
Options (Options)
(pursuant to a pro rata Entitlements Issue)
a) Up to 30,302,913 Shares
b) Up to 30,302,913 Options
(and assuming none of the options
presently on issue are exercised
prior to the relevant record date).

3 Principal terms of the[+] securities a) Shares to rank equally with existing (eg, if options, exercise price and ordinary shares on issue. expiry date; if partly paid +securities, the amount b) Options are exercisable at 30 cents outstanding and due dates for each during April 2012, expiring payment; if +convertible 30 April 2012. Each Option then securities, the conversion price entitles the holder, upon exercise, and dates for conversion) to one (1) ordinary share and one (1) further option exercisable at 35 cents each on or before 31 May 2015.

4 Do the[+] securities rank equally in Shares - Yes all respects from the date of allotment with an existing[+] class The Options will form a new class of of quoted[+] securities? securities with any ordinary shares issued as a result of the exercise of any Options to If the additional securities do not then rank equally with existing ordinary rank equally, please state: shares.  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 a) Shares - $0.25 per share b) Options - Nil. 6 Purpose of the issue To provide funds principally to progress the (If issued as consideration for the Company’s Mt Forrest Iron Project; to fund acquisition of assets, clearly exploration at the Company’s other identify those assets) prospects; towards the expenses of the issue; and to provide working capital. 7 Dates of entering +securities Shares - 15 August 2011 into uncertificated holdings or Options - 15 August 2011 despatch of certificates

  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

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)
Number +Class
181,817,480
64,938,809
30,302,913
Shares.
Options with $0.75
exercise price,
expiring
1
December
2011.
Options with $0.30
exercise
price,
exercisable during
April 2012, expiring
30
April
2012.
Each option then
entitles the holder,
upon exercise, to
one ordinary share
and
one
further
option exercisable
at 35 cents each
on or before 31
May2015.
Number +Class
250,000
300,000
1,800,000
3,000,000
Employee options
with $0.53 exercise
price,
expiring
1
August 2012.
Employee/consulta
nt
options
with
$0.48
exercise
price, expiring 12
October 2012.
Director/consultant
options with $0.60
exercise price,
expiring 31 March
2012.
Options with $0.75
exercise price,
expiring
1
December
2011.

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

Part 2 - Bonus issue or pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities
will be offered
14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17
Policy for deciding entitlements
in relation to fractions
18
Names of countries in which the
entity has+security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee
or commission
No
Renounceable
One (1) new Share for every five (5)
existing shares held with one (1) free
attaching new Option for every new
Shareissued.
Ordinary fully paid Shares
18 July 2011
No
To be rounded down.
French Republic, United Kingdom, Japan,
Laos People’s Democratic Republic, USA,
People’s Republic of China, Hong Kong,
Kingdom of the Netherlands.
8 August 2011
Patersons Securities Limited (to the extent
of $4.75M).
An underwriting fee of 5% of the dollar
amount underwritten and a corporate
advisory fee of $60,000. All fees are
quoted ona GSTexclusive basis.
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

22
Names of any brokers to the
issue
23
Fee or commission payable to
the broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the
date of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent
to persons entitled
27
If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell
their entitlements_in full_through
a broker?
Not applicable
Not applicable
Not applicable
Not applicable
22 July 2011
1 July 2011
12 July 2011
29 July 2011
By completing the section marked
“Sale of your entitlement in full
by your Stockbroker” on the
Entitlement and Acceptance Form
andlodgingwiththerelevant stockbroker.
31
How do+security holders sell
part
of
their
entitlements
through a broker and accept for
the balance?
32
How do+security holders dispose
of their entitlements (except by
sale through a broker)?
33
+Despatch date
By completing the section marked
“Sale of part of your entitlement” by your
Stockbroker and take up of the balance on
the Entitlement and Acceptance Form in
respect of part of the entitlements and
lodging with the relevant stockbroker.
Complete a Standard Renunciation Form
and send together with the Entitlement
and Acceptance Form to the Company’s
shareregistry.
15 August 2011

Part 3 - Quotation of securities

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

34 Type of securities ( tick one )

(a)[Securities described in Part 1 ]

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class

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

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted +quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: …………………………………………………….... Date: 1 July 2011
Company secretary
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Print name: Angelo Francesca

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  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003