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MYECO GROUP LTD Capital/Financing Update 2014

Mar 5, 2014

65304_rns_2014-03-05_2c9fa3e5-c0e9-4b34-b33c-052052ca1304.pdf

Capital/Financing Update

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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

DATE: 6 March 2014

SHARE PLACEMENT AND NON –RENOUNCEABLE RIGHTS ISSUE

The Directors of Cardia Bioplastics Limited (ASX: CNN) (“Cardia” or “the Company”) are pleased to announce a placement to professional and sophisticated investors raising A$355,000 (“Placement”) and a non-underwritten non-renounceable rights issue to raise approximately A$ 2,700,000 (before costs and expenses of the offer) (“Rights Issue”).

Use of Proceeds from the Placement and Rights Issue

The funds raised from the Placement and Rights Issue will provide additional cash required for Cardia’s Bioplastics business, in particular to fund:

  • Expansion of finished goods production capacity;

  • Nanjing Factory Moving costs;

  • Development projects currently undertaken with global retail and packaging companies;

  • future development projects;

  • maintenance of its existing provisional patents portfolio ,accreditations and application for new patents;

  • other general working capital requirements.

Placement

The Placement has been completed on the following terms:

  • Issue of 118,333,333 fully paid ordinary shares at an issue price of 0.3 cents ($0.003) per share.

  • For every 3 shares subscribed for in the Placement, investors will be granted with one new option with an exercise price of 0.6 cents ($0.006), exercisable on or before 31 December 2014. The Company will apply to seek the quotation of new options to be listed on ASX.

The placement was made to professional and sophisticated investors who do not need disclosure under section 708 of the Corporations Act.

New Ordinary Shares and Options will be issued under the Company’s 15% placement capacity pursuant to Listing Rule 7.1.

An Appendix 3B in regards to the issue of the placement of shares and options is attached herewith.

A Notice under Section 708A (5) (e) and (6) of the Corporation Act is also attached.

Details of Rights Issue

  • 898,697,389 fully paid ordinary shares on the basis of 1 ordinary share for every 3 ordinary shares held in Cardia by Eligible Cardia shareholders.

  • For every 3 shares subscribed for in the Rights Issue, Shareholders will be granted with one free attaching option with an exercise price of 0.6 cents ($0.006), exercisable on or before 31 December 2014.The Company will apply to seek the quotation of new options.

  • The issue price of the shares will be $0.003 (0.3 cents) per share.

  • The issue will raise approximately $2,700,000 (before cost of issue).

  • The Rights Issue is non-renounceable.

  • The Rights Issue is not underwritten.

  • The New Shares will rank equally in all respects with the Company’s existing fully paid ordinary shares.

  • The fractional entitlements will be rounded down.

  • Investors that participated in the share placement will be eligible to participate in the Rights Issue.

  • Shareholders may apply for additional New Shares in excess of their entitlement at the same issue price of 0.3 cents ($0.003) per share and will be issued 1 New Option for every 3 New Shares allotted. Allocation of additional New Shares will be applied from the shortfall, if any, to the discretion of Board of Directors of Cardia.

  • For any shortfall remaining that not been taken by the Eligible Cardia Shareholders, the directors reserve the right to place that short fall in accordance with the Section 708AA Corporations Act 2001 and ASIC class order 08/35. The Board may seek the assistance of one or more AFSL holders to assist in the placement of shortfall, if any. The Company may pay commission to AFSL holders for their services.

Important Dates

Event Day & Date
Announcement of the Rights Issue Offer and
application for quotation of securities (Appendix 3B)
lodged with ASX Thursday-6/3/2014
Notice to existing Optionholders regarding
participation in the Right Issue Offer Thursday-6/3/2014
Lodge Prospectus with ASIC and ASX Thursday-6/3/2014
Notice sent to shareholders containing information
required by Appendix 3B Friday- 7/3/2014
Existing Shares quoted on “ex” basis Wednesday-12/3/2014

Record Date to identify eligible shareholders Tuesday- 18/3/2014 Prospectus and Entitlement and Acceptance Forms despatched to Eligible Shareholders ( Opening Date ). Company announces that despatch has been completed. Thursday- 20/3/2014 Final date and time for receipt of acceptance and * payment in full ( Closing Date** ) Friday- 4/4/2014 Securities quoted on a deferred settlement basis Monday- 7/4/2014 Company to notify ASX of under subscriptions Wednesday- 9/4/2014 Issue Date and Despatch of holding statements Monday- 14/4/2014 Date of quotation of Securities Tuesday- 15/4/2014

This timetable is indicative only. Subject to the ASX Listing Rules and the Corporations Act, the Directors reserve the right to vary the dates for the Rights Issue offer at their discretion. Should this occur, then the extension will have a consequential effect on the anticipated date of issue and normal trading of the shares and options.

An Appendix 3B for Rights Issue offer is attached .

Full details of the Rights Issue can be found in the Prospectus that will be lodged with ASIC and ASX today.

Richard Tegoni Chairman

Appendix 3B New issue announcement

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

Cardia Bioplastics Limited

ABN

89064755237

We (the entity) give ASX the following information.

Part 1 - All issues

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

1
+Class of +securities issued or to
be issued
2
Number of +securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the +securities
(eg, if options, exercise price and
expiry
date;
if
partly
paid
+securities,
the
amount
outstanding and due dates for
payment;
if
+convertible
securities, the conversion price
and dates for conversion)
Fully Paid Ordinary Shares and New Options
(Exercise Price of $0.006 ,Expiry Date 31
December 2014)
1.) 118,333,333
fully
paid
Ordinary
Shares
2.) 39,444,444 New Options
Fully paid ordinary shares ranking equally with
ordinary shares from date of allotment.
New Options with an exercise price of $0.006
and an expiry date of 31 December 2014.
  • See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

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
1.) Fully paid Ordinary shares will equally
with ordinary shares from date of
allotment.
2.) Upon exercise, new options will rank
equally with then ordinary shares on
issue.
$0.003 (0.3cents) per Share and (NIL) per
Option – Total Consideration -$355,000
Share
Placement
to
professional
and
sophisticated investors to raise funds for the
purposes disclosed in the announcement.
Yes
29/11/2013
209,534,237
  • See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

6d
Number of +securities issued with
security holder approval under rule
7.1A
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.
6h
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 section 2 if applicable)
N/A N/A
N/A
N/A
N/A
N/A
As per Annexure 1
6 March 2014
Number +Class
2,814,425,501
221,285,642
Fully
Paid
Ordinary
Shares
Listed Options (Expiry
30/6/2015 , Exercise
price 1.5 cents)
  • See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

9
Number and +class of all +securities
not quoted on ASX (including the
securities in section 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
100,000,000
39,444,444
Unlisted Options
(Expiry
15/7/2014,
Exercise
Price
0.35
cents)
Options
(Expiry
31/12/2014
,Exercise
Price
0.6
cents
($0.006)
N/A

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
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

Appendix 3B New issue announcement

20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount of any handling fee payable
to brokers who lodge acceptances 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?
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
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

Part 3 - Quotation of securities

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

  • 34 Type of securities ( tick one )

  • (a)  Securities described in Part 1

  • (b)  All other securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

  • See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in all N/A 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 N/A 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 N/A 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.

  • See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

Appendix 3B New issue announcement

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

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

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

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

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

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

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

Sign here: ............................................................ Date: 6 /3/2014 (Director/Company secretary)

Print name: Rekha Bhambhani Company Secretary

  • See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [403 x 380] intentionally omitted <==

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

Insert number of fully paid ordinary securities 1,966,557,896
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
exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with 520,000,000
shareholder approval
• Number of partly paid ordinary securities
that became fully paid in that 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 -
securities cancelled during that 12 month
period
“A” 2,486,557,896
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 372,983,684
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
367,312,015
“C” 367,312,015
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
372,983,684
Subtract“C”
Note: number must be same as shown in Step
3
367,312,015
Total[“A” x 0.15] – “C” 5,671,669
[Note: this is the remaining placement
capacity under rule 7.1]

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

Step 4: Subtract “C” from [“A” x “B”]
capacity under rule 7.1
to calculate remaining placement
“A” x 0.15 372,983,684
Note: number must be same as shown in Step
2
Subtract“C” 367,312,015
Note: number must be same as shown in Step
3
Total[“A” x 0.15] – “C” 5,671,669
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B New issue announcement

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

==> picture [403 x 381] intentionally omitted <==

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

“A” 2,486,557,896
Note: number must be same as shown in Step
1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 248,655,790
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that
has already been used
Insert number of equity securities issued or -
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
----- End of picture text -----

has already been used 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
“E” -
  • See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Appendix 3B New issue announcement

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
248,655,790
Subtract“E”
Note: number must be same as shown in Step
3
-
Total[“A” x 0.10] – “E” 248,655,790
Note: this is the remaining placement capacity
under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

==> picture [588 x 74] intentionally omitted <==

==> picture [588 x 75] intentionally omitted <==

CLEANSING NOTICE-SHARE PLACEMENT

The Company provides the following information in accordance with sections 708A (5) (e) and (6) of the Corporations Act 2001 (Cwlth) (“the Act”) in relation to share placement completed today.

  • a) the Placement was made without disclosure to investors under Part 6D.2 of the Act; b) this Notice is given under section 708A(5)(e) of the Act;

  • c) as at the date of this Notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company and section 674 of the Act;

  • d) The Company is currently at advanced stage of negotiation with a Brazilian regional drugstore chain to exclusively supply their retail carry bag requirements with Cardia Biohybrid bags. It is expected that Cardia will execute this two year contract worth $500,000 per annum within a short period. Should this transaction proceed the market will be informed.

Other than the above, as at the date of this Notice, there is no excluded information as defined under sections 708A(7) and (8) of the Act.

==> picture [593 x 62] intentionally omitted <==

Appendix 3B New issue announcement

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

Cardia Bioplastics Limited

ABN

89064755237

We (the entity) give ASX the following information.

Part 1 - All issues

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

1
+Class of +securities issued or to
be issued
2
Number of +securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the +securities
(eg, if options, exercise price and
expiry
date;
if
partly
paid
+securities,
the
amount
outstanding and due dates for
payment;
if
+convertible
securities, the conversion price
and dates for conversion)
Fully Paid Ordinary Shares and New Options
(Exercise Price of $0.006, Expiry Date 31
December 2014)
1.) 898,697,389
fully
paid
Ordinary
Shares
2.) 299,565,796 New Options
Fully paid ordinary shares ranking equally with
ordinary shares from date of allotment.
New Options with an exercise price of $0.006
and an expiry date of 31 December 2014.
  • See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

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
1.) Fully paid Ordinary shares will equally
with ordinary shares from date of
allotment.
2.) Upon exercise, new options will rank
equally with then ordinary shares on
issue.
$0.003 (0.3cents) per Share and (NIL) per
Option – Total Amount to be raised -$2,696,092
Securities to be issued pursuant to the Rights
Issue offer to Shareholders- Details of offer
disclosed in the announcement lodged with ASX
on 6th March 2014.
Yes
29/11/2013
209,534,237
  • See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

6d
Number of +securities issued with
security holder approval under rule
7.1A
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.
6h
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 section 2 if applicable)
N/A N/A
N/A
N/A
N/A
N/A
As per Annexure 1
14th April 2014
Number +Class
3,713,122,890
221,285,642
Fully
Paid
Ordinary
Shares
Listed Options (Expiry
30/6/2015 , Exercise
price 1.5 cents)
  • See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

9
Number and +class of all +securities
not quoted on ASX (including the
securities in section 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
100,000,000
339,010,240
Unlisted Options
(Expiry
15/7/2014,
Exercise
Price
0.35
cents)
Options
(Expiry
31/12/2014
,Exercise
Price
0.6
cents
($0.006)
N/A

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
No
Non-renounceable Rights Issue
On the basis of 1 New Share for every 3 shares
held with 1 free attaching New Option for every
3 New Shares subscribed.
Fully Paid Ordinary Shares
Options ( Expiry 31 December 2014 and
Exercise Price- 0.6cents($0.006)
18 March 2014
No
Fractional entitlements will be rounded down.
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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
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)
Papua New Guinea, Republic of Singapore,
Hong Kong, Malaysia, USA, Republic of
Indonesia,
Republic
of
Finland,
United
Kingdom of Great Britain and North Ireland,
Canada, People Republic of China, Germany ,
State
of
Israel,
Japan,
Vietnam,
Philippines,Thailand,Taiwan.
4 April 2014
Issue is not underwritten
N/A
N/A
N/A
N/A
N/A
20 March 2014
6 March 2014
N/A
N/A
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

30
How do +security holders sell their
entitlements
in
full
through
a
broker?
31
How do +security holders sell_part_of
their entitlements through a broker
and accept for the balance?
32
How do +security holders dispose of
their entitlements (except by sale
through a broker)?
33
+Despatch date
N/A
N/A
N/A
14 April 2014

Part 3 - Quotation of securities

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

  • 34 Type of securities ( tick one )

  • (a)  Securities described in Part 1

  • (b)  All other securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

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

  • See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in all N/A 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 N/A 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 N/A 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.

  • See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

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

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

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

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

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

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

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

Sign here: ............................................................ Date: 6 /3/2014 (Director/Company secretary)

Print name: Rekha Bhambhani Company Secretary

  • See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [403 x 380] intentionally omitted <==

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

Insert number of fully paid ordinary securities 1,966,557,896
on issue 12 months before date of issue or
agreement to issue
Add the following:
• Number of fully paid ordinary securities 898,697,389
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with 520,000,000
shareholder approval
• Number of partly paid ordinary securities
that became fully paid in that 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 -
securities cancelled during that 12 month
period
“A” 3,713,122,890
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 556,968,434
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
367,312,015
“C” 189,656,419
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
556,968,434
Subtract“C”
Note: number must be same as shown in Step
3
367,312,015
Total[“A” x 0.15] – “C” 189,656,419
[Note: this is the remaining placement
capacity under rule 7.1]

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

Step 4: Subtract “C” from [“A” x “B”]
capacity under rule 7.1
to calculate remaining placement
“A” x 0.15 556,968,434
Note: number must be same as shown in Step
2
Subtract“C” 367,312,015
Note: number must be same as shown in Step
3
Total[“A” x 0.15] – “C” 189,656,419
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

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” 3,713,122,890 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 371,312,289

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

has already been used 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
“E” -
  • See chapter 19 for defined terms.

Appendix 3B Page 11

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Appendix 3B New issue announcement

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
371,312,289
Subtract“E”
Note: number must be same as shown in Step
3
-
Total[“A” x 0.10] – “E” 371,312,289
Note: this is the remaining placement capacity
under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 12

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