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NEURIZER LTD — Capital/Financing Update 2016
Oct 9, 2016
65442_rns_2016-10-09_6da78812-0dac-49cf-8f9b-4d1c2f8e8bf9.pdf
Capital/Financing Update
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Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement, application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
Name of entity
LEIGH CREEK ENERGY LIMITED
ABN
31 107 531 822
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 (e.g. 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) |
Unlisted Options | Unlisted Options | |
|---|---|---|---|
| a) 2,000,000 b) 2,000,000 |
|||
| a) b) 2,000,000 options to acquire ordinary shares on the followingterms: Number 2,000,000 Exercise Price $0.35 Expiry Date 10-October- 2021 b) b) 2,000,000 options to acquire ordinary shares on the followingterms: Number 2,000,000 Exercise Price $0.45 Expiry Date 10-October- 2021 |
|||
| Number | 2,000,000 | ||
| Exercise Price | $0.45 | ||
| Expiry Date | 10-October- 2021 |
- See chapter 19 for defined terms.
Appendix 3B Page 1
04/03/2013
4 Do the[+] securities rank equally No, but following exercise of the options, in all respects from the[+] issue the fully paid ordinary shares issued as a date with an existing[+] class of result will rank equally with the existing quoted[+] securities? 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 No consideration. 6 Purpose of the issue Issue of unlisted options to directors as (If issued as consideration for approved by shareholders at the Annual the acquisition of assets, clearly General Meeting on 23 September 2016. identify those assets) 6a Is the entity an[+] eligible entity Yes that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder 23 September 2016 resolution under rule 7.1A was passed 6c Number of[+] securities issued Not applicable without security holder approval under rule 7.1 6d Number of[+] securities issued Not applicable with security holder approval under rule 7.1A
6e Number of[+] securities issued Not applicable with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued 4,000,000 approved at the Annual General under an exception in rule 7.2 Meeting on 23 September 2016. 6g If[+] securities issued under rule Not applicable 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 Not applicable 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 Rule 7.1: 39,884,166 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Rule 7.1A: 26,589,444 Announcements 7 +Issue dates 10 October 2016 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all 265,894,441 Ordinary Shares +securities quoted on ASX (Note: 104,767,190 shares ( including the +securities in are issued but restricted section 2 if applicable) until July 3 2017) Options exercisable 17,687,463 at $0.50 on or before 6 June 2018.
- See chapter 19 for defined terms.
Appendix 3B Page 3
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| 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 |
|---|---|---|
| 1,000,000 1,000,000 2,000,000 10,445,000 6,000,000 800,000 1,500,000 4,000,000 26,745,000 |
Unlisted options expiring 19 October 2019. Unlisted options expiring 19 October 2020. Unlisted options expiring 31 July 2020. Unlisted options expiring 30 November 2020. Unlisted options expiring 31 October 2018. Unlisted options expiring 8 May 2021. Unlisted options expiring 10 May 2019. Unlisted options expiring 10 October 2021. Total unlisted options |
|
| Not applicable |
Part 2 - Pro rata issue
| art 2 - 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 |
Not applicable |
| 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 offer | |
| 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 |
- See chapter 19 for defined terms.
Appendix 3B Page 5
04/03/2013
| 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 offer documents 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? |
- See chapter 19 for defined terms.
Appendix 3B Page 6
04/03/2013
-
32 How do security holders dispose of their entitlements (except by sale through a broker)?
-
33 +Issue date
Part 3 - Quotation of securities N/A
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 7
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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[+] issue date 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)
- See chapter 19 for defined terms.
Appendix 3B Page 8
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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 is not available now, we 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:
==> picture [79 x 31] intentionally omitted <==
Date: 10 October 2016
Print name: Jordan Mehrtens
- See chapter 19 for defined terms.
== == == == ==
Appendix 3B Page 9
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Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
-
Insert number of fully paid[+] ordinary 230,519,472 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: 35,374,969 • 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 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 Nil securities cancelled during that 12 month period “A” 265,894,441
-
See chapter 19 for defined terms.
Appendix 3B Page 10
04/03/2013
| Step 2: Calculate 15% of “A” | |
| “B” | 0.15 [Note: this value cannot be changed] |
| Multiply“A” by 0.15 | 39,884,166 |
| Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used |
|
| Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items |
Nil |
| “C” | Nil |
| Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 |
|
| “A” x 0.15 Note: number must be same as shown in Step 2 |
39,884,166 |
| Subtract“C” Note: number must be same as shown in Step 3 |
Nil |
| Total[“A” x 0.15] – “C” | 39,884,166 [Note: this is the remaining placement capacity under rule 7.1] |
| “C” Nil |
“C” Nil |
|---|---|
| Step 4: Subtract “C” from [“A” x “B”] to calculate remaining | |
| placement capacity under rule 7.1 | |
| “A” x 0.15 | 39,884,166 |
| Note: number must be same as shown in | |
| Step 2 | |
| Subtract“C” | Nil |
| Note: number must be same as shown in | |
| Step 3 | |
| Total[“A” x 0.15] – “C” | 39,884,166 |
| [Note: this is the remaining placement | |
| capacity under rule 7.1] |
- See chapter 19 for defined terms.
Appendix 3B Page 11
04/03/2013
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” 265,894,441 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 26,589,444
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
-
“E” Nil
-
See chapter 19 for defined terms.
Appendix 3B Page 12
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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 |
26,589,444 |
| Subtract“E” Note: number must be same as shown in Step 3 |
Nil |
| Total[“A” x 0.10] – “E” | 26,589,444 Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
Appendix 3B Page 13
04/03/2013
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
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 30/09/01 Amended 01/01/11
Name of entity Leigh Creek Energy Limited
ABN 31 107 531 822
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Gregory David English |
|---|---|
| Date of last notice | 22/09/2015 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Indirect interest |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Options held by GDE Exploration (SA) Pty Ltd , a Company in which Mr English has an interest. |
| Date of change | 10 October 2016 |
| No. of securities held prior to change | Nil |
| Class | Unlisted options, following exercise of the options the fully paid ordinary shares issued as a result will rank equally with the existingclass ofquoted securities. |
| Number acquired | 2,000,000 |
| Number disposed | Nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Nil |
| No. of securities held after change | 2,000,000 |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
Nature of change Issue of unlisted options Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A |
| Interest after change | N/A |
Part 3 –[+] Closed period
| Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required? |
No |
|---|---|
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
N/A |
| If prior written clearance was provided, on what date was this provided? |
N/A |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
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 30/09/01 Amended 01/01/11
Name of entity Leigh Creek Energy Limited
ABN 31 107 531 822
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Murray Kenneth Chatfield |
|---|---|
| Date of last notice | 30/06/2016 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Indirect interest |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Options held by Springdale Heights Pty Ltd Fund>, a Company in which Mr Chatfield has an interest. |
| Date of change | 10 October 2016 |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| No. of securities held prior to change | No unlisted options Other Securities held: Direct: 1,033,914 shares Indirect: Springdale Heights Pty Ltd RA Chatfield Family Super Fund> hold 75,000 Ordinary Shares and 25,000 Listed options (expiry 2018). Waitoa Peaks Pty Ltd Chatfield Family Trust> hold 200,000 Ordinary Shares. |
|---|---|
| Class | Unlisted options, following exercise of the options the fully paid ordinary shares issued as a result will rank equally with the existingclass ofquoted securities. |
| Number acquired | 2,000,000 |
| Number disposed | Nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Nil |
| No. of securities held after change | 2,000,000 unlisted options 25,000 listed options 1,033,914 ordinary shares held directly 275,000 ordinary shares held indirectly |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Issue of unlisted options |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
| Name of registered holder (if issued securities) |
N/A |
|---|---|
| Date of change | N/A |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A |
| Interest after change | N/A |
Part 3 –[+] Closed period
| Part 3 –+Closed period | |
|---|---|
| Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required? |
No |
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
N/A |
| If prior written clearance was provided, on what date was this provided? |
N/A |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3