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PLATINA RESOURCES LIMITED — Capital/Financing Update 2016
Jun 5, 2016
65555_rns_2016-06-05_e359e031-d0b5-4231-85a0-bc0f17e655e1.pdf
Capital/Financing Update
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6 June 2016
ASX Release: PGM
Platina completes Placement to further Owendale development
Platina Resources Limited (ASX: PGM) is pleased to announce the completion of a private placement of 6 million PGM shares to two long-standing Platina shareholders.
The placement to the Hong Kong-based shareholders was completed at a price of 6.5 cents per share to raise $390,000. The pricing of the placement was negotiated between management and the participants on 1 June 2016 with finalisation and receipt of the executed paperwork occurring after market on 3 June 2016.
Proceeds from the Placement will be used for operational activities, including at the Company's Owendale scandium and platinum project in New South Wales, as well as for working capital.
Platina Resources Managing Director and CEO Robert Mosig said it was pleasing to receive further support from long-time shareholders.
"These funds come at an important time in the development of the Owendale project, where we are now able to progress components of our Feasibility Study," he said.
The placement follows a similar placement to another long-time PGM investor Dr Peter Woodford of Cairnglen Investments Pty Ltd. Cairnglen Investments Pty Ltd now holds 16.61% of listed shares in the Company.
The Company provides notice pursuant to ASX Listing Rule 3.10.5A that:
$(a)$ Dilution to existing shareholders as a result of the issue
The Company issued 6,000,000 shares under Listing Rule 7.1A. This resulted in the following dilution to existing shareholders:
| Shares | Dilution | |
|---|---|---|
| Number of Shares on issue prior to the Placement | 172,826,235 | |
| Placement issue under Listing Rule 7.1A | 6,000,000 | 3.36% |
| Total Shares on Issue | 178,826,235 |
$(b)$ Where the equity securities are issued for cash consideration, a statement of the reasons why the eligible entity issued the equity securities as a placement under rule 7.1A and not as (or in addition to) a pro rata issue or other type of issue in which existing ordinary security holders would have been eligible to participate.
The Company issued shares to the sophisticated investors as it was considered to be the most efficient and expedient method for raising the funds required to achieve the stated objectives
$(c)$ Details of any underwriting arrangements, including any fees payable to the underwriter.
The placement was not underwritten.
$(d)$ Any other fees or costs incurred in connection with the issue
Apart from ASX related security listing fees and share registry fees, no other fees or costs were incurred in connection with the issue.
An Appendix 3B is attached with respect to the new securities issued and the Company gives notice that:
- it issued the securities without disclosure to investors under Part 6D.2 of the Corporations Act 2001 ("Act");
- this notice is being given under section 708A(5)(e) of the Act;
- as at today's date, the Company has complied with:
- $(i)$ the provisions of Chapter 2M of the Act as they apply to the Company; and
- $(ii)$ section 674 of the Act; and
- as at today's date there is no other information that is excluded information which is required to be set out in this notice pursuant to section 708A(6)(e) of the Act.
Yours faithfully
Bet
Paul Jurman Company Secretary
Electronic copies and more information are available on the Company website: www.platinaresources.com.au
For further information please contact: Robert Mosig, Managing Director Office: +61-7 5580 9094 Email: [email protected]
Nathan Ryan, NWR Communications Office: +61 (0) 420 582 887 Email: [email protected] 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
Platina Resources Limited
ABN
25 119 007 939
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 tobe issued | Ordinary shares |
|---|---|---|
| 2 | Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued | 6,000,000 Ordinary shares |
| 3 | Principal terms of the +securities(e.g. if options, exercise price andexpirydate;if partlypaid+securities, the amount outstandinganddue dates for payment;+convertiblesecurities,theconversionprice and dates forconversion) | Fullypaid ordinaryshares rankingequallywithexisting shares.if |
- See chapter 19 for defined terms.
| 4 | Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities? | Yes, the ordinary shares rank equally with existingquoted shares (PGM) |
|---|---|---|
| If the additional +securities do notrank equally, please state:the date from which they dotheextentto whichtheyparticipatefor the nextdividend, (in the case of a trust,distribution)or interestpaymentthe extent to which they do notrankequally,other than inrelation to the next dividend,distribution or interest payment | ||
| 5 | Issue price or consideration | $0.065 per share. |
| 6 | Purpose of the issue(If issued as consideration for theacquisitionof assets,clearlyidentify those assets) | To assist with operational activities, including at theCompany'sOwendalescandiumand platinumproject in New South Wales as well as for generalworking capital. |
| 6a | Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A? | Yes. |
| If Yes, complete sections 6b –6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i | ||
| 6b | The date the securityholderresolutionunder rule 7.1A waspassed | 27 November 2015. |
| 6c | of +securitiesNumberissuedwithoutsecurityholderapprovalunder rule 7.1 | Nil. |
| 6d | Number of +securities issued withsecurity holder approval under rule7.1A | 6,000,000 Ordinary shares. |
| 6e | Number of +securities issued withsecurity holder approval under rule7.3,or anotherspecificsecurityholderapproval(specify date ofmeeting) | N/A |
+ See chapter 19 for defined terms.
- 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 +Issue dates
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.
- 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)
- 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

178,826,235 Ordinary Shares (PGM)
| 6,125,000 | Performance Rights |
|---|
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
No plans to pay dividends at this stage.
Yes. Issue price: $0.065 Date on which the price at which the securities were issued was agreed: 1 June 2016. 15 day VWAP: $0.062 (75%= $0.046) (source IRESS)
N/A
N/A
4,657,623 –Listing rule 7.1A.
24,486,435 - Listing rule 7.1.
Number +Class
6 June 2016.
+ See chapter 19 for defined terms.
| Part 2 - Pro rata issue - Not Applicable | |||
|---|---|---|---|
| -- | ------------------------------------------ | -- | -- |
| 11 | Is securityholderapprovalrequired? | |
|---|---|---|
| 12 | Is the issue renounceable or nonrenounceable? | |
| 13 | Ratio in which the +securities willbe offered | |
| 14 | +Class of+securities to which theoffer relates | |
| 15 | +Recorddateto determine | |
| entitlements | ||
| 16 | Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements? | |
| 17 | Policy for deciding entitlements in | |
| relation to fractions | ||
| 18 | Names of countries in which theentity has security holders who willnot be sent new offer documents | |
| Note: Security holders must be told how theirentitlements are to be dealt with. | ||
| Cross reference: rule 7.7. | ||
| 19 | Closingdate for receiptofacceptances or renunciations | |
| 20 | Names of any underwriters | |
| 21 | Amount of any underwriting fee orcommission | |
| 22 | Names of any brokers to the issue | |
| 23 | Fee or commission payable to thebroker to the issue | |
| 24 | Amount of any handling fee payableto brokers who lodge acceptancesorrenunciationson behalfof | |
| security holders |
+ See chapter 19 for defined terms.
- 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?
- 32 How do security holders dispose of their entitlements (except by sale through a broker)?
33 +Issue date
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 –only with respect to ordinary shares.
(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
+ See chapter 19 for defined terms.
- 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
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)
42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)
| Number | +Class |
|---|---|
+ See chapter 19 for defined terms.
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: ............................................................ Date: 6 June 2016. (Director/Company secretary)
Print name: P Jurman == == == == ==
+ See chapter 19 for defined terms.
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 iscalculated | ||
| Insert number of fully paid +ordinary securities150,079,850on issue 12 months before the +issue date ordate of agreement to issue | ||
| Add the following: | ||
| Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2 | 16,496,385 | |
| Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval | ||
| Number of partly paid +ordinary securities•that became fully paid in that 12 monthperiod | ||
| Note:•Include only ordinary securities here –other classes of equity securities cannot beadded•Include here (if applicable) the securities | ||
| the subject of the Appendix 3B to which thisform is annexed | ||
| •It may be useful to set out issues ofsecurities on different dates as separate lineitems | ||
| Subtract the number of fully paid +ordinaryNilsecurities cancelled during that 12 month period | ||
| "A"166,576,235 | ||
| Step 2: Calculate 15% of "A" | ||
| "B" | 0.15 |
+ See chapter 19 for defined terms.
| [Note: this value cannot be changed] | |
|---|---|
| Multiply "A" by 0.15 | 24,986,435 |
| already been used | Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has |
| Insert number of +equity securities issued oragreed to be issued in that 12 month period notcounting those issued: | |
| •Under an exception in rule 7.2 | 500,000 |
| •Under rule 7.1A | |
| •With security holder approval under rule 7.1or rule 7.4 | |
| Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to which thisform is annexed•It may be useful to set out issues ofsecurities on different dates as separate lineitems | |
| "C" | 500,000 |
| Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placementcapacity under rule 7.1 | |
| "A" x 0.15 | 24,986,435 |
| Note: number must be same as shown in Step 2 | |
|---|---|
| Subtract "C" | 500,000 |
| Note: number must be same as shown in Step 3 | |
| Total ["A" x 0.15] –"C" | 24,486,435. |
| [Note: this is the remaining placement capacityunder rule 7.1] |
+ See chapter 19 for defined terms.
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
"A" Note: number must be same as shown in Step 1 of Part 1 166,576,235 Step 2: Calculate 10% of "A" "D" 0.10 Note: this value cannot be changed Multiply "A" by 0.10 16,657,623 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 12,000,000. "E" 6,000,000 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 16,657,623 Subtract "E" Note: number must be same as shown in Step 3 12,000,000 Total ["A" x 0.10] –"E" 4,657,623 Note: this is the remaining placement capacity
under rule 7.1A
+ See chapter 19 for defined terms.