AI assistant
PRODIGY GOLD NL — Share Issue/Capital Change 2017
Mar 19, 2017
65615_rns_2017-03-19_955e65df-b434-4635-87d1-dce234265b23.pdf
Share Issue/Capital Change
Open in viewerOpens in your device viewer
==> picture [595 x 95] intentionally omitted <==
ASX ANNOUNCEMENT / MEDIA RELEASE
ASX:ABU
20 March 2017
ABM appoints Neil Jones as Exploration Manager
Summary • ABM Resources has appointed Mr Neil Jones as Exploration Manager. Mr Jones has vast experience in early stage gold exploration and complements the Company’s management team.
ABM Resources NL (ASX: ABU) is pleased to announce the appointment of Mr Neil Jones as Exploration Manager. Mr Jones has been a geologist for 18 years with roles in greenfields and brownfields exploration and on mining operations. He has worked as a geologist in the minerals industry for Normandy Mining, Gold Fields, PMI Gold and Troy Resources exploring primarily for gold. His most recent roles have included the implementation and analysis of large scale reconnaissance geochemical programs, management of Joint Ventures and aggressive Resource drilling programs. His previous work in the Northern Territory, along with experience in Paleoproterozoic and Archean terrains around the globe, builds upon the technical skill of the existing team.
The appointment comes as ABM ramps up its exploration activities on its emerging gold projects in the Tanami region, where it holds a strategic 36,000 square kilometre tenement package. A 3,000 - 3,500 metre RC drill program will commence shortly, targeting strike extensions on the Suess Fault. This program will be followed by RAB drilling, testing repetitions of known mineralisation at the Suplejack Project, and reconnaissance drilling on several targets at Capstan and Mallie.
To ensure Mr Jones success is aligned with value creation for shareholders, the Company has issued unlisted options to Neil as part of his remuneration package, the terms of which are set out in the Appendix 3B attached.
==> picture [75 x 65] intentionally omitted <==
Matt Briggs Managing Director
About ABM Resources
ABM is an established gold exploration company with a successful track record of discovery in one of Australia’s premier gold mining districts. The Company owns gold resources and extensive prospective land holdings in the Central Desert region of the Northern Territory. The Company leadership is implementing a strategy of aggressive cost management initiatives and is developing a disciplined, tightly focused exploration strategy. Activities are currently focused on the Company’s under-explored 36,000 km[2] Tanami Project area and includes:
-
Drilling of advanced prospects in the Suplejack Project
-
Systematic evaluation of high potential early stage targets
-
Assessment of existing resources and
-
Exploring opportunities for joint ventures and divestment of early stage targets
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, 04/03/13
Name of entity
ABM Resources NL (“Company”)
ABN
58 009 127 020
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 Unlisted options (“Options”) be issued
-
2 Number of[+] securities issued or 2,000,000 to be issued (if known) or maximum number which may be issued
-
3 Principal terms of the 1 million Options vesting upon issue, with an +securities (e.g. if options, exercise price equal to 145% of the five day exercise price and expiry date; if partly paid +securities, the VWAP of the Company’s shares prior to 20/3/2017, and expiring on the earlier of
-
amount outstanding and due dates for payment; if 20/3/2021 and the date the employee’s +convertible securities, the employment with the Company ceases. conversion price and dates for conversion) 500,000 Options vesting on 20/3/2018, with an exercise price equal to 145% of the five day VWAP of the Company’s shares prior to 20/3/2018, and expiring on the earlier of 20/3/2021 and the date the employee’s employment with the Company ceases. 500,000 Options vesting on 20/3/2019, with an exercise price equal to 145% of the five day VWAP of the Company’s shares prior to 20/3/2019, and expiring on the earlier of 20/3/2021 and the date the employee’s employment with the Company ceases.
- See chapter 19 for defined terms.
Appendix 3B Page 1
04/03/2013
Appendix 3B New issue announcement
4 Do the[+] securities rank equally No, the Options do not carry any right to in all respects from the[+] issue vote, participate in dividends or participate date with an existing[+] class of in other corporate actions in relation to the quoted[+] securities? Company. If the additional[+] securities do Shares issued upon the exercise of Options not rank equally, please state: • the date from which they do will rank equally with other fully paid • the extent to which they ordinary shares of the Company. 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 Nil 6 Purpose of the issue The Options are issued as part of the (If issued as consideration for remuneration of the employee. the acquisition of assets, clearly 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 2 November 2016 resolution under rule 7.1A was passed 6c Number of[+] securities issued 2,000,000 Options without security holder approval under rule 7.1
- See chapter 19 for defined terms.
Appendix 3B Page 2
04/03/2013
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 +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) |
Nil | Nil |
|---|---|---|
| Nil | ||
| Nil | ||
| 20 March 2017 | ||
| Number | +Class | |
| 375,157,803 | Fully paid ordinary shares. |
- See chapter 19 for defined terms.
Appendix 3B Page 3
04/03/2013
32018530v1
Appendix 3B New issue announcement
Number +Class 9 Number and +class of all 21,000,000 Unlisted Options +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a No change to existing policy
- 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Part 2 - Pro rata issue
-
11 Is security holder approval required?
-
12 Is the issue renounceable or nonrenounceable?
-
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 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 4
04/03/2013
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 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 5
04/03/2013
32018530v1
Appendix 3B New issue announcement
-
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
(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
04/03/2013
Appendix 3B New issue announcement
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 7
04/03/2013
32018530v1
Appendix 3B New issue announcement
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.
==> picture [81 x 50] intentionally omitted <==
Sign here: ............................................................ Date: 20 March 2017 Company Secretary Print name: Jutta Zimmermann
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 8
04/03/2013
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 Amended 04/03/13
Part 1
| Part 1 | Part 1 |
|---|---|
| Rule 7.1 – Issues exceeding 15% of capital | |
| Step 1: Calculate “A”, the base figure from which the placement capacity is calculated |
|
| Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue |
342,954,486 |
| Addthe 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 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 |
33,936,651 |
| Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period |
1,733,334 |
| “A” | 375,157,803 |
- See chapter 19 for defined terms.
Appendix 3B Page 9
04/03/2013
32018530v1
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 | 56,273,670 |
| 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 |
3,000,000 |
| “C” | 3,000,000 |
| 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 |
56,273,670 |
| Subtract“C” Note: number must be same as shown in Step 3 |
3,000,000 |
| Total[“A” x 0.15] – “C” | 53,273,670 [Note: this is the remaining placement capacity under rule 7.1] |
- See chapter 19 for defined terms.
Appendix 3B Page 10
04/03/2013
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
| Part 2 | 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 |
375,157,803 |
| Step 2: Calculate 10% of “A” | |
| “D” | 0.10 Note: this value cannot be changed |
| Multiply“A” by 0.10 | 37,515,780 |
| Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that 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 |
Nil |
| “E” | Nil |
- See chapter 19 for defined terms.
Appendix 3B Page 11
04/03/2013
32018530v1
Appendix 3B New issue announcement
| 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 |
37,515,780 |
| Subtract“E” Note: number must be same as shown in Step 3 |
Nil |
| Total[“A” x 0.10] – “E” | 37,515,780 Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
Appendix 3B Page 12
04/03/2013