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QX RESOURCES LIMITED — Capital/Financing Update 2011
Feb 14, 2011
65654_rns_2011-02-14_35ad4ce0-f224-4da6-bbdc-aeb6ad941349.pdf
Capital/Financing Update
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15 Februar y 2011
Manager o f Company A nnouncements ASX Limite d Exchange Centre 20 Bridge S t reet SYDNEY N S W 2001
Black Mountain Resources Limited
Black Mou n tain Resour c es Limited ( ASX Code: B MZ) (the "C o mpany") a d vises that:
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The Company has settled t he Tenem e nt Sale Ag r eement of tenements E36/563, E37/834 an d E37/ 9 50 with t h e Compan y and Liber t y Resource s Limited, R hodes Res o urces Pty L td and th e Com p any’s subs i diary Futur e Energy P t y Ltd, pursuant to th e Tenement Sale Agreement date d 25 N o vember 2010 and the Company h as includin g the paym e nt of $50, 0 00, issued a nd allotte d 312, 5 00 fully pai d ordinary s h ares to the v endors as c onsideratio n .
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The f ollowing ta b le gives a summary of t he number of securities subject to escrow an d the escro w peri o d applied t o them.
| Categ ory |
No. of Securities |
Securities to Escrow Subject |
Pe riod of Escr ow |
|---|---|---|---|
| Ordin Issue Capit ary Fully d to Un alists Paid Sha related Se res ed |
6,000,000 | 5, 400,000 |
22 (1 November 2 Months F 2011 rom Issue) |
| Ordin Issue Capit ary Fully d to R alists Paid Sha elated Se res ed |
2,600,001 | 2, 340,000 |
24 Q Months Fr uotation on om Official ASX |
| Ordin Issue ary Fully d to Unrelat Paid Sha ed Vendors res |
312,500 | 312,500 | 9 (1 February 20 2 Months F 12 rom Issue) |
| Ordin Issue ary Fully d to Promot Paid Sha ers res |
150,000 | 135,000 | 24 Q Months Fr uotation on om Official ASX |
| Unlist $0.30 to Dir ed Options on or befo ectors Exercisable re 15/11/20 at 15 |
2,000,000 | 2, 000,000 |
24 Q Months Fr uotation on om Official ASX |
Black Mountain Resources Limit e d ACN 147 106 9 7 4 945 Wellington Street, West Perth WA 6005 Telephone: +61 8 9322 7600 www.blackmountainresources.com.au | info@blackmountainr e sources.com.au
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The full terms of the Company's unlisted options on issue are attached.
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An updated pro forma balance sheet based on the actual amount of funds raised pursuant to the Prospectus is set out below.
BLACK MOUNTAIN RESOURCES LIMITED STATEMENT OF FINANCIAL POSITION AS AT 30 NOVEMBER 2010
| Current Assets Cash Total Current Assets Non‐Current Assets Mining Tenements Total Non‐Current Assets Total Assets Total Liabilities Net Assets Equity Issued Capital Option Premium Reserve Accumulated Losses Total Equity |
Unaudited 30 November 10 Pro‐forma transactions Pro‐forma Actual $ $ $ 175,001 3,375,000 3,550,001 |
|---|---|
| 175,001 3,375,000 3,550,001 |
|
| ‐ 112,500 112,500 |
|
| ‐ 112,500 112,500 |
|
| 175,001 3,487,500 3,662,501 |
|
| ‐ ‐ ‐ |
|
| 175,001 3,487,500 3,662,501 |
|
| 175,001 3,487,500 3,662,501 24,000 ‐ 24,000 (24,000) ‐ (24,000) |
|
| 175,001 3,487,500 3,662,501 |
Notes:
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(i) The issue of 18,750,000 fully paid ordinary shares in Black Mountain at an issue price of $0.20 each to raise $3,750,000 (“the Capital Raising”);
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(ii) The costs associated with the Capital Raising are $325,000. These costs have been netted against share capital issued; and
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(iii) The payment of $50,000 plus the issue of 312,500 vendor shares as consideration for purchase of the tenements under the Tenement Sale Agreement.
Black Mountain Resources Limited ACN 147 106 974 945 Wellington Street, West Perth WA 6005 Telephone: +61 8 9322 7600 www.blackmountainresources.com.au | [email protected]
- An updated pro forma stat e ment of c o mmitment s based on the actual a mount of f unds raise d purs u ant to the P rospectus i s set out bel o w.
| Expen diture |
Y ear One |
Year T wo |
|---|---|---|
| Proje ct evaluatio n,exploratio n and acqui sition costs |
1,450, 000 |
550,000 |
| Ident ifyand evalu ate new res ource oppo rtunities |
100, 000 |
150,000 |
| Expen ses of issue |
325, 000 |
‐ |
| Admi nistration co sts and una llocated wor kingcapital |
395, 000 |
355,000 |
| Total | 2,270, 000 |
1,055,000 |
For and on behalf of th e Board
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Rebecca Sandford Company Secretary
Black Mountain Resources Limit e d ACN 147 106 9 7 4 945 Wellington Street, West Perth WA 6005 Telephone: +61 8 9322 7600 www.blackmountainresources.com.au | info@blackmountainr e sources.com.au
Unlisted Option Terms
The Options entitle the holder to subscribe for Shares on the following terms and conditions:
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(a) Each Option gives the Optionholder the right to subscribe for one Share.
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(b) The Options will expire 5 years after the date of issue ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
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(c) The amount payable upon exercise of each Option will be $0.30 ( Exercise Price ).
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(d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
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(e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
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(i) a written notice of exercise of Options specifying the number of Options being exercised; and
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(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,
( Exercise Notice ).
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(f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
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(g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
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(h) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
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(i) The Company will not apply for quotation of the Options on ASX. The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
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(j) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
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(k) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
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(l) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.
Black Mountain Resources Limited ACN 147 106 974 945 Wellington Street, West Perth WA 6005 Telephone: +61 8 9322 7600 www.blackmountainresources.com.au | [email protected]
- (m) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.
Black Mountain Resources Limited ACN 147 106 974 945 Wellington Street, West Perth WA 6005 Telephone: +61 8 9322 7600 www.blackmountainresources.com.au | [email protected]