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RAGNAR METALS LIMITED — Capital/Financing Update 2014
Jun 25, 2014
65660_rns_2014-06-25_bb36c09e-36c2-4e2f-b224-fdcb7a07d59e.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, and 04/03/13
Name of entity
DRAKE RESOURCES LIMITED
ABN
| 12 108 560 069 |
|---|
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 | 1.2. | Fully Paid Ordinary SharesOptions |
|---|---|---|---|
| 2 | Number of +securities issued or to beissued (if known) or maximum numberwhich may be issued | 1.2. | 23,349,9027,783,307 |
| 3 | Principal terms of the +securities (e.g. ifoptions, exercise price and expiry date; ifpartlypaid+securities,theamountoutstanding and due dates for payment; if+convertiblesecurities,theconversionprice and dates for conversion) | 1.2. | Fully Paid Ordinary SharesExercise price of 5 cents per Option expiring01/08/2015 |
| 4 | Do the +securities rank equally in allrespects from the +issue date with anexisting +class of quoted +securities? | 1.2. | YesNo – upon exercise of Option, resultant shares willrank equally in all respects |
| If the additional +securities do not rankequally, please state:•the date from which they do•the extent to which they participate forthe next dividend, (in the case of atrust, distribution) or interest payment•the extent to which they do not rankequally, other than in relation to thenext dividend, distribution or interestpayment |
+ See chapter 19 for defined terms.
APPENDIX 3B New issue announcement
| 5 | Issue price or consideration | 1.2.5 cents per Share2.Nil |
|---|---|---|
| 6 | Purpose of the issue(Ifissuedasconsiderationfortheacquisition of assets, clearly identify thoseassets) | 1.Entitlement Issue Shortfall2.Entitlement Issue Shortfall |
| 6a | Is the entity an +eligible entity that hasobtained security holder approval underrule 7.1A? | No |
| If Yes, complete sections 6b – 6h in relationto the +securities the subject of thisAppendix 3B, and comply with section 6i | ||
| 6b | The date the security holder resolutionunder rule 7.1A was passed | N/A |
| 6c | +securitiesNumberofissuedwithoutsecurity holder approval under rule 7.1 | |
| 6d | Number of +securities issued with securityholder approval under rule 7.1A | |
| 6e | Number of +securities issued with securityholder approval under rule 7.3, or anotherspecific security holder approval (specifydate of meeting) | |
| 6f | Number of +securities issued under anexception in rule 7.2 | |
| 6g | If +securities issued under rule 7.1A, wasissue price at least 75% of 15 day VWAP ascalculated under rule 7.1A.3? Include the+issue date and both values.Include thesource of the VWAP calculation. | |
| 6h | If +securities were issued under rule 7.1Afor non-cash consideration, state date onwhichvaluationofconsiderationwasreleased to ASX Market Announcements | |
| 6i | Calculatetheentity'sremainingissuecapacity under rule 7.1 and rule 7.1A –complete Annexure 1 and release to ASXMarket Announcements | 7.131,091,5607.1AN/A |
| 7 | +Issue datesNote: The issue date may be prescribed by ASX (refer to thedefinition of issue date in rule 19.12). For example, the issuedate for a pro rata entitlement issue must comply with theapplicable timetable in Appendix 7A.Cross reference: item 33 of Appendix 3B. | 26 June 2014 |
| +ClassNumber | ||
| 8 | Number and +class of all +securities quoted | 208,201,792Ordinary Shares |
| on ASX (including the +securities in section | 26,010,1537 cent Options | |
| 2 if applicable) | 17,340,1625 cent Options |
9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)
| +Class | |
|---|---|
| 30 cent Options to acquireone (1) share in the | |
| Company exercisable on orbefore 23/12/2014 | |
| 40 cent Options to acquireone (1) share in the | |
| company exercisable on orbefore 31/12/2014 | |
| 60 cent Options to acquireone (1) share in the | |
| company exercisable on orbefore 31/03/2015 | |
| 72 cent Options to acquireone (1) share in the | |
| company exercisable on orbefore 31/03/2016 | |
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? | N/A |
|---|---|---|
| 12 | Is the issue renounceable ornon-renounceable? | N/A |
| 13 | Ratio in which the +securities will beoffered | N/A |
| 14 | +Class of +securities to which the offerrelates | N/A |
| 15 | +Record date to determine entitlements | N/A |
| 16 | Will holdings on different registers (or subregisters) be aggregated for calculatingentitlements? | N/A |
| 17 | Policy for deciding entitlements in relationto fractions | N/A |
| 18 | Names of countries in which the entity hassecurity holders who will not be sent newoffer documents | N/A |
| Note: Security holders must be told how their entitlementsare to be dealt with.Cross reference: rule 7.7. | ||
| 19 | Closing date for receipt of acceptances orrenunciations | N/A |
| 20 | Names of any underwriters | N/A |
| 21 | Amountofanyunderwritingfeeorcommission | N/A |
- See chapter 19 for defined terms.
APPENDIX 3B New issue announcement
| 22 | Names of any brokers to the issue | N/A |
|---|---|---|
| 23 | Fee or commission payable to the broker tothe issue | N/A |
| 24 | Amount of any handling fee payable tobrokerswholodgeacceptancesorrenunciations on behalf of security holders | N/A |
| 25 | If the issue is contingent on securityholders' approval, the date of the meeting | N/A |
| 26 | Date entitlement and acceptance form andoffer documents will be sent to personsentitled | N/A |
| 27 | If the entity has issued options, and theterms entitle option holders to participateon exercise, the date on which notices willbe sent to option holders | N/A |
| 28 | Date rights trading will begin (if applicable) | N/A |
| 29 | Date rights trading will end (if applicable) | N/A |
| 30 | Howdosecurityholdersselltheirentitlements in full through a broker? | N/A |
| 31 | How do security holders sell part of theirentitlements through a broker and acceptfor the balance? | N/A |
| 32 | How do security holders dispose of theirentitlements (except by sale through abroker)? | N/A |
| 33 | +Issue date | N/A |
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
| 34 | (tick one) | Type of +securities |
|---|---|---|
| (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
N/A
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)
| N/A | |
|---|---|
| N/A | |
| N/A | |
| Number | +Class |
| N/A | N/A |
+ 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: 26 June 2014
Print name: JAY STEPHENSON
Company Secretary
== == == == ==
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 securities on issue 12 monthsbefore date of issue or agreement to issue | 104,040,588 | ||
| 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 shareholder approval | 104,040,588 | ||
| 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 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 of securities on different dates as separate line items | |||
| Subtract the number of fully paid ordinary securities cancelled duringthat 12 month period | |||
| "A" | 208,081,176 | ||
| STEP 2: Calculate 15% of "A" | |||
| "B" | 0.15[Note: this value cannot be changed] | ||
| Multiply "A" by 0.15 | 31,212,176 | ||
| STEP 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used | |||
| Insert number of equity securities issued or agreed to be issued inthat 12 month period not counting those issued: | 120,616 | ||
| 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 ordinarysecurities | |||
| • 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 of securities on different dates as separate line items | |||
| "C" | 120,616 | ||
| Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1 | |||
| "A" x 0.15 | 31,212,176 | ||
| Note: number must be same as shown in Step 2 |
+ See chapter 19 for defined terms.
| Subtract "C" | 120,616 |
|---|---|
| Note: number must be same as shown in Step 3 | |
| Total ["A" x 0.15] – "C" | 31,091,560 |
| [Note: this is the remaining placementcapacity under rule 7.1] |
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" | N/A | |
| 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 | N/A | |
| 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 inthat 12 month period under rule 7.1A | N/A | |
| Notes: | ||
| • This applies to equity securities – not just ordinary securities | ||
| • Include here – if applicable – the securities the subject of the Appendix 3B to whichthis 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 | |
| Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A | ||
| "A" x 0.10 | N/A | |
| Note: number must be same as shown in Step 2 | ||
| Subtract "E" | nil | |
| Note: number must be same as shown in Step 3 | ||
| Total ["A" x 0.10] – "E" | nil | |
| [Note: this is the remaining placementcapacity under rule 7.1A] |