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RAGNAR METALS LIMITED — Capital/Financing Update 2017
Oct 17, 2017
65660_rns_2017-10-17_31f42369-3f4b-49c8-99ef-87cf376fd04a.pdf
Capital/Financing Update
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18 October 2017
CAPITAL RAISING CLOSURE / APPENDIX 3B
Drake Resources Limited (Company) is pleased to confirm that the Prospectus dated 30 June 2017 and Supplementary Prospectus dated 7 September 2017 (together the Prospectus) closed on 13 October 2017. The Prospectus was fully subscribed, raising a total of $1,750,000.
The Company is now working on the ASX's reinstatement conditions. The Company is confident of being able to satisfy the conditions for reinstatement and looks forward to updating the market shortly.
An Appendix 3B is attached to this 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, 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 Fully Paid Ordinary Shares
- 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)
- 4 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
175,000,000 Fully Paid Ordinary Shares
Fully Paid Ordinary Shares
Yes
5 Issue price or consideration $0.01 per Fully Paid Ordinary Share
+ See chapter 19 for defined terms.
| 6 | Purpose of the issue(Ifissuedasconsiderationfortheacquisition of assets, clearly identify thoseassets) | 175,000,000 Ordinary Shares issued pursuant to aProspectus dated 20 June 2017 as supplemented by aSupplementary Prospectus dated 7 September 2017 andapproved by Shareholders at the AGM held 5 April 2017and at a subsequent General Meeting held on 10October 2017.The issue comprised of a Priority Offer, Top Up Offerand Public Offer and was made as part of the Company'sproposed recapitalisation. |
|---|---|---|
| 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 | N/A |
| 6d | Number of +securities issued with securityholder approval under rule 7.1A | N/A |
| 6e | Number of +securities issued with securityholder approval under rule 7.3, or anotherspecific security holder approval (specifydate of meeting) | N/A |
| 6f | Number of +securities issued under anexception in rule 7.2 | N/A |
| 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. | N/A |
| 6h | If +securities were issued under rule 7.1A fornon-cash consideration, state date on whichvaluation of consideration was released toASX Market Announcements | N/A |
| 6i | Calculatetheentity'sremainingissuecapacity under rule 7.1 and rule 7.1A –complete Annexure 1 and release to ASXMarket Announcements | 7.146,882,8737.1AN/A |
| 7 | +Issue dates7 | 17 October 2017 |
| Note: 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. |
- See chapter 19 for defined terms.
- 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)
| +Class |
|---|
| Ordinary Shares |
| +Class |
| 3 cent Options, expiring05/05/2021 |
| 2 cent Options, expiring08/06/2021 |
| 3 cent Options, expiring08/06/2021 |
| 2 cent Options, expiring13/06/2021 |
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 be offered | 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 documentsNote: Security holders must be told how their entitlements areto be dealt with.Cross reference: rule 7.7. | N/A |
| 19 | Closing date for receipt of acceptances orrenunciations | N/A |
| 20 | Names of any underwriters | N/A |
| 21 | Amountofanyunderwritingfeeorcommission | N/A |
| 22 | Names of any brokers to the issue | N/A |
N/A
- See chapter 19 for defined terms.
| 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 security holders'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 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
Entities that have ticked box 34(b)
| 38 | Number of +securities for which +quotationis sought | N/A |
|---|---|---|
| 39 | +Class of +securities for which quotation issought | N/A |
| 40 | Do the +securities rank equally in allrespects from the +issue date with anexisting +class of quoted +securities?If the additional +securities do not rankequally, please state:the date from which they dothe extent to which they participate forthe next dividend, (in the case of a trust,distribution) or interest paymentthe extent to which they do not rankequally, other than in relation to thenext dividend, distribution or interestpayment | N/A |
| 41 | Reason for request for quotation nowExample: In the case of restricted securities, end of restrictionperiod(if issued upon conversion of another | N/A |
| +security,clearlyidentifythatother+security) |
42 Number and +class of all + securities quoted on ASX (including the + securities in clause 38)
| Number | +Class |
|---|---|
| N/A | N/A |
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
+ See chapter 19 for defined terms.
- 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: 18 October 2017
Print name: JULIA BECKETT 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 capitalSTEP 1: Calculate "A", the base figure from which the placement capacity is calculated | |||
|---|---|---|---|
| Add the following: | |||
| Number of fully paid ordinary securities issued in that 12 monthperiod under an exception in rule 7.2 | 110,500,000 shares as approved atAGM on 5 April 2017 (converting loanshares) | ||
| Number of fully paid ordinary securities issued in that 12 monthperiod with shareholder approval | 20,000,000sharesas approved atAGM on 5 April 2017 (payments tocreditors of the company) | ||
| Number of partly paid ordinary securities that became fully paid inthat 12 month period | 175,000,000 shares as approved atAGM on 5 April 2017 (placementshares to be issued pursuant to aProspectus,asoutlinedinthisAppendix) | ||
| 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 during | |||
| that 12 month period | |||
| "A" | 311,770,490 | ||
| STEP 2: Calculate 15% of "A" | |||
| "B" | 0.15 | ||
| [Note: this value cannot be changed] | |||
| Multiply " A " b y 0 . 1 5 | 46,765,574 | ||
| 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 in | 665,334 Ordinary Shares – Collateral | ||
| that 12 month period not counting those issued: | Shares issued 22 December 2016 | ||
| Under an exception in rule 7.2 | 116,666 Ordinary Shares – Funding | ||
| Under rule 7.1A | Fee Facility issued 11 April 2017 | ||
| 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 |
+ See chapter 19 for defined terms.
| "C" | 782,000 | |
|---|---|---|
| Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1 | ||
| " A " x 0 . 1 5 | 46,765,574 | |
| Note: number must be same as shown in Step 2 | ||
| Subtract "C" | 782,000 | |
| Note: number must be same as shown in Step 3 | ||
| Total [ " A " x 0 . 1 5 ] – " C " | 45,983,574 | |
| [Note: this is the remaining placement capacityunder 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 " b y 0 . 1 0 | 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 7.1ANotes: 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 Part1), 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 | N/A |
| "E" | nil |
| Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A | |
| " A " x 0 . 1 0 | 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 . 1 0 ] – " E " | nil |
| [Note: this is the remaining placement capacityunder rule 7.1A] |