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RAIDEN RESOURCES LIMITED — Capital/Financing Update 2013
Jun 30, 2013
65675_rns_2013-06-30_07aa9d18-9697-47cf-92bd-72c8697bc08b.pdf
Capital/Financing Update
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ASX Announcement Monday 1 July 2013
Acquisition of 100% ownership of DMST Pty Ltd (DMST) and Harness Master Wiring Systems (NSW) Pty Ltd (HMWS)
SubZero has completed the acquisition of the 26% shareholding in HMWS and DMST not previously owned by SZG for a purchase price of $809,000 paid as to $659,000 in cash and $150,000 by the issue of 600,000 SZG shares at 25¢ per share.
HMWS and DMST are part of the SZG Mining Services Division.
The shares in HMWS and DMST were acquired from entities associated with the current Operations Manager of the Mechanical Services Division.
HMWS and DMST operate from newly leased premises at Rutherford and are engaged in:
- (a) servicing, repair, maintenance and refurbishment of mining infrastructure equipment and vehicles; and
- (b) designing and manufacturing industry leading electrical harness equipment for mining and road going vehicles and the award winning hydraulic isolator products.
These capabilities enable SZG to provide a unique coverage to customers in the Hunter Valley coal mining region with locations at Muswellbrook, Mt Thorley and Rutherford.
ENDS
For further information: Scott Farrell Managing Director SubZero Group Limited Phone: 6540 9400 Mobile: 0438 251 699
About SubZero Group Limited
The SubZero Group carries on an established and profitable mining service business based in the Hunter Valley, New South Wales. Its clients are almost exclusively involved in the Hunter Valley thermal coal mining industry. SubZero Group's services include mining project support, equipment hire, offsite engineering and fabrication, onsite machining, field services and heavy machinery repairs. SubZero has a presence in over 25 coal mines and over 90 clients including Rio Tinto, BHP Billiton and Xstrata. Further information can be found at the SubZero website: http://subzeroservices.com.au
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
SubZero Group Limited
ABN
69 009 161 522
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
Ordinary shares
600,000
- 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)
Fully paid ordinary shares
+ See chapter 19 for defined terms.
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
5 Issue price or consideration 25 cents per share
Yes – Ordinary shares
6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
The securities were issued as part consideration for the acquisition by Subzero Holdings Pty Limited (a wholly owned subsidiary of the Company) of 26 fully paid ordinary shares in the capital of Harness Master Wiring Systems (NSW) Pty. Ltd ACN 153 272 103 (being 26% of the total issued shares in the capital of that company not already owned by Subzero Holdings Pty Limited).
- 6a Is the entity an +eligible entity 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 The Company obtained security holder approval under rule 7.1A on 23 October 2012. However, on 12 March 2013, the Company obtained security holder approval for a change in nature and scale of activities under rule 11.1.2. Under rule 7.1A.1(b), the rule 7.1A security holder approval automatically expired on 12 March 2013.
- 6b The date the security holder resolution under rule 7.1A was passed
- 6c Number of +securities issued without security holder approval under rule 7.1
23 October 2012
N/A – See item 6a
+ See chapter 19 for defined terms.
- 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)
| Number | +Class |
|---|---|
| 165,900,455 | Ordinary shares |
N/A – See item 6a
N/A – See item 6a
N/A – See item 6a
N/A – See item 6a
N/A – See item 6a
N/A – See item 6a
1 July 2013
- See chapter 19 for defined terms.
9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
| Number | +Class |
|---|---|
| Nil | |
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
No change
Part 2 - Pro rata issue
| 11 | Issecurityholderapprovalrequired? | N/A |
|---|---|---|
| 12 | Is the issue renounceable or nonrenounceable? | |
| 13 | Ratio in which the +securitieswill be offered | |
| 14 | +Class of +securities to which theoffer relates | |
| 15 | +Recorddatetodetermineentitlements | |
| 16 | Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements? | |
| 17 | Policy for deciding entitlementsin relation to fractions | |
| 18 | Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments | |
| Note: Security holders must be told how theirentitlements are to be dealt with. | ||
| Cross reference: rule 7.7. | ||
+ See chapter 19 for defined terms.
- 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

| ______________________________________ | ||
|---|---|---|
| 1989 - Andrea Andrew Maria (h. 1989). | ||
| 1989 - Johann Stoff, deutscher Stoff, der Stoff, der Stoff, der Stoff, der Stoff, der Stoff, der Stoff, der S | ||
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04/03/2013 Appendix 3B Page 5
+ See chapter 19 for defined terms.
| balance? | ||
|---|---|---|
| 32 | How do security holders disposeof their entitlements (except bysale through a broker)? | |
| 33 | +Issuedate | |
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
| documents | Tick to indicate you are providing the information or |
|---|---|
| 35 | If the +securities are +equity securities, the names of the 20 largest holders of theadditional +securities, and the number and percentage of additional +securitiesheld 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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over |
| 37 | A copy of any trust deed for the additional +securities |
+ See chapter 19 for defined terms.
Entities that have ticked box 34(b)
| 38 | Number of +securities for which+quotation is sought | ||
|---|---|---|---|
| 39 | +Class of +securities for whichquotation is sought | ||
| 40 | Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities? | ||
| If the additional +securities donot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment | |||
| 41 | Reason for request for quotationnow | ||
| Example: In the case of restricted securities, endof restriction period | |||
| (if issued upon conversion ofanother +security, clearly identifythat other +security) | |||
| Number | +Class | ||
| 42 | +classNumberandofall |
+securities quoted on ASX (including the +securities in clause 38)
| Number | T 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: 1 July 2013.
(Director/Company secretary)
Print name: Andrew J Cooke
+ See chapter 19 for defined terms.