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RAIDEN RESOURCES LIMITED Capital/Financing Update 2017

Nov 13, 2017

65675_rns_2017-11-13_5cc10e7d-efda-4fce-84c7-45f28181295c.pdf

Capital/Financing Update

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ACN 009 161 522

13 November 2017

A.C.N 009 161 522 LIMITED (Formerly Subzero Group Limited) COMPLETES INTERIM CAPITAL RAISING

A.C.N 009 161 522 Limited (Formerly Subzero Group Limited) (ASX: SZG) (''the 'Company') is pleased to announce it has completed a placement to raise a total of $640,000 ('Placement').

The Placement comprises:

  • 32 million shares at an issue price of $0.02 per share ('New Shares'); and
  • 32 million free-attaching options, with an exercise price of $0.02 per share and expiring 3 years after their issue ('New Options').

The placement was made to investors qualifying under Section 708 of the Corporations Act.

The issue of New Options is subject to shareholder approval at a meeting of the Company's shareholders. Following their issue, the New Options may be subject to escrow. The issue of the New Shares was previously approved by shareholders on 8 September 2017.

The Company intends to use funds raised by the Placement to repay the loaned funds used to effectuate the deed of company arrangement and provide working capital.

The Company is currently in advanced negotiations in relation to a transaction that the Company expects will, subject to shareholder approval, facilitate re-compliance with Chapters 1 and 2 of the ASX listing rules and allow the Company's shares to re-commence trading on the ASX.

The Company will update the market in accordance with its continuous disclosure obligations once a binding contract has been executed.

Detailed information about the New Options and the proposed re-compliance transaction (if a binding contract is executed) will be set out in the relevant notice of meeting to be provided to shareholders in respect of the general meeting seeking approval for the issue of the New Options and the proposed re-compliance transaction.

CONTACT

For corporate matters, please contact joint corporate advisors:

Faldi Ismail Email:

+61 8 9486 7244

[email protected] Email: [email protected]

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

A.C.N 009 161 522 LIMITED (FORMERLY SUBZERO GROUP LIMITED)

ABN

98 009 161 522

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 1. 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)
  1. 32,000,000

  2. Fully paid ordinary shares

+ See chapter 19 for defined terms.

4 +securities rank equally in allDo the+issuerespects from thedate with an+class+securities?existingof quoted+securities do not rankIf the additionalequally, please state:the date from which they dothe extent to which they participatefor the next dividend, (in the case ofa trust, distribution) or interestpaymentthe extent to which they do not rankequally, other than in relation to thenextdividend,distributionor 1. Yes–fully paid ordinary shares will rankequally with existing quoted fully paidordinary shares.
5 interest paymentIssue price or consideration 1. $0.02each.
6 Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets) 1. Shareplacementtoaccessupto$640,000for working capital.
6a +eligible entity that hasIs the entity anobtainedsecurityholderapprovalunder rule 7.1A? No
If Yes, complete sections 6b–6h+securities the subject ofrelation to thethis Appendix 3B, and comply withsection 6i in
6b The date the security holder resolutionunder rule 7.1A was passed N/A
6c +securities issued withoutNumber ofsecurity holder approval under rule 7.1 Nil
6d +securitiesNumberofissuedwithsecurity holder approval under rule7.1A Nil
6e +securitiesNumberofissuedwithsecurity holder approval under rule 7.3,oranotherspecific security holderapproval (specify date of meeting) Nil

+ See chapter 19 for defined terms.

  • 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)
  • 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
  • 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Number +Class
40,430,796 Fully Paid Ordinary Shares

N/A

Nil

N/A

N/A

N/A

10 November 2017

+ See chapter 19 for defined terms.

Part 2 - Pro rata issue – Not Applicable

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) – questions 38-42 not applicable

+ 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: 13/ 11/ 2017 (Director/Company secretary)

Ms Kyla Garic

Print name: .........................................................

+ See chapter 19 for defined terms.

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
Step1: Calculate "A", the base figure from which the placementcapacity is calculated
+ordinaryN/Anumber of fully paidInsertsecurities on issue 12 months beforethe+issue date ordate of agreement to issue
the following:Add
+ordinary securities•Number of fully paidissued in that 12 month period under anexception in rule 7.2 N/A
+ordinary securities•Number of fully paidissued in that 12 month period withshareholder approval
+ordinary•Number of partly paidsecurities that became fully paid in that12 month period
Note:•Include only ordinary securities here–other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
+ordinaryN/Athe number of fully paidSubtractsecurities cancelled during that 12 monthperiod
"A" N/A

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be changed]
"A" by 0.15Multiply N/A
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
+equity securities issuednumber ofInsertor agreed to be issued in that 12 monthperiodnot countingthose issued:
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4 N/A
Note:•This applies to equity securities, unlessspecifically excluded–not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A"x 0.15 N/A
Note: number must be same as shown inStep 2
"C"Subtract N/A
Note: number must be same as shown inStep 3
Total["A" x 0.15]–"C" N/A
[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A–Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A" N/A
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D" 0.10
Note: this value cannot be changed
"A" by 0.10Multiply
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
+equity securities issuednumber ofInsertor agreed to be issued in that 12 monthperiod under rule 7.1A N/A
Notes:•This appliesto equity securities–notjust ordinary securities•Include here–if applicable–thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1),or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E" N/A

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10 N/A
Note: number must be same as shown inStep 2
"E"Subtract N/A
Note: number must be same as shown inStep 3
["A" x 0.10]–"E"Total N/A
Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.