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REDIVIUM LIMITED — Capital/Financing Update 2017
Dec 10, 2017
65703_rns_2017-12-10_4df9b350-7b66-4a4f-a088-aa5dee7c0dbc.pdf
Capital/Financing Update
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11 December 2017
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ASX & MEDIA ANNOUNCEMENT
Oversubscribed Capital Raising
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∂ $3.6 Million raised at issue price of 1.27 cents per share pursuant to Share Purchase Plan (SPP) and Placement
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∂ SPP and Placement shares to be issued simultaneously by close of business today
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∂ Funds will be allocated to exploration for lithium at Forrestania / Mt Holland, due diligence on potential acquisitions and working capital
Hannans Ltd (ASX:HNR) (Hannans or the Company) is pleased to announce completion of an oversubscribed $3.6 million capital raising at an issue price of 1.27 cents per share.
The issue price for the SPP and Placement shares is equal to a 20% discount applied to the volume weighted average share price (VWAP) of Hannans for the five days prior to (and including) Monday, 4 December 2017. Hannans would like to acknowledge the large number of Hannans shareholders that participated in the SPP and Placement and welcome new shareholders introduced by leading financial institutions Arlington Group Asset Management and Euroz Securities.
As previously disclosed funds from the capital raising will be used to:
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(a) continue exploration for lithium at Forrestania in Western Australia near the Earl Grey lithium project being developed by the world’s largest producer of lithium, New York Stock Exchange listed SQM and emerging Australian mining company ASX listed Kidman Resources Ltd;
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(b) pay costs associated with due diligence on potential acquisitions; and
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(c) for general working capital purposes.
The updated capital structure for the Company is as follows:
| listed SQM and emerging Australian mining company ASX listed Kidman R (b) pay costs associated with due diligence on potential acquisitions; and (c) for general working capital purposes. The updated capital structure for the Company is as follows: |
esources Ltd; |
|---|---|
| Ordinary Fully Paid Shares listed on the ASX | 1,976,142,038 |
| Unlisted Options exercisable at 0.4 cents on or before 3 June 2018 | 4,162,500 |
| Unlisted Options exercisable at 0.5 cents on or before 20 November 2018 | 7,850,001 |
| Unlisted Options exercisable at 2.9 cents on or before 20 November 2019 | 12,016,664 |
| Unlisted Options exercisable at 2.7 cents on or before 15 September 2020 | 21,155,848 |
| Unlisted Options exercisable at 2.6 cents on or before 27 October 2020 | 28,000,000 |
| Unlisted Options exercisable on or before 27 October 2021 | 28,000,000 |
| exercise price calculated from the VWAP for the five (5) trading days before | |
| and five (5) trading days after 27 October 2018 PLUS a premium of 50% | |
| Unlisted Options exercisable on or before 27 October 2022 | 28,000,000 |
| exercise price calculated from the VWAP for the five (5) trading days before | |
| and five (5) trading days after 27 October 2019 PLUS a premium of 50% |
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LIMITED
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An Appendix 3B Application for Quotation of Additional Securities is attached.
For further information, please contact:
Damian Hicks Executive Director +61 8 9324 3388 (T) [email protected] (E)
About Hannans Ltd
Hannans Ltd (ASX:HNR) is an exploration company with a focus on nickel, gold and lithium in Western Australia. Hannans’ flagship is the ‘Forrestania Project’ where it holds tenure squeezed between world class nickel sulphide mines and a globally significant hard rock lithium deposit. Hannans’ major shareholder is leading Australian specialty minerals company Neometals Ltd. Since listing on the ASX in 2003 Hannans has signed agreements with Vale Inco, Rio Tinto, Anglo American, Boliden, Warwick Resources, Cullen Resources, Azure Minerals, Neometals, Tasman Metals, Grängesberg Iron, Lovisagruvan and Montezuma Mining Company. Shareholders at various times since listing have included Rio Tinto, Anglo American, OM Holdings, Craton Capital and BlackRock. For more information, please visit www.hannansreward.com.
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Figure 1: Location Map showing Hannans’ Forrestania Project and Queen Victoria Rocks Project and Lake Johnston Joint Venture Project (Hannans free-carried)
2 | Page
Appendix 3B New issue 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, 04/03/13
Name of entity
HANNANS LTD
ABN
52 099 862 129
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) Fully paid ordinary shares. | ||
| 2 | Number of+securities issued or to be issued | (1) 127,480,231 shares issued under the Share |
| (if known) or maximum number which may be | Purchase Plan (SPP) announced to ASX on 7 | |
| issued | November 2017. | |
| (2) 157,687,913. | ||
| 3 | Principal terms of the+securities (e.g. if | (1) Fully paid ordinary shares. |
| options, exercise price and expiry date; if | (2) Fully paid ordinary shares. | |
| partly paid+securities, the amount outstanding | ||
| and due dates for payment; if+convertible | ||
| securities, the conversion price and dates for | ||
| conversion) |
- See chapter 19 for defined terms. 04/03/2013
Appendix 3B Page 1
Appendix 3B New issue announcement
| 4 | Do the+securities rank equally in all respects | (1) | Yes. |
|---|---|---|---|
| from the+issue date with an existing+class of | (2) | Yes. | |
| 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 | 1.27 cents per share. The issue price is a 20% discount to the volume weighted average price (VWAP) of Hannans |
|
| shares in the five days prior to SPP closing (including the | |||
| closing date). | |||
| 6 | Purpose of the issue | (1) | Share Purchase Plan (SPP). |
| (If issued as consideration for the acquisition of assets, clearly identify those assets) |
(2) | Shortfall SPP Placement shares issued to sophisticated investors pursuant to the SPP announced to ASX on 7 November 2017. |
|
| 6a | Is the entity an+eligible entity that has | Yes. | |
| 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 | |||
| 6b | The date the security holder resolution under | 27 October 2017. | |
| rule 7.1A was passed | |||
| 6c | Number of+securities issued without security | (2) | 207,598. |
| holder approval under rule 7.1 | |||
| 6d | Number of+securities issued with security | Nil. | |
| holder approval under rule 7.1A |
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Appendix 3B Page 2
Appendix 3B New issue announcement
| 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) |
Approved at the AGM held on 27 October 2017 (2) 157,480,315 (resolution 11). |
Approved at the AGM held on 27 October 2017 (2) 157,480,315 (resolution 11). |
|---|---|---|
| (1) 127,480,231 fully paid ordinary shares. | ||
| N/A. | ||
| N/A. | ||
| 11 December 2017. | ||
| Number | +Class | |
| 1,976,142,038 | Fully paid ordinary shares. |
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Appendix 3B Page 3
Appendix 3B New issue announcement
| 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 |
|---|---|---|
| 7,850,001 12,016,664 4,162,500 21,155,848 28,000,000 28,000,000 28,000,000 |
Options exercisable at $0.005 each on or before 20 Nov 2018. Options exercisable at $0.029 each on or before 20 Nov 2019. Options exercisable at $0.004 each on or before 3 Jun 2018. Options exercisable at $0.027 each on or before 15 Sep 2020. Options exercisable at $0.026 each on or before 27 Oct 2020. Options exercisable on or before 27 Oct 2021. Exercise price calculated from the VWAP for the five (5) trading days before and five (5) trading days after 27 October 2018 PLUS a premium of 50%. Options exercisable on or before 27 Oct 2022. Exercise price calculated from the VWAP for the five (5) trading days before and five (5) trading days after 27 October 2018 PLUS a premium of 50%. |
|
| N/A. |
Part 2 ─ Pro rata issue
11 Is security holder approval required?
12 Is the issue renounceable or nonrenounceable?
13 Ratio in which the[+] securities will be offered
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Appendix 3B New issue announcement
| 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commissio 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 |
|
|---|---|
| n | |
| . |
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Appendix 3B Page 5
Appendix 3B New issue announcement
| 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 balance? | |
| 32 | How do security holders dispose of their |
| entitlements (except by sale through a | |
| broker)? | |
| 33 | +Issue date |
Part 3 ─ Quotation of securities
You need only complete this section if you are applying for quotation of securities
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34 Type of[+] securities (tick one)
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(a) +Securities – described in Part 1 X
-
(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
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Appendix 3B Page 6
Appendix 3B New issue announcement
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) Number +Class
42 Number and[+] class of all[+] securities quoted on ASX ( including the[+] securities in clause 38)
- See chapter 19 for defined terms. 04/03/2013
Appendix 3B Page 7
Appendix 3B New issue announcement
Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted[+] quotation.
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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
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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.
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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.
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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.
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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: (Director/ ~~Company secretary)~~
Date: 11 December 2017
Print name: Damian Hicks
== == == == ==
- See chapter 19 for defined terms. 04/03/2013
Appendix 3B Page 8
Appendix 3B New issue announcement
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
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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 months before the [+] issue date or date of 1,679,363,603
agreement to issue
Add the following
• Number of fully paid [+] ordinary securities 8,333,334 fully paid ordinary shares.
issued in that 12 month period under an
127,480,231 fully paid ordinary shares
exception in rule 7.2 –
pursuant to the Company's SPP.
(subject of this Appendix 3B)
• Number of fully paid [+] ordinary securities 157,480,315 fully paid ordinary shares.
issued in that 12 month period with (subject of this Appendix 3B)
–
shareholder approval approved at the AGM held on 27 October 2017
• Number of partly paid [+] ordinary securities N/A.
that became fully paid in that 12 month period
Note:
• Include only ordinary securities here – other classes
of equity securities cannot be added
• Include here (if applicable) the securities the subject
of the Appendix 3B to which this form 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
N/A.
cancelled during that 12 month period
“A” 1,972,657,483
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Appendix 3B Page 9
Appendix 3B New issue announcement
Step 2: Calculate 15% of “A”
0.15 “B” [Note: this value cannot be changed] Multiply “A” by 0.15 295,898,622
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 3,276,957 fully paid ordinary shares to be issued in that 12 month period not counting escrowed until 31 August 2017 those issued:
| Step 2: Calculate 15% of “A” | Step 2: Calculate 15% of “A” |
|---|---|
| “B” | 0.15 [Note: this value cannot be changed] |
| Multiply“A” by 0.15 | 295,898,622 |
| Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used |
|
| Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_ those issued: |
3,276,957 fully paid ordinary shares escrowed until 31 August 2017 |
| • 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 ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items |
207,598 fully paid ordinary shares (subject of this Appendix 3B) |
| “C” | 3,484,555 |
| Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 |
|
| “A” x 0.15 Note: number must be same as shown in Step 2 |
295,898,622 |
| Subtract"C" Note: number must be same as shown in Step 3 |
(3,484,555) |
| Total[“A” x 0.15] – “C” | 292,414,067 [Note: this is the remaining placement capacity under rule 7.1] |
- See chapter 19 for defined terms. 04/03/2013
Appendix 3B Page 10
Appendix 3B New issue announcement
Part 2
| Part 2 | 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” Note: number must be same as shown in Step 1 of Part 1 |
1,972,657,483 |
| Step 2: Calculate 10% of “A” | |
| “D” | 0.10 [Note: this value cannot be changed] |
| Multiply“A” by 0.10 | 197,265,748 |
| Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used |
|
| Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Note: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this 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 Note: number must be same as shown in Step 2 |
197,265,748 |
| Subtract"E" Note: number must be same as shown in Step 2 |
Nil. |
| Total[“A” x 0.10] – “E” | 197,265,748 [Note: this is the remaining placement capacity under rule 7.1A] |
- See chapter 19 for defined terms. 04/03/2013
Appendix 3B Page 11