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RENASCOR RESOURCES LIMITED Capital/Financing Update 2014

Jun 29, 2014

65723_rns_2014-06-29_66218b26-135e-407c-bda0-5c3dc5296153.pdf

Capital/Financing Update

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30 June 2014

RENASCOR COMPLETES +$1 MILLION CAPITAL RAISING

Renascor Resources Limited (ASX: RNU) advises that it has allotted 5,050,000 ordinary shares at a price of $0.05 per share, completing a placement (the Placement) raising a total of $584,500. The Placement completes a capital raising of $1,080,000, comprised of the funds raised under the Placement and an additional $495,500 raised under a Share Purchase Plan that closed on 27 May 2014.

Renascor intends to use these funds for drilling and other exploration activities at its Eastern Eyre project in South Australia's Olympic Dam copper belt.

Attached to this announcement is an ASX Appendix 3B - New Issue Announcement.

Bizzell Capital Partners Pty Ltd, an entity associated with Stephen Bizzell, Chairman of Renascor, acted as lead manager to the Placement.

Renascor's Managing Director David Christensen commented:

We greatly appreciate the support shown by our existing shareholders, and we welcome the new shareholders to Renascor. We would also like to highlight the participation of each of our directors in the Placement, demonstrating strong internal confidence in Renasor's forward prospects. The funds raised will be instrumental in helping us to accelerate drilling and other exploration work in Eastern Eyre in the upcoming quarter.

Background information

Renascor Resources is an Australian-based company focused on the discovery and development of economically viable deposits containing copper, gold, uranium and associated minerals. Renascor has an extensive tenement portfolio, holding interests in multiple projects in key mineral provinces of South Australia and the Northern Territory.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Mr David Christensen

Mr Angelo Gaudio

Managing Director

Company Secretary

+61 8 8363 6989 [email protected]

1

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

Renascor Resources Limited

ABN

90 135 531 341

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

5,050,000

  • 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)

Ordinary Shares fully paid, rank equally with existing ordinary shares.

+ See chapter 19 for defined terms.

4 Do the +securities rank equally inall respects from the +issue datewith an existing +classof quoted+securities? Yes.
If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
5 Issue price or consideration $0.05 per share
6 Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets) Placement proceeds will enable Renascor toacceleratedrillingandotherexplorationactivities at Renascor's Eastern Eyre project.
6a Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A? Yes
If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b Thedatethesecurityholderresolution under rule 7.1A waspassed 29November 2013
6c +securitiesNumberofissuedwithout security holder approvalunder rule 7.1 1,850,000
6d Number of +securities issued withsecurity holder approval under rule7.1A Nil
6e Number of +securities issued withsecurity holder approval under rule7.3, or another specific securityholder approval (specify date ofmeeting) 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)

Number +Class
136,400,000 Ordinary Shares

Nil

N/A

N/A

31,787,500

30 June 2014

  • See chapter 19 for defined terms.
Number +Class
9 +classNumberandofall+securities not quoted on ASX(including the +securities in section2 if applicable) Unlisted Options
Exercise Price Expiry
4,000,000 $0.24 31-Dec-14
700,000 $0.24 15-Dec-14
750,000 $0.24 17-Feb-15
750,000 $0.054 30-Apr-16
1,650,000 Unlisted Performance Rightsexpiring 30 June 2016

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A

Part 2 - Pro rata issue

11 Issecurityholderapprovalrequired? N/A
12 Is the issue renounceable or nonrenounceable? N/A
13 Ratio in which the +securities willbe offered N/A
14 +Class of +securities to which theoffer relates N/A
15 +Recorddatetodetermineentitlements N/A
16 Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements? N/A
17 Policy for deciding entitlements inrelation to fractions N/A
18 Names of countries in which theentity has security holders who willnot be sent new offer documents N/A
Note: Security holders must be told how theirentitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closingdateforreceiptofacceptances or renunciations N/A

+ See chapter 19 for defined terms.

Names of any underwriters N/A
Amount of any underwriting fee orcommission N/A
Names of any brokers to the issue N/A
Fee or commission payable to thebroker to the issue N/A
Amount of any handling fee payableto brokers who lodge acceptancesorrenunciationsonbehalfofsecurity holders N/A
If the issue is contingent on securityholders' approval, the date of themeeting N/A
Date entitlement and acceptanceform and offer documents will besent to persons entitled N/A
If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders N/A
Date rights trading will begin (ifapplicable) N/A
Date rights trading will end (ifapplicable) N/A
entitlementsinfullthroughabroker? N/A
How do security holders sell part oftheir entitlements through a brokerand accept for the balance? N/A
How do security holders sell their

+ See chapter 19 for defined terms.

32 How do security holders dispose oftheir entitlements (except by salethrough a broker)? N/A
33 +Issuedate 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 theadditional +securities, and the number and percentage of additional +securities held bythose 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 N/A
39 +Class+securitiesofforwhichquotation is sought 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 notrank equally, please state:the date from which they dotheextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest paymentthe extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment N/A
41 Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(ifissueduponconversionofanother +security, clearly identifythat other +security) N/A
42 Number and +class of all +securitiesquotedonASX(includingthe+securities in clause 38) NumberN/A +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: 30 June 2014 (Company secretary)

Print name: Angelo Gaudio

== == == == ==

+ 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
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue 114,800,000
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2 Nil
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval 6,640,000 Placement shares issued on 5May 2014.
Number of partly paid +ordinary•securities that became fully paid in that12 month period Nil 9,910,000 Share Purchase Plan sharesissued on 2 June 2014.
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added Nil
•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 3,200,000 Director Placement sharesissued on 30 June 2014(Approved at General Meeting ofShareholders held on 10 June2014).
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod Nil
"A" 134,550,000

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15 20,182,500
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
•Under an exception in rule 7.2 Nil
•Under rule 7.1A Nil
•With security holder approval under rule7.1 or rule 7.4 Nil
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 1,850,000 Placement Shares issued on 30June 2014
"C" 1,850,000
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15 20,182,500
Note: number must be same as shown inStep 2
Subtract "C" 1,850,000

Note: number must be same as shown in Step 3

Total ["A" x 0.15] – "C" 18,332,500 [Note: this is the remaining placement capacity 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" 134,550,000
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
Multiply "A" by 0.10 13,455,000
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A Nil
Notes:•This applies to 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" Nil

+ 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 13,455,000
Note: number must be same as shown inStep 2
Subtract "E" Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E" 13,455,000
Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.