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RENT.COM.AU LIMITED — Capital/Financing Update 2012
Sep 13, 2012
65722_rns_2012-09-13_a1615dcb-b675-48a6-8485-b0a0bf0aaf63.pdf
Capital/Financing Update
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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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
Select Exploration Limited
ABN
25 062 063 692
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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued |
(a) Fully paid ordinary shares (b) Options (c) Performance Shares (d) Performance Rights |
|---|---|
| (a) - Placement shares – up to 13,333,333 - Vendor shares – up to 16,250,000 (b) - Attaching Options – up to 6,666,667 - Incentive Options – 2,000,000 (c) - Class A – 25,000,000 - Class B – 25,000,000 (d) 600,000 |
- See chapter 19 for defined terms.
Appendix 3B Page 1
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Appendix 3B New issue announcement
| 3 Principal terms of the+securities (eg, 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 date of allotment 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 |
(a) Fully paid ordinary shares (b) - Attaching Options – exercisable at $0.35 on or before 30 September 2015 - Incentive Options – exercisable at $0.36 on or before 30 June 2016 (c) - Class A - convertible on a 1 for 1 basis to ordinary fully paid shares subject to achieving the following hurdles: – 2,500,000 on achievement of at least 100 million tonnes of a JORC Inferred Coal Resource – 25,000 shares for each additional 1m tonnes of Coal resource in all JORC categories, up to a maximum of 1 billion tonnes of Coal - Class B - convertible on a 1 for 1 basis to ordinary fully paid shares subject to achieving the following hurdles: – 2,500,000 on achievement of at least 5 million pounds of a JORC Inferred Uranium Resource – 500,000 shares for each additional 1m pounds of uranium resource in all JORC categories, up to a maximum of 50 million pounds of uranium (d) Refer Annexure A |
|---|---|
| (a) - Yes (b) No (c) No (d) No On exercise/conversion, new fully paid shares issued will rank equally in all respects to shares on issue |
|
| (a) 13,333,333 Placement shares - $0.30 Up to 16,250,000 Vendor shares – consideration for acquisition of Tanzanian exploration projects (b) Incentive options – Nil Placement options – Nil (c) Performance shares – consideration for acquisition of Tanzanian exploration projects (d) Performance rights–Nil |
- See chapter 19 for defined terms.
Appendix 3B Page 2
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Appendix 3B New issue announcement
| 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable) 9 Number and+class of all+securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
(a) Placement shares – Funds raised are to be applied towards exploration on the Company’s Tanzanian exploration projects, issue costs and general working capital as more fully described in section 1.7 of the Company’s Prospectus dated 11 September 2012 Up to 16,250,000 Vendor shares – consideration for acquisition of Tanzanian exploration projects (b) Incentive options – granted to key consultants, employees and advisors of the Company Placement options – free attaching on the basis of 1 for every 2 Placement shares issued (c) Performance shares – consideration for acquisition of Tanzanian exploration projects (d) Performance rights – issued as part of Managing Director remuneration package |
(a) Placement shares – Funds raised are to be applied towards exploration on the Company’s Tanzanian exploration projects, issue costs and general working capital as more fully described in section 1.7 of the Company’s Prospectus dated 11 September 2012 Up to 16,250,000 Vendor shares – consideration for acquisition of Tanzanian exploration projects (b) Incentive options – granted to key consultants, employees and advisors of the Company Placement options – free attaching on the basis of 1 for every 2 Placement shares issued (c) Performance shares – consideration for acquisition of Tanzanian exploration projects (d) Performance rights – issued as part of Managing Director remuneration package |
(a) Placement shares – Funds raised are to be applied towards exploration on the Company’s Tanzanian exploration projects, issue costs and general working capital as more fully described in section 1.7 of the Company’s Prospectus dated 11 September 2012 Up to 16,250,000 Vendor shares – consideration for acquisition of Tanzanian exploration projects (b) Incentive options – granted to key consultants, employees and advisors of the Company Placement options – free attaching on the basis of 1 for every 2 Placement shares issued (c) Performance shares – consideration for acquisition of Tanzanian exploration projects (d) Performance rights – issued as part of Managing Director remuneration package |
(a) Placement shares – Funds raised are to be applied towards exploration on the Company’s Tanzanian exploration projects, issue costs and general working capital as more fully described in section 1.7 of the Company’s Prospectus dated 11 September 2012 Up to 16,250,000 Vendor shares – consideration for acquisition of Tanzanian exploration projects (b) Incentive options – granted to key consultants, employees and advisors of the Company Placement options – free attaching on the basis of 1 for every 2 Placement shares issued (c) Performance shares – consideration for acquisition of Tanzanian exploration projects (d) Performance rights – issued as part of Managing Director remuneration package |
|---|---|---|---|---|
| Conditional upon successful capital raising and re- compliance to the ASX. |
||||
| Number | +Class | |||
| Current - 11,321,671 To be issued – up to 13,333,333 Total – up to 24, 655,004 Current - 4,175,091 |
Fully paid ordinary shares. Listed Options ($0.20, 31 July 2013) |
|||
| Number | +Class | |||
| To be issued – Up to 16,250,000 2,000,000 Up to 6,666,667 25,000,000 25,000,000 600,000 |
Shares (subject to escrow) Unlisted options ($0.36, 30 June 2016) Unlisted options ($0.35, 30 September 2015) Class A Performance Shares Class B Performance Shares Performance Rights |
|||
| No change. | ||||
| No change. |
- See chapter 19 for defined terms.
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Appendix 3B New issue announcement
Part 2 - Bonus issue or pro rata issue
| 11 | Is security holder approval required? |
|---|---|
| 12 | Is the issue renounceable or non- |
| renounceable? | |
| 13 | Ratio in which the+securities will be |
| offered | |
| 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 issue 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 |
| 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 |
- See chapter 19 for defined terms.
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Appendix 3B New issue announcement
| 26 | Date entitlement and acceptance form |
|---|---|
| and prospectus or Product Disclosure | |
| Statement 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 balance? | |
| 32 | How do+security holders dispose of |
| their entitlements (except by sale | |
| through a broker)? | |
| 33 | +Despatch date |
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
- See chapter 19 for defined terms.
Appendix 3B Page 5
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Appendix 3B New issue announcement
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 |
|---|---|
| +quotation is sought | |
| 39 | Class of+securities for which quotation |
| is sought | |
| 40 | Do the+securities rank equally in all |
| respects from the date of allotment 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) |
- See chapter 19 for defined terms.
Appendix 3B Page 6
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Appendix 3B New issue announcement
Number +Class 42 Number and [+] class of all[+] s e curities quoted on A S X ( including the securities in clause 38)
Quotation agreement
-
1 +Quotatio n of our addi t ional[+] secu r ities is in A S X’s absolute discretion. ASX may q uote the[+] secur i ties on any c onditions it decides.
-
2 We warra n t the follow i ng to ASX.
-
T h e issue of t h e[+] securitie s to be quote d complies w ith the law a nd is not for an ill e gal purpos e .
-
T h ere is no re a son why th o se[+] securiti e s should no t be granted[+] +quotation.
-
A n offer of th e[+] securities f or sale wit h in 12 months after their i ssue will n o t re q uire disclo s ure under s e ction 707(3 ) or section 1012C(6) of t he Corpora t ions A c t.
No t e: An entity ma y need to obtain a ppropriate warranties from subs c ribers for the s e curities in order to be able to g ive this warrant y
-
S e ction 724 o r section 1 0 16E of the Corporatio n s Act doe s not apply to any a p plications r eceived b y us in rela t ion to any +securities to be quot e d and t h at no‐one has any ri g ht to ret u rn any[+] se c urities to be quoted under sections 737, 738 or 10 1 6F of the Corporatio n s Act at t he time t h at we request that t he[+] securit i es be quot e d.
-
If we are a tru s t, we warra n t that no pe r son has the right to retu r n the[+] secu r ities to b e quoted und e r section 1 0 19B of the C orporations Act at the t i me that we r equest th a t the[+] secur i ties be quot e d.
-
3 We will indemnify AS X to the full e st extent p e rmitted by l a w in respec t of any clai m , action or expense arisi n g from or c o nnected wi t h any breac h of the war r anties in this agreement.
-
4 We give A SX the info r mation and documents r equired by t h is form. If any inform a tion or document n ot availabl e now, will g ive it to AS X before[+] q u otation of t h e[+] securitie s begins. W e acknowle d ge that AS X is relying o n the infor m ation and d o cuments. W e warrant th a t they are ( w ill be) true a nd comple t e.
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Sign h ere: ...................... . ..................................... Date: Se p tember 14, 2012 ( ~~D irector/~~ Co m pany secret a ry)
Print n ame: P h ilip Warren
= = == == == = =
- See c h apter 19 for d e fined terms.
Appendix 3 B Page 7
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ANNEXURE A
| Number of Performance Rights |
Performance Condition | Milestone Date |
|---|---|---|
| 100,000 | Continuous employment with the Company | 1 July 2013 |
| 100,000 | Continuous employment with the Company | 1 July 2014 |
| 100,000 | Continuous employment with the Company and subject to a Market Price Test. The Market Price Test measures the increase in share price of the Company such that the performance rights will vest if the 10 day VWAP of trading in the Company’s shares at any time from the Commencement Date up to the 1 July 2013 milestone date is not less than 50% above the price at which the capital raising is undertaken aspart of the Company’s re‐compliance. |
On or before 1 July 2013 |
| 100,000 | Continuous employment with the Company and subject to a Market Price Test. The Market Price Test measures the increase in share price of the Company such that the performance rights will vest if the 10 day VWAP of trading in the Company’s shares at any time from the Commencement Date up to the 1 July 2014 milestone date is not less than 85% above the price at which the capital raising is undertaken aspart of the Company’s re‐compliance. |
On or before 1 July 2014 |
| 200,000 | Achievement of key performance indicators as agreed by the Board in relation to: Meeting exploration timetables Meeting exploration budgets Maintenance of tenements to the board’s satisfaction |
1 July 2013 |