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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.

Appendix 3B Page 3

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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.

Appendix 3B Page 4

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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