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RENT.COM.AU LIMITED Share Issue/Capital Change 2012

Oct 29, 2012

65722_rns_2012-10-29_d61e4063-0a7e-4541-b7cd-a9fbd167c86f.pdf

Share Issue/Capital Change

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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) Attaching Options ($0.35, 30 September 2015)
(c) Incentive Options ($0.36, 30 June 2016)
(d) Class A Performance Shares
(e) Class B Performance Shares
(f)PerformanceRights
(a) 29,076,527
(b) 6,666,667
(c) 2,000,000
(d) 25,000,000
(e) 25,000,000
(f) 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
(a) Fully paid ordinary shares
(b) Attaching Options – exercisable at $0.35 on or before
30 September 2015
(c) Incentive Options – exercisable at $0.36 on or before
30 June 2016
(d) Class A Performance Shares -

On the achievement of at least 100 million
tonnes of a JORC Inferred coal Resource being
defined on the Tenements, 2,500,000 Class A
Performance Shares will convert into Select
Shares on a one for one basis and thereafter,
for any subsequent resource of 1000 tonnes of
coal in all JORC categories being defined on the
Tenements, 25 Class A Performance Shares will
convert into Select Shares on a one for one
basis up to a maximum of 1 billion tonnes of
coal.
(e) Class B Performance Shares –
-On the achievement of at least 5 million pounds
of a JORC Inferred uranium Resource being
defined on the Tenements, 2,500,000 Class B
Performance Shares (on a post consolidation
basis) will convert into Select Shares on a one
for one basis and thereafter, for any subsequent
resource of ten pounds of uranium in all JORC
categories being defined on the Tenements, 5
Class B Performance Shares will convert into
Select Shares on a one for one basis up to a
maximum of 50 million pounds of uranium.
(f)PerformanceRights– Refer AnnexureA
(a) Yes
(b) No
(c) No

(d) No
(e) No

(f) No
On exercise/conversion, new fully paid shares issued will rank
equally in all respects to shares on issue
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

5
Issue price or consideration
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)
(a) Fully paid ordinary shares
– 13,333,333 – $0.30
– 15,743,194 – Consideration for acquisition of Tanzanian
exploration projects
(b) Attaching options – Free attaching
(c) Incentive options – Nil
(d) Class A Performance Shares – Consideration for acquisition
of Tanzanian exploration projects with conversion on
achievement of coal milestones
(e) Class B Performance Shares - Consideration for acquisition
of Tanzanian exploration projects with conversion on
achievement of uranium milestones
(f) Performance Rights–Nil
(a) Fully paid ordinary shares
– 13,333,333 – $0.30
– 15,743,194 – Consideration for acquisition of Tanzanian
exploration projects
(b) Attaching options – Free attaching
(c) Incentive options – Nil
(d) Class A Performance Shares – Consideration for acquisition
of Tanzanian exploration projects with conversion on
achievement of coal milestones
(e) Class B Performance Shares - Consideration for acquisition
of Tanzanian exploration projects with conversion on
achievement of uranium milestones
(f) Performance Rights–Nil
(a) Fully paid ordinary shares
– 13,333,333 – 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
– 15,743,194 – Consideration for acquisition of Tanzanian
exploration projects
(b) Attaching options – free attaching on the basis of 1 for every
2 Placement shares issued
(c) Incentive options - granted to key consultants, employees
and advisors of the Company
(d) Class A Performance shares – consideration for acquisition
of Tanzanian exploration projects
(e) Class B Performance shares – consideration for acquisition
of Tanzanian exploration projects
(f) Performance rights – issued as part of Managing Director
remunerationpackage
24 October 2012
Number +Class
25,782,364
3,047,731
Fully paid ordinary shares.
Listed Options ($0.20, 31
July 2013)
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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)
Number +Class
15,743,194
2,000,000
6,666,667
25,000,000
25,000,000
600,000
Fully paid ordinary 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.

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
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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
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
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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)

38 Number of securities for which + quotation is sought

39 Class of[+] securities for which quotation is sought

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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)

Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

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.

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

  • 3 We will inde m nify ASX to the fullest extent permitted by l a w in respect o f any claim, act i on or expense arising from or connected with any breach of the w arranties in th i s agreement.

  • 4 We give AS X the information and docume n ts required by this form. If a n y information o r document not available no w , will give it to ASX before + q uotation of the +securities be g ins. We ackn o wledge that A S X is relying on th e information a n d documents. We warrant t h at they are (will be) true and c omplete.

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Sign here: ... . .............................................. . ......... Date: 25 October 20 1 2 ( ~~D irector/~~ Compa n y secretary)

Print name: P h ilip Warren

= = == == == = =

  • See c h apter 19 for d e fined terms.

Appendix 3 B Page 8

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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