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RIEDEL RESOURCES LIMITED Capital/Financing Update 2014

Jul 6, 2014

65702_rns_2014-07-06_604754f2-d049-4af7-9edd-17b0f8d23645.pdf

Capital/Financing Update

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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

Name of entity

Riedel Resources Limited (‘Company’)

ARBN

91 143 042 222

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
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)
Ordinary Shares
1,025,461
Fully Paid Ordinary Shares

4 Do the[+] securities rank equally Yes. 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 $0.0078 per share. 6 Purpose of the issue Issued in consideration of Interest Payment on (If issued as consideration for Convertible Notes Tranches 1 and 2 for the the acquisition of assets, clearly quarter ended 30 June 2014. identify those assets) 6a Is the entity an[+] eligible entity Yes that has 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 28 November 2013 resolution under rule 7.1A was passed 6c Number of[+] securities issued Nil without security holder approval under rule 7.1 6d Number of[+] securities issued Nil with security holder approval under rule 7.1A

  • See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

6e Number of[+] securities issued 1,025,461 (31 July 2013) with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued Nil under an exception in rule 7.2 6g If securities issued under rule Not Applicable 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 Not Applicable 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 Attached issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities 1 July 2014 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 110,688,440 Fully paid ordinary +securities quoted on ASX shares ( including the securities in section 2 if applicable)

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
section 2 if applicable)
Number +Class
9,333,329
1,250,000
1,712,333
10,000,000
2,666,667
2,666,667
2,666,666
400,000
Options – expiry 31 January 2016, Ex Price
$0.15
Options – expiry 31 January 2018, Ex Price
$0.15
Options – expiry 30 April 2015, Ex Price
$0.10
Options – expiry 31 December 2016, Ex
Price $0.052
Performance rights vesting when the
Company’s share price is equal to or
greater than $0.27 for 20 consecutive
trading days, expiry 25 July 2014
Performance rights vesting when the
Company’s share price is equal to or
greater than $0.36 for 20 consecutive
trading days, expiry 25 July 2014
Performance rights vesting when the
Company’s share price is equal to or
greater than $0.45 for 20 consecutive
trading days, expiry 25 July 2014
Convertible Notes
  • 10 Dividend policy (in the case of a NA trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is
security
holder 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?
  • See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

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
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) X 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

  • See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

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)

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

Number +Class

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 not available now, 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: SUE SYMMONS Date: 7 July 2014 (Company Secretary)

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [415 x 434] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid ordinary
securities on issue 12 months before date 107,222,442
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities
issued in that 12 month period under an
exception in rule 7.2
266,667 Ordinary Shares 27/6/13
• Number of fully paid ordinary securities 875,137 Ordinary Shares 17/10/13
issued in that 12 month period with 125,000 Ordinary Shares 10 /01/14
shareholder approval 547,510 Ordinary Shares 10/01/14
375,734 Ordinary Shares 10/04/14
250,489 Ordinary Shares 10/04/14
1,025,461 Ordinary Shares 07/07/14
 Number of partly paid ordinary
securities that became fully paid in that Nil
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
Nil
securities cancelled during that 12 month
period
“A”
110,688,440
----- End of picture text -----

Step 2: Calculate 15% of “A”

==> picture [415 x 617] intentionally omitted <==

----- Start of picture text -----

“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 16,603,266
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 to be issued in that 12 month period
not counting those issued: Nil.
• 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
“C” Nil
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 16,603,266
Step 2
Subtract “C”
Note: number must be same as shown in Nil
Step 3
Total [“A” x 0.15] – “C” 16,603,266
[Note: this is the remaining placement
capacity under rule 7.1]
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Part 2

==> picture [415 x 511] intentionally omitted <==

----- Start of picture text -----

Rule 7.1A – Additional placement capacity for eligible entities
Not Applicable
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 110,688,440
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 11,068,844
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A
Notes:
• 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
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
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
11,068,844
Subtract“E”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.10] – “E” 11,068,844
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012