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ROKEBY RESOURCES LIMITED — Capital/Financing Update 2016
Nov 13, 2016
65707_rns_2016-11-13_ef230f67-7714-49f7-946d-9c866429660b.pdf
Capital/Financing Update
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14 November 2016
Share Placements and Cleansing Notice
Inca Minerals Limited (Inca or Company) has today made a placement of 100,000,000 fully paid ordinary shares (Placement) at an issue price of $0.011 per share.
The Placement has been made to one of the Company's existing shareholders, Mr Zhian Zhang, and takes Mr Zhang's direct shareholding in Inca to circa 8.24%. Mr Zhang has confirmed he owns and manages companies in both China and Australia and is the Chairman and majority shareholder of significant smelting and metal refinery companies in Yunnan, China. Mr Zhang said "I am hopeful that a substantial amount of mineralization will be discovered at the Riqueza area, just as what has been demonstrated by a number of past large deposit discoveries in Peru."
The Board welcomes the investment from Mr Zhang and now looks forward to undertaking a Riqueza Project site visit currently planned for late November 2016. The Company's Managing Director, Mr Ross Brown will lead that site visit and said "As we've outlined in previous announcements, Inca has significant and exciting exploration activities planned for the immediate future. This placement not only assists in partially funding those plans but creates what the Board sincerely hopes may become an important strategic commercial relationship over and above a direct interest in the Company's securities."
The Placement uses Inca's share placement capacity as approved by shareholders at the Company's General Meeting on 14 September 2016 and pursuant to ASX Listing Rules 7.1 and 7.3. It has been agreed that voting rights attaching to the Placement shares shall be exercised in accordance with any directions from Inca's Board of Directors.
Inca is also pleased to announce it has renewed its Controlled Placement Agreement (CPA) with Acuity Capital Investment Management Pty Ltd (Acuity Capital) (previously announced 25 March 2015). As collateral for renewal of the CPA, Inca has agreed to place 40,000,000 fully paid ordinary shares from its ASX 7.1 (15%) capacity, at nil consideration, to Acuity Capital (Collateral Shares) but may, at any time, cancel the CPA and buy back the Collateral Shares for nil consideration (subject to shareholder approval). Acuity Capital has provided a written undertaking that voting rights attaching to the Collateral Shares will be exercised in accordance with any directions from Inca's Board of Directors.
Inca retains sole discretion as to whether the CPA is utilised and the Board believes its renewal is both prudent and consistent with maintaining available funding options and strengthening the Company's capital management capacity.
Other key features of the CPA include:
Providing Inca with a discretionary option of using the CPA to raise up to $A3 million without restriction or conditions on strategic partnerships, joint ventures, acquisitions of any assets or on the timing, nature or amount of any other equity or debt funding mechanisms.
Suite 1, 16 Nicholson Road, Subiaco, Western Australia 6008 • PO BOX 38, West Perth, 6872 Telephone: +61 (08) 6145 0300 • ABN: 36 128 512 907 Website: www.incaminerals.com.au

- No obligation on Inca to utilise the CPA facility and no penalty or fees if Inca elects not to utilise or cancel the CPA facility.
- Inca retains full control over any CPA placement process including its ability to determine:
- o The placement period being the date(s) over which the volume weighted average price (VWAP) and placement price are calculated;
- o Maximum placement amount to be issued for any placement period thereby minimising dilution of existing shareholders; and
- o The minimum issue price for the placement period.
- Any CPA placement is issued at a 10% discount to VWAP over the placement period subject to the minimum issue price determined by Inca (Floor Price). The actual issue price per share may exceed the Floor Price and this will occur where the discounted VWAP of Inca's shares is above the Floor Price.
- Use of the CPA facility is dependent upon Inca's available placement capacity under ASX Listing Rules.
The requisite Appendix 3Bs for both the Placement shares and the Collateral Shares (referred to above) are attached to this announcement.
Inca provides the following information pursuant to ASX Listing Rule 3.10.5 and Section 708A(5)(e) of the Corporations Act.
The Placement shares and Collateral Shares (referred to above) were issued without disclosure to investors under Part 6D.2 of the Corporations Act. The Placement shares were issued using Inca's share placement capacity as approved by shareholders at the Company's General Meeting on 14 September 2016 and pursuant to ASX Listing Rules 7.1 and 7.3. The Collateral Shares were issued using Inca's share placement capacity pursuant to ASX Listing Rule 7.1.
As at the date of this notice Inca has complied with:
- (a) The provisions of Chapter 2M of the Corporations Act;
- (b) Section 674 of the Corporations Act; and
there is no excluded information for the purposes of Sections 708A(7) and (8) of the Corporations Act.
Justin Walawski Director & Company Secretary
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
Inca Minerals Limited
ABN
128 512 907
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
Fully paid ordinary shares.
- 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)
100,000,000
Fully paid ordinary shares issued on the terms and conditions set out in the Notice of General Meeting and approved by shareholders 14 September 2016.
+ See chapter 19 for defined terms.
| 4 | Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?If the additional +securities do | Yes. |
|---|---|---|
| not rank equally, please state:the date from which they dothe extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment | ||
| the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment | ||
| 5 | Issue price or consideration | A$0.011 per share. |
| 6 | Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets) | Purpose of share issueis to raise funds forexploration at the Company's projects and forworking capital. |
| 6a | Is the entity an +eligible entitythat has obtained security holderapproval 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 | The date the security holderresolution under rule 7.1A waspassed | 30 November 2015 |
| 6c | Number of +securities issuedwithout security holder approvalunder rule 7.1 | Nil |
| 6d | Number of +securities issuedwith security holder approvalunder rule 7.1A | Nil |
+ See chapter 19 for defined terms.
- 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 100,000,000 (shareholder approval at General Meeting 14 September 2016).
- 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)
9 Number and +class of all +securities not quoted on ASX (including the +securities in
section 2 if applicable)
| +Class |
|---|
| N/A |
2,199,444,757 Fully paid ordinary
shares.
Remaining Issue Capacity Rule 7.1: 313,764,986
Remaining Issue Capacity Rule 7.1A: 101,498,475
14 November 2016
N/A.
Nil
Number +Class
- See chapter 19 for defined terms.
N/A.
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Rank equally from issue date with all existing quoted fully paid ordinary shares.
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 | Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements? | N/A | |
| 17 | Policy for deciding entitlementsin relation to fractions | N/A | |
| 18 | Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7. | N/A | |
| 19 | Closingdateforreceiptofacceptances or renunciations | N/A | |
| 20 | Names of any underwriters | N/A | |
| 21 | commission | Amount of any underwriting fee or | N/A |
+ See chapter 19 for defined terms.
23 Fee or commission payable to the broker to the issue N/A 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders N/A 25 If the issue is contingent on security holders' approval, the date of the meeting N/A 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled N/A 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 N/A 28 Date rights trading will begin (if applicable) N/A 29 Date rights trading will end (if applicable) N/A 30 How do security holders sell their entitlements in full through a broker? N/A 31 How do security holders sell part of their entitlements through a broker and accept for the balance? N/A 32 How do security holders dispose of their entitlements (except by sale through a broker)? N/A 33 +Issue date N/A
22 Names of any brokers to the issue 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 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
+ See chapter 19 for defined terms.
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 +issue date 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 |
|---|---|
| + 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: 14 November 2016 (Director/Company secretary)
Print name: Justin Walawski
+ 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
| 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 | 1,076,781,816 | |
| Add the following:Number of fully paid +ordinary• | 6,886,818 (Issued 30 May 2016.Shareholder approval at GM 14 Sept. 2016). | |
| securities issued in that 12 monthperiod under an exception in rule 7.2 | 47,133,333 (Issued 17 June 2016.Shareholder approval at GM 14 Sept. 2016). | |
| Number of fully paid +ordinary•securities issued in that 12 month | 107,497,121 (Issued 21 July 2016.Shareholder approval at GM 14 Sept. 2016). | |
| period with shareholder approval | 402,144,385 (Issued 29 July 2016 under apro-rata renounceable entitlement issue). | |
| 217,095,828 (Shortfall shares issued 12August 2016 under pro-rata renounceableentitlement issue). | ||
| 10,000,000 (Issued 15 September 2016.Shareholder approval at GM 14 Sept. 2016). | ||
| Number of partly paid +ordinary• | 44,227,274 (Issued 12 October 2016.Shareholder approval at GM 14 Sept. 2016). | |
| securities that became fully paid in that12 month period | 80,000,000 (Issued 24 October 2016.Shareholder approval at GM 14 Sept. 2016). | |
| Note:•Include only ordinary securities here – otherclasses of equity securities cannot be added•Include here (if applicable) the securities thesubject of the Appendix 3B to which this formis annexed•It may be useful to set out issues of securitieson different dates as separate line items | 100,000,000 (Subject of thisannouncement - issued 14 November 2016.Shareholder approval at GM 14 Sept. 2016). | |
| Subtract the number of fully paid+ordinary securities cancelled during that12 month period | 0 | |
| "A" | 2,091,766,575 |
+ 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 | 313,764,986 | |
| 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 | ||
| •Under rule 7.1A | ||
| •With security holder approval underrule 7.1 or rule 7.4 | ||
| Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items | ||
| "C" | 0 | |
| Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1 | ||
| "A" x 0.15 | 313,764,986 | |
| Note: number must be same as shown inStep 2 | ||
| Subtract "C" | 0 | |
| Note: number must be same as shown inStep 3 | ||
| Total ["A" x 0.15] – "C" | 313,764,986 |
+ See chapter 19 for defined terms.
| Rule 7.1A –Additional placement capacity for eligible entities | |||
|---|---|---|---|
| Step 1: Calculate "A", the base figure from which the placementcapacity is calculated | |||
| "A" | 2,091,766,575 | ||
| 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 | 209,176,657 | ||
| 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 7.1ANotes:•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 asseparate line items | 79,000,000 (Issued 25 May 2016)28,678,182 (Issued 30 May 2016) | ||
| "E" | 107,678,182 |
+ 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 | 209,176,657 | |
| Note: number must be same as shown inStep 2 | ||
| Subtract "E" | 107,678,182 | |
| Note: number must be same as shown inStep 3 | ||
| Total ["A" x 0.10] – "E" | 101,498,475 | |
| Note: this is the remaining placementcapacity under rule 7.1A |
+ See chapter 19 for defined terms.
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
Inca Minerals Limited
ABN
128 512 907
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
Fully paid ordinary shares.
40,000,000
- 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)
Fully paid ordinary shares ranking equally with all other issued fully paid ordinary shares and on the terms and conditions set out in ASX announcement 14 November 2016.
+ See chapter 19 for defined terms.
| 4 | Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?If the additional +securities donot rank equally, please state:the date from which they dothe extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionor | Yes. |
|---|---|---|
| interest payment | ||
| 5 | Issue price or consideration | Nil |
| 6 | Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets) | Shares are issued as collateral for the renewal of aControlled Placement Facility with Acuity Capital asannounced 14 November 2016. |
| 6a | Is the entity an +eligible entitythat has obtained security holderapproval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i | Yes. |
| 6b | The date the security holderresolution under rule 7.1A waspassed | 30 November 2015 |
| 6c | Number of +securities issuedwithout security holder approvalunder rule 7.1 | 40,000,000 |
| 6d | Number of +securities issuedwith security holder approvalunder rule 7.1A | Nil |
+ See chapter 19 for defined terms.
6f Number of +securities issued under an exception in rule 7.2 Nil 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. N/A. 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 N/A. 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 Remaining Issue Capacity Rule 7.1: 273,764,986 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. 14 November 2016 Number +Class 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) 2,239,444,757 Fully paid ordinary shares. Number +Class
Nil
9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval
(specify date of meeting)
Remaining Issue Capacity Rule 7.1A: 101,498,475
Nil N/A
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Rank equally from issue date with all existing quoted fully paid ordinary shares.
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 | Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements? | N/A | |
| 17 | Policy for deciding entitlementsin relation to fractions | N/A | |
| 18 | Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7. | N/A | |
| 19 | Closingdateforreceiptofacceptances or renunciations | N/A | |
| 20 | Names of any underwriters | N/A | |
| 21 | commission | Amount of any underwriting fee or | N/A |
+ See chapter 19 for defined terms.
23 Fee or commission payable to the broker to the issue N/A 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders N/A 25 If the issue is contingent on security holders' approval, the date of the meeting N/A 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled N/A 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 N/A 28 Date rights trading will begin (if applicable) N/A 29 Date rights trading will end (if applicable) N/A 30 How do security holders sell their entitlements in full through a broker? N/A 31 How do security holders sell part of their entitlements through a broker and accept for the balance? N/A 32 How do security holders dispose of their entitlements (except by sale through a broker)? N/A 33 +Issue date N/A
22 Names of any brokers to the issue 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 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
+ See chapter 19 for defined terms.
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 +issue date 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 |
|---|---|
| + 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: 14 November 2016 (Director/Company secretary)
Print name: Justin Walawski
+ 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
| 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 | 1,076,781,816 | |
| Add the following:Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2 | 6,886,818 (Issued 30 May 2016.Shareholder approval at GM 14 Sept. 2016). | |
| 47,133,333 (Issued 17 June 2016.Shareholder approval at GM 14 Sept. 2016). | ||
| Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approval | 107,497,121 (Issued 21 July 2016.Shareholder approval at GM 14 Sept. 2016). | |
| 402,144,385 (Issued 29 July 2016 under apro-rata renounceable entitlement issue). | ||
| 217,095,828 (Shortfall shares issued 12August 2016 under pro-rata renounceableentitlement issue). | ||
| 10,000,000 (Issued 15 September 2016.Shareholder approval at GM 14 Sept. 2016). | ||
| Number of partly paid +ordinary• | 44,227,274 (Issued 12 October 2016.Shareholder approval at GM 14 Sept. 2016). | |
| securities that became fully paid in that12 month period | 80,000,000 (Issued 24 October 2016.Shareholder approval at GM 14 Sept. 2016). | |
| Note:•Include only ordinary securities here – otherclasses of equity securities cannot be added•Include here (if applicable) the securities thesubject of the Appendix 3B to which this formis annexed•It may be useful to set out issues of securitieson different dates as separate line items | 100,000,000 (Subject of thisannouncement - issued 14 November 2016.Shareholder approval at GM 14 Sept. 2016). | |
| Subtract the number of fully paid+ordinary securities cancelled during that12 month period | 0 | |
| "A" | 2,091,766,575 |
+ 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 | 313,764,986 | |
| 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: | 40,000,000 (subject of this announcementand issued 14 November 2016 under ASXListing Rule 7.1). | |
| •Under an exception in rule 7.2 | ||
| •Under rule 7.1A | ||
| •With security holder approval underrule 7.1 or rule 7.4 | ||
| Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items | ||
| "C" | 40,000,000 | |
| Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1 | ||
| "A" x 0.15 | 313,764,986 | |
| Note: number must be same as shown inStep 2 | ||
| Subtract "C" | 40,000,000 | |
| Note: number must be same as shown inStep 3 | ||
| Total ["A" x 0.15] – "C" | 273,764,986 |
+ See chapter 19 for defined terms.
| Rule 7.1A –Additional placement capacity for eligible entities | ||
|---|---|---|
| Step 1: Calculate "A", the base figure from which the placementcapacity is calculated | ||
| "A" | 2,091,766,575 | |
| 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 | 209,176,657 | |
| 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 | 79,000,000 (Issued 25 May 2016) | |
| 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 asseparate line items | 28,678,182 (Issued 30 May 2016) | |
| "E" | 107,678,182 |
+ 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 | 209,176,657 | |
| Note: number must be same as shown inStep 2 | ||
| Subtract "E" | 107,678,182 | |
| Note: number must be same as shown inStep 3 | ||
| Total ["A" x 0.10] – "E" | 101,498,475 | |
| Note: this is the remaining placementcapacity under rule 7.1A |
+ See chapter 19 for defined terms.