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SABRE RESOURCES LIMITED — Capital/Financing Update 2015
Oct 25, 2015
65750_rns_2015-10-25_d33bb0ee-c344-48a1-a6eb-115cb17f787d.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 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
Sabre Resources Ltd
ABN
68 003 043 570
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).
Ordinary Shares & Options y Shares & Options Shares & Options ptions tions
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1 +Class of +securities issued or to be issued Ordinary Shares & Options y Shares & Options Shares & Options ptions tions 2 Number of[+] securities issued or to be issued (if known) or maximum number 25,000,000 Shares & 12,500,000 Options which may be issued
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3 Principal terms of the +securities (e.g. if options, exercise price and (1) Fully paid ordinary shares expiry date; if partly paid +securities, the amount outstanding and due (2) Options Exercisable at 2.5 cents each dates for payment; if +convertible at any time on or before 1 August 2018 securities, the conversion price and dates for conversion)
- See chapter 19 for defined terms.
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| Appendix 3BNew issue announcement | |
|---|---|
| 4Do the+securities rank equally in allrespects from the+issue date with anexisting+class of quoted+securities?If the additional+securities do not rankequally, please state: the date from which they do the extent to which they participate forthe next dividend, (in the case of atrust, distribution) or interest payment the extent to which they do not rankequally, other than in relation to thenext dividend, distribution or interestpayment5Issue price or consideration6Purpose of the issue(Ifissuedasconsiderationfortheacquisition of assets, clearly identify thoseassets)6aIs the entity an+eligible entity that hasobtained security holder approval underrule 7.1A?If Yes, complete sections 6b – 6h_in_relation to the+securities the subject of thisAppendix 3B, and comply with section 6i6bThe date the security holder resolutionunder rule 7.1A was passed6cNumber of+securities issued withoutsecurity holder approval under rule 7.16dNumber of+securities issued with securityholder approval under rule 7.1A6eNumber of+securities issued with securityholder approval under rule 7.3, or anotherspecific security holder approval (specifydate of meeting)6fNumber of+securities issued under anexception in rule 7.2 | Shares rank equally |
| (1) 1.6 cents each per share(2) Optionsfree | |
| To raise additional working capital | |
| Yes | |
| 10 November 2014 | |
| 2,352,778 | |
| 22,647,222 | |
| Nil | |
| Nil |
- See chapter 19 for defined terms.
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6g If[+] securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP Yes as calculated under rule 7.1A.3? Include the[+] issue date and both values. Issue Date 26 October 2015 Include the source of the VWAP Issue Price 1.6 cents per share calculation. VWAP 2.02 cents Source of VWAP calculation: Broker CPS Capital Group 6h If[+] securities were issued under rule 7.1A for non‐cash consideration, state date on N/A which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue Rule 7.1 - 19,118,056 capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Rule 7.1A - Nil 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 26 October 2015 issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and[+] class of all[+] securities quoted on ASX ( including the[+] securities 251,472,228 Fully paid ordinary in section 2 if applicable) shares Number +Class 9 Number and[+] class of all[+] securities not Options exercisable quoted on ASX ( including the[+] securities at 2.5 cents each on 12,500,000 in section 2 if applicable) or before 1 August 2018 10 Dividend policy (in the case of a trust, distribution policy) on the increased N/A capital (interests)
- See chapter 19 for defined terms.
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Part 2 - Pro rata issue
| 11 | Issecurityholderapproval |
|---|---|
| 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 offer | |
| 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 |
- See chapter 19 for defined terms.
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| 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 offer documents 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 | Daterightstradingwillend | (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 | +Issue date |
- See chapter 19 for defined terms.
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Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
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34 Type of[+] securities ( tick one )
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(a) ☒ +Securities described in Part 1 (Shares Only)
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(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
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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
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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
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37 ☐ A copy of any trust deed for the additional[+] securities
- See chapter 19 for defined terms.
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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)
Number +Class
42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)
- See chapter 19 for defined terms.
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Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted +quotation.
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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.
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Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
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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.
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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.
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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.
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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: 26 October 2015
Print name: Norman Grafton (Company Secretary)
- See chapter 19 for defined terms.
== == ==
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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
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 383] intentionally omitted <==
----- Start of picture text ----- Insert number of fully paid [+] ordinarysecurities on issue 12 months before the 226,472,228+ issue date or date of agreement to issueAdd the following:• Number of fully paid [+] ordinary securitiesissued in that 12 month period under anexception in rule 7.2• Number of fully paid [+] ordinary securitiesissued in that 12 month period withshareholder approval• Number of partly paid [+] ordinarysecurities that became fully paid in that12 month periodNote:• Include only ordinary securities here –other classes of equity securities cannotbe added• Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed• It may be useful to set out issues ofsecurities on different dates as separateline itemsSubtract the number of fully paid [+] ordinarysecurities cancelled during that 12 monthperiod“A” 226,472,228----- End of picture text -----
- See chapter 19 for defined terms.
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Step 2: Calculate 15% of “A”
“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 33,970,834 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of[+] equity securities issued 2,352,778 shares or agreed to be issued in that 12 month 12,500,000 options period not counting those issued: 14,852,778 • 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” 14,852,778 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 33,970,834 Step 2 Subtract “C” Note: number must be same as shown in 14,852,778 Step 3 Total [“A” x 0.15] – “C” 19,118,056 [Note: this is the remaining placement capacity under rule 7.1]
- See chapter 19 for defined terms.
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Part 2
Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” Note: number must be same as shown in 226,472,228 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 22,647,222 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 22,647,222 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
- See chapter 19 for defined terms.
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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
| Appendix 3BNew issue announcement | Appendix 3BNew issue announcement |
|---|---|
| Step 4: Subtract “E” from [“A” x “D”] to calculate remainingplacement capacity under rule 7.1A | |
| “A” x 0.10Note: number must be same as shown inStep 2 | 22,647,222 |
| Subtract“E”Note: number must be same as shown inStep 3 | 22,647,222 |
| Total[“A” x 0.10] – “E”Note: Company is barred from issuingsecurities under this capacity until 31March 2015 | NilNote: this is the remaining placementcapacity under rule 7.1A |
- See chapter 19 for defined terms.
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