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SANDFIRE RESOURCES LIMITED — Capital/Financing Update 2008
Jul 2, 2008
65773_rns_2008-07-02_0aac7d8e-a49c-4ae4-9528-98d774024c31.pdf
Capital/Financing Update
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1 VENTNOR AVE WEST PERTH 6005 WESTERN AUSTRALIA
ABN 55 105 154 185
PO BOX 1495 T +61 8 9226 5833 WEST PERTH 6872 F +61 8 9226 5844 WESTERN AUSTRALIA E [email protected] www.sandfire.com.au
==> picture [139 x 26] intentionally omitted <==
3 July 2008
Company Announcements Office ASX Limited
COMPLETION OF $7.23M PLACEMENT TO POSCO AUSTRALIA FOR 19.9% STAKE IN SANDFIRE RESOURCES
Further to the ASX release of 5 May in which Sandfire Resources NL (ASX: SFR – Sandfire ) announced that it had secured the placement of 16.5 million ordinary fully paid shares and 2.5 million ordinary contributing shares to Posco Australia Pty Ltd ( Posco ) to raise $7.23 million before costs of the issue, we confirm settlement has been made and allotment of all shares completed.
An Appendix 3B in relation to this issue is attached.
NOTICE UNDER SECTION 708A
Sandfire advises that on 30 June 2008 it issued 16,498,339 fully paid ordinary shares and 2,535,327 ordinary contributing shares (collectively the Shares ). Sandfire gives notice that:
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this notice is given under section 708A(5)(e) of the Corporations Act 2001 (the Act).
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Sandfire issued the Shares without disclosure to investors under Part 6D.2 of the Act.
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As at the date of this notice, Sandfire has complied with:
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(a) the provisions of Chapter 2M of the Corporations Act as they apply to Sandfire; and (b) section 674 of the Act.
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Except as may be set out in this notice, there is no other information that is excluded information as the date of this notice which is required to be set out in this notice under section 708AS(6)(e) of the Act.
J Mathie
COMPANY SECRETARY
SANDFIRE RESOURCES NL ABN 55 105 154 185
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
| Name | of entity | SANDFIRE RESOURCES NL | SANDFIRE RESOURCES NL |
|---|---|---|---|
| ABN | 55 105 |
154 185 |
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). 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 |
Ord fully paid shares Contributingshares |
|---|---|
| 16,498,339 ord fully paid shares 2,535,327 contributing shares |
|
| Contributing shares paid to $0.0001 with $0.15 payable |
|
| Yes |
- See chapter 19 for defined terms.
Appendix 3B Page 1
1/1/2003
| 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) 9 Number and+class of all+securities not quoted on ASX (_including_the securities in clause 2 if applicable) |
$0.40 per ord fully paid share ($6,599,335.60) $0.25per contributingshare($633,831.75) |
$0.40 per ord fully paid share ($6,599,335.60) $0.25per contributingshare($633,831.75) |
|---|---|---|
| Pursuant to the terms of a Share Subscription Agreement entered into between the Company and Posco Australia Pty Ltd and approved by shareholders in general meeting on 19June 2008. |
||
| 30/6/2008 | ||
| Number | ~~+~~Class | |
| 82,532,965 12,682,979 |
Ordinary fully paid shares Ordinary contributing shares paid to$0.0001 with$0.15payable |
|
| Number | ~~+~~Class | |
| 525,000 2,372,000 3,000,000 1,170,000 6,000,000 |
Options exercisable at $0.20 expiring 30/9/08 Options exercisable at $0.25 expiring 31/12/08 Options exercisable at $0.50 expiring 30/09/11 Options exercisable at $0.35 expiring 07/02/11 Options exercisable in three tranches at $0.60, $0.80 and $1.000 respectively expiring 12/07/13. |
- 10 Dividend policy (in the case of a The Company does not have a dividend policy. trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
- 11 Is security holder approval required?
12 Is the issue renounceable or nonrenounceable? 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 2
1/1/2003
| 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 |
|
|---|---|
- See chapter 19 for defined terms.
Appendix 3B Page 3
1/1/2003
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
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34 Type of securities ( tick one )
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(a) � Securities described in Part 1
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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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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.
Appendix 3B Page 4
1/1/2003
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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:
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the date from which they do
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the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
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the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period
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(if issued upon conversion of another security, clearly identify that other security)
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42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)
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.
- 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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We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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 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: ............................................................ Date: 3 July 2008
(company secretary) Print name: Jean Mathie
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 5
1/1/2003