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SAVANNAH GOLDFIELDS LIMITED Capital/Financing Update 2014

Sep 10, 2014

65880_rns_2014-09-10_27b85e6e-24a0-4794-acd5-ddb00a32106f.pdf

Capital/Financing Update

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Level 9, Waterfront Place 1 Eagle St, Brisbane QLD 4000 GPO Box 1164, Brisbane QLD 4001 Telephone: 07 3108 3500 Fax: 07 3108 3501 Email: [email protected] www.lanewayresources.com.au

ASX ANNOUNCEMENT

Appendix 3B and Section 708A(5) Notice

11 September 2014

Please find attached an Appendix 3B in relation to the issue of the following securities:

  • 12,150,056 ordinary shares and

  • 160,000,000 unlisted convertible notes

The unlisted convertible notes have been issued in relation to a capital raising of $400,000 as announced on 31 July 2014. The ordinary shares have been issued as payment for consulting services provided to the company.

Notice given under Section 708A(5) of the Corporations Act 2001

The ordinary shares are part of a class of securities quoted on the Australian Securities Exchange. The shares were issued without disclosure to the investor under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act 2001.

The Company, as at the date of this notice, has complied with:

  • a) The provisions of Chapter 2M of the Corporations Act 2001; and b) Section 674 of the Corporations Act 2001.

There is no excluded information as at the date of this notice, for the purposes of Sections 708A(7) and (8) of the Corporations Act 2001.

For and on behalf of the Board

JPK Marshall 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

LANEWAY RESOURCES LTD

ABN

75 003 049 714

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 and unlisted convertible notes
12,150,056 ordinary shares and
160,000,000 unlisted convertible notes
The terms and conditions of the unlisted
convertible notes are attached at annexure A
with this Appendix 3B.
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

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
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
6a
Is the entity an+eligible entity
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
resolution under rule 7.1A was
passed
6c
Number of+securities issued
without security holder approval
under rule 7.1
6d
Number of+securities issued
with security holder approval
under rule 7.1A
6e
Number of+securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
Yes – ordinary shares
The ordinary shares are being issued at 0.2659
cents per share while the unlisted convertible
notes are beingissued at 0.25 cents per note.
The shares are being issued as payment for
consulting services provided to the company
while the unlisted convertible notes are being
issued for working capital.
No
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 2

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)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
N/A N/A

N/A
N/A
N/A

11 September 2014
Number +Class
1,390,748,539 Ordinary
Shares
fully paid (LNY)
Number +Class
160,000,000 Unlisted convertible
notes.
N/A
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

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
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
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 4

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 +Issue 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 For the Ordinary shares 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, Director incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

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 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

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

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 6

  • 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.

  • 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

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 11 September 2014 (Company secretary)

Print name: Paul Marshall

== == == == ==

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 8

Annexure A - Terms and Conditions of Unlisted Convertible Notes Appendix - Convertible Notes Terms

Definitions

Company means Laneway Resources Ltd

Convert means the redemption of a Convertible Note in conjunction with the Company applying the principal amount of that Convertible Note in subscription for Shares and Conversion will be construed accordingly.

Conversion Formula means 1 Convertible Note to 1 Share.

Conversion Notice means a notice in the form set out on each Holding Statement.

Convertible Notes means Convertible Notes to be created and issued by the Company having the Conditions of Issue.

Issue Price means 0.25 cents per Convertible Note.

Redemption Date means 26 June 2015.

Shares means fully paid ordinary shares in the capital of the Company (ASX Code: LNY).

Term means the period from the Subscription Date to the Redemption Date.

Issue of Convertible Notes

The Convertible Notes are issued on the terms and conditions set out in these Conditions of Issue.

Quotation

The Company will not seek the quotation of the Convertible Notes on the Australian Securities Exchange Ltd.

Conversion

  • a) The Note Holder may Convert the Convertible Notes into shares in the Company in accordance with the Conversion Formula at any time during the Term by providing a Conversion Notice to the Company.

  • b) If this Conversion requires the approval of the Company’s shareholders the Company will convene a meeting of its shareholders for this purpose and will not be required to Convert or redeem the Convertible Notes until shareholder approval is obtained. If shareholder approval is not obtained to the Conversion the Company will immediately redeem the Convertible Notes.

Redemption

If the Convertible Notes are not earlier converted then the Company will redeem the Convertible Notes at the Redemption Date by repayment to the Note Holder of the Subscription Amount.

Consent to Become a Member

The Note Holder acknowledges and agrees that upon Conversion, the Note Holder will become a member of the Company.

Discharge and Release

The Company will immediately be discharged and released from its liabilities, obligations and covenants under this Deed in respect of any Convertible Note on the first to occur of the redemption or Conversion of the Convertible Notes.

Governing Law

This Schedule shall be governed by and construed in accordance with the laws of Queensland.

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 10