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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