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SUREFIRE RESOURCES NL — Capital/Financing Update 2019
Nov 25, 2019
65857_rns_2019-11-25_a9a91d9f-90d1-4a56-a9ba-d4de7b7a79cd.pdf
Capital/Financing Update
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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
Surefire Resources NL
ABN
48 083 274 024
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 (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)
Options to acquire fully paid ordinary shares
55,000,000
Exercisable at $0.018 each on or before 25.5.2021
+ See chapter 19 for defined terms.
| Do the +securities rank equally4 | |
|---|---|
| in all respects from the +issuedate with an existing +classofquoted +securities? | N/A |
| If the additional +securities donot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment | |
| 5Issue price or consideration | $Nil |
| 6Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets) | Issued to broker in respect of services rendered |
| Is the entity an +eligible entity6athat 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 |
| 6bThe date the security holderresolution under rule 7.1A waspassed | 25 November 2019 |
| +securities6cNumberofissuedwithout security holder approvalunder rule 7.1 | Nil |
| +securities6dNumberofissuedwith security holder approvalunder rule 7.1A | Nil |
| +securities6eNumberofissuedwith security holder approvalunderrule7.3,oranotherspecific security holder approval(specify date of meeting) | 55,000,000 – AGM 25 November 2019 |
| +securities6fNumberofissued | N/A |
- 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.
N/A
N/A
7.1: 94,223,046
7.1A: 62,815,364
26 November 2019
+ See chapter 19 for defined terms.
| Number | +Class | ||
|---|---|---|---|
| 8 | +classNumberandofall | 628,153,640 | Fully paid ordinary |
| +securitiesquotedonASX | shares | ||
| +securities(includingthein | 419,952,600 | Options to acquire fully | |
| section 2 if applicable) | paid ordinary shares | ||
| expiring 30.11.2019 | |||
| with an exercise price | |||
| of $0.018 each | |||
| Number | +Class | ||
| 9 | +classNumberandofall | 300,252,600 | Partly paid ordinary |
| +securities not quoted on ASX | shares | ||
| +securities(includingthein | |||
| section 2 if applicable) | 55,000,000 | Options to acquire fully | |
| paid ordinary shares, | |||
| exercisable at $0.018 | |||
| each on or before | |||
| 25.5.2021 | |||
| 10 | Dividend policy (in the case of a | N/A | |
| trust, distribution policy) on the | |||
| increased capital (interests) | |||
| Part 2 - | Pro rata issue–NO ISSUES TO BE ADVISED | ||
| 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 | +Recorddatetodetermine | ||
| entitlements | |||
-
16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
-
17 Policy for deciding entitlements in relation to fractions
-
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
18 Names of countries in which the entity has security holders who will not be sent new offer
entitlements are to be dealt with. Cross reference: rule 7.7.
Note: Security holders must be told how their
documents
- 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 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 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
- See chapter 19 for defined terms.
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) +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 theadditional +securities, and the number and percentage of additional +securitiesheld 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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 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.
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 |
|---|---|
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: Lodged with approval but without signature
Date: 26 November 2019
Print name: Vladimir Nikolaenko Director == == == == ==
+ 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
Part 1
| 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 | 440,653,640 | |
| Add the following: | ||
| Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2 | 50,315,364 | |
| Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval | 62,500,00074,684,636 | |
| Number of partly paid +ordinary•securities that became fully paid in that12 month period | ||
| Note:•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 items | ||
| Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod | Nil | |
| "A" | 628,153,640 |
| Step 2: Calculate 15% of "A" | ||
|---|---|---|
| "B" | 0.15 | |
| [Note: this value cannot be changed] | ||
| Multiply "A" by 0.15 | 94,223,046 | |
| that has already been used | Step 3: Calculate "C", the amount of placement capacity under rule 7.1 | |
| 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 under rule7.1 or rule 7.4 | ||
| Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•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 items | ||
| "C" | Nil | |
| Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1 | ||
| "A" x 0.15 | 94,223,046 | |
| 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" | 94,223,046 | |
| [Note: this is the remaining placementcapacity under rule 7.1] |
+ See chapter 19 for defined terms.
Part 2
| Rule 7.1A –Additional placement capacity for eligible entities | ||
|---|---|---|
| Step 1: Calculate "A", the base figure from which the placementcapacity is calculated | ||
| "A" | 628,153,640 | |
| 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 | 62,815,364 | |
| 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 | N/A | |
| 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 as separateline items | ||
| "E" | N/A |
Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
| "A" x 0.10 | 62,815,364 |
|---|---|
| Note: number must be same as shown inStep 2 | |
| Subtract "E" | 0 |
| Note: number must be same as shown inStep 3 | |
| Total ["A" x 0.10] – "E" | 62,815,364 |
| Note: this is the remaining placementcapacity under rule 7.1A |
+ See chapter 19 for defined terms.