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VARISCAN MINES LIMITED — Capital/Financing Update 2009
Jun 9, 2009
65990_rns_2009-06-09_9f14d6e9-e384-4343-ab73-661ea7e581aa.pdf
Capital/Financing Update
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PLATSEARCH NL
ACN 003 254 395
Level 1, 80 Chandos Street, St Leonards NSW 2065 (PO Box 956, Crows Nest NSW 1585) Telephone: (02) 9906 5220 Facsimile: (02) 9906 5233 Email: [email protected] Website: www.platsearch.com.au
10 June 2009
Companies Announcements Office Australian Securities Exchange
RENOUNCEABLE RIGHTS ISSUE
PlatSearch NL (ASX Code: PTS) is pleased to announce the terms of a fully underwritten pro rata renounceable Rights Issue to shareholders of approximately 79,676,200 New Shares. The offer of New Shares will be at $0.05 per New Share to raise $3,983,810 before costs.
All PlatSearch shareholders on the register at 5.00pm WST on 19 June 2009 will be entitled to participate in the offer on the basis of five New Shares for every six fully paid Shares held, with the Prospectus relating to the Rights Issue to be lodged with the Australian Securities and Investments Commission (ASIC) and ASX on 10 June 2009.
The Rights Issue is fully underwritten by Taylor Collison Limited and includes a “top up” facility whereby eligible shareholders may apply for additional new shares in excess of their entitlement at the issue price. The top up will only be available subject to other eligible shareholders not taking up their entitlements.
The Rights Issue will provide the Company with funding to continue its ‘grass roots’ project generation and exploration programmes, which over the last few years has provided PlatSearch with a steady stream of high quality projects. In addition, PlatSearch plans to use the new funds to assist Silver City Limited’s exploration work in Broken Hill and for exploration elsewhere within the Company’s project portfolio, including the prospective Thomson Fold Belt of NSW.
The new funding will allow the Company to expand its assessment and acquisition work to include more advanced to brownfields opportunities, to alter its project mix to increase the likelihood of discoveries that will accelerate its quest for cash flow. PlatSearch believes that more high quality opportunities will become available due to distressed conditions brought about by the global financial crisis which is adversely impacting resource companies worldwide.
Shareholders will receive their copy of the Prospectus soon and application can only be made on the personalised entitlement and acceptance form accompanying the Prospectus. A copy of the Prospectus will be available for review on the ASX website www.asx.com.au or on the Company’s website www.platsearch.com.au
PlatSearch NL
Rights Issue Announcement
Following is the indicative timetable for the issue:
| Following is the indicative timetable for the issue: | |
|---|---|
| Lodgement of Prospectus with ASIC and ASX | 10 June 2009 |
| Rights tradingcommences on ASX and Shares commence tradingex-Rights | 15 June 2009 |
| Record Date to identifyShareholders entitled toparticipate in the Rights Issue | 19 June 2009 |
| Despatch of Prospectus and Entitlement and Acceptance Form | 25 June 2009 |
| Last dayof Rights tradingon ASX | 7 July2009 |
| ClosingDate for the Rights Issue(5.00pm WST) | 14 July2009 |
| Allotment of New Shares | 20 July2009 |
| Despatch of holdingstatements | 22 July2009 |
| Tradingof New Shares expected to commence on ASX | 23 July2009 |
The Company, in conjunction with the underwriter, reserves the right to vary the above dates subject to the Corporations Act and ASX Listing Rules.
The Appendix 3B application for the quotation of the New Shares on ASX is attached to this announcement.
PLATSEARCH NL
Greg Jones Managing Director
Appendix 3B New issue announcement
PLATSEARCH NL
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
PlatSearch NL
ABN 16 003 254 395
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 |
Fully paid ordinary shares. |
|---|---|
| 79,676,200 ordinary shares. | |
| Five new shares for every six shares held at an Issue price of 5 cents per share. |
|
| The fully paid ordinary shares will rank equally with PlatSearch’s currently quoted fully paid ordinary shares. |
+See chapter 19 for defined terms 1/1/2003
Appendix 3B Page 1
Appendix 3B New issue announcement
PLATSEARCH NL
| 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Date 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) * 400,000 options with and exercise price of 25 cents and 270,000 options with and exercise price of 14 cents expired since the last Appendix 3B following the resignation of the ESOP Plan member. 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Entitlements under the rights issue will be determined on the basis of five new PlatSearch shares for every six existing PlatSearch fully paid shares held at the record date at an issue price of $0.05 per share, payable in full on application. |
Entitlements under the rights issue will be determined on the basis of five new PlatSearch shares for every six existing PlatSearch fully paid shares held at the record date at an issue price of $0.05 per share, payable in full on application. |
|---|---|---|
| As detailed in the Prospectus released to ASX and as set out in the attached announcement. |
||
| Expected to be 22 July 2009. | ||
| Number | +Class | |
| 175,287,592 | Fully Paid Ordinary Shares | |
| Number | +Class | |
| 450,000 2,980,000 2,010,000 300,000 900,000 |
Partly Paid Ordinary Shares – paid to 1 (one) cent 24 November 2009 Options – Employee Share Option Scheme exercise price 25 cents 27 November 2011 Options – Employee Share Option Plan exercise price 14 cents 28 May 2012 Options – Employee Share Option Plan exercise price 18 cents 9 February 2014 Options – Employee Share Option Plan exercise price 14 cents |
|
| New Shares have an equal entitlement to any future dividends. |
Part 2 – Bonus issue or pro rata issue
11 Is security holder approval required? No 12 Is the issue renounceable or non-renounceable? Renouceable 13 Ratio in which the +securities will be offered The renounceable rights issue is five shares for every six shares held on the record date. 14 +Class of +securities to which the offer relates Ordinary shares
+See chapter 19 for defined terms 1/1/2003
Appendix 3B Page 2
Appendix 3B New issue announcement
PLATSEARCH NL
| 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 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) |
19 June 2009 |
|---|---|
| Yes | |
| Fractions will be rounded up. | |
| Australia, Singapore and New Zealand, and as set out in Section 3.14 of the Prospectus dated 10 June 2009. |
|
| 14 July 2009 | |
| Taylor Collison Limited | |
| As set out in Section 3.14 of the Prospectus dated 10 June 2009 being a management fee of 2% and an underwriting fee of 4%. |
|
| Underwriter is Taylor Collison Limited | |
| Refer 21 above | |
| Refer 21 above | |
| Not applicable | |
| 25 June 2009 | |
| Notices sent to ESOP option holders on 1 June 2009 |
|
| 15 June 2009 | |
| 7 July 2009 |
+See chapter 19 for defined terms 1/1/2003
Appendix 3B Page 3
Appendix 3B New issue announcement
PLATSEARCH NL
30 How do +security holders sell their Refer to Section 3.5 of the Prospectus dated entitlements in full through a broker? 10 June 2009. 31 How do +security holders sell part of their Refer Prospectus Section 3.5 of the Prospectus entitlements through a broker and accept for dated 10 June 2009. the balance? 32 How do +security holders dispose of their Refer Prospectus Section 3.5 of the Prospectus entitlements (except by sale through a dated 10 June 2009. broker)? 33 +Despatch date 22 July 2009
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 the additional +securities, and the number and percentage of additional +securities held 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 categories 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
Information to Questions 35 to 37 will be provided following the Closing Date of the Issue and the issue of the Shares and Options for which quotation is being sought.
Entities that have ticked box 34(b)
Questions 38 to 42
Not applicable
+See chapter 19 for defined terms 1/1/2003
Appendix 3B Page 4
Appendix 3B New issue announcement
PLATSEARCH NL
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.
-
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.
-
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 the information and documents. We warrant that they are (will be) true and complete.
Sign here:
Robert Waring
Date: 10 June 2009
( ~~Director/S~~ ecretary)
Print name: Robert J Waring
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Appendix 3B 10 Jun 09
+See chapter 19 for defined terms 1/1/2003
Appendix 3B Page 5