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VERITY RESOURCES LIMITED Capital/Financing Update 2016

Feb 8, 2016

66020_rns_2016-02-08_40796cff-0477-4007-90c7-2b56f877b849.pdf

Capital/Financing Update

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ACN 122 995 073

==> picture [173 x 50] intentionally omitted <==

ASX Code: BML

TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED DATE: 9 FEBRUARY 2016

NON-RENOUNCEABLE RIGHTS ISSUE TO RAISE $1,011,145 APPENDIX 3B

Botswana Metals Limited (ASX: BML) (“the Company”) announces its intention to undertake a non-renounceable rights issue to raise up to $1,011,145 before costs.

Need for funds

The Company had cash at bank of approximately $184,000 at the end of the December 2015 quarter and an operational budget for the next twelve months shows that the Company needs to raise working capital.

Details of the Rights Issue

The terms of the rights issue are as follows:

  • Seven (7) new fully paid ordinary shares (“New Shares”) for every nine (9) shares held at the Record Date.

  • The issue price is 0.2 cent ($0.002) per New Share.

  • The issue is expected to raise up to $1,011,145 before costs.

  • The issue is subject to a minimum subscription of $300,000 so as to ensure that the Company raises enough funds to sustain its activities for at least two quarters.

  • Each New Share will rank pari passu with the existing fully paid ordinary shares of the Company.

  • The maximum number of New Shares offered is 505,572,770.

  • Entitlements are non-renounceable and cannot be traded or sold.

  • No shareholder (or their associates) can acquire a voting power of greater than 20% from participating in the issue.

  • The issue will be partially underwritten by entities associated with two directors of the Company (further information is set out below).

An Appendix 3B in relation to the rights issue is attached.

Botswana Metals Limited

Mailing Address Suite 3, 16 Cotham Road, Kew, Victoria 3101

Registered Office Suite 506, Level 5, 1 Princess Street, Kew, Victoria 3101 P: +61 3 9855 1885; F: +61 3 9855 2885 Email [email protected]

www.botswanametals.com.au

ACN 122 995 073

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The rights issue is being made without a prospectus pursuant to Section 708AA of the Corporations Act. The Offer Document will be lodged with the ASX shortly.

Application for the quotation of the New Shares will be lodged with ASX on completion of the issue.

The Company currently has 650,022,133 ordinary shares on issue. If all 505,572,770 New Shares are issued then the Company will have 1,155,594,903 ordinary shares on issue.

Eligible and ineligible shareholders

The rights issue is being offered to shareholders with a registered address in Australia and New Zealand only on the record date.

The Company has determined that it would be unreasonable to extend the issue to shareholders with a registered address outside Australia or New Zealand having regard to the small number of shareholders with addresses in such other countries and the cost to the Company of complying with applicable legal and regulatory requirements outside Australia or New Zealand.

The Company will not appoint a nominee to sell New Shares that might otherwise have been issued to shareholders outside Australia and New Zealand. Any entitlements to such New Shares will lapse and the relevant shares will form part of the shortfall.

Underwriting – Trayburn Pty Ltd

Trayburn Pty Ltd (“Trayburn”) has agreed to underwrite the issue up to a maximum of 151,135,489 New Shares for a total underwritten value of $302,270.98. The underwriting is strictly on the basis that the number of shares to be allocated to Trayburn will be scaled back so that the voting power of Trayburn and its associates in the Company does not exceed 20% after the issue of shares to applicants under the issue, the placement of any shortfall and the issue of the underwritten securities.

Mr Pat Volpe, the Chairman and a substantial shareholder of the Company, is a director and substantial shareholder of Trayburn.

Trayburn will be paid a fee of 5% (plus GST) of the amount underwritten.

Underwriting – Monvale Investments Pty Ltd

Monvale Investments Pty Ltd as trustee for The Omissam Trust (“Monvale”) has agreed to underwrite the issue up to a maximum of 25,000,000 New Shares for a total underwritten value of $50,000.00. The underwriting is strictly on the basis that the number of shares to be allocated to Monvale will be scaled back so that the voting power of Monvale and its associates in the Company does not exceed 20% after the issue of shares to applicants under the issue, the placement of any shortfall and the issue of the underwritten securities.

Mr Massimo Cellante, a Director and shareholder of the Company, is a director of Monvale and a beneficiary of The Omissam Trust.

Botswana Metals Limited

Mailing Address Suite 3, 16 Cotham Road, Kew, Victoria 3101

Registered Office Suite 506, Level 5, 1 Princess Street, Kew, Victoria 3101 P: +61 3 9855 1885; F: +61 3 9855 2885

Email [email protected]

www.botswanametals.com.au

ACN 122 995 073

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Monvale will be paid a fee of 5% (plus GST) of the amount underwritten.

Shortfall

Eligible shareholders will not have the opportunity to apply for additional shares in excess of their entitlement under the issue. Any shortfall from the issue will be placed within a period of three months from the closing date of the issue.

The Company has appointed Foxfire Capital Pty Ltd (“Foxfire”) to place any shortfall from the rights issue to qualifying investors on a best endeavours basis. Foxfire will be paid commission on normal commercial terms and conditions. The proposed rate of commission will be at the rate of 5% (plus GST) of the value of any shortfall shares placed.

Foxfire will have discretion to determine the identity of the parties to be placed New Shears who shall only be professional, sophisticated or other exempt investors. No such shares will be placed with related parties of the Company.

The Company has directed Foxfire to place the shares to a spread of investors where possible and Foxfire is required to ensure that no applicant is permitted to acquire shares in the Company if the acquisition would result in that person having a voting power in the Company in excess of 20% (after completion of the rights issue and the placement discussed below).

The Board believes that the proposed rights issue price will attract shareholder interest and participation. The Board gave serious consideration to the potential dilution arising from the issue and balanced that with the need to hold sufficient funds to meet operating costs and the need to sustain its activities.

Mr Pat Volpe, the Chairman and a substantial shareholder of Botswana Metals Limited, is a substantial shareholder of, and consultant to, Foxfire.

Rights Issue Timetable

Event Date
Announcement of the rights issue and lodgement of Appendix 3B 9 February 2016
with the ASX
Letter to Option holders 10 February 2016
Lodgement of Offer Document with ASX 12 February 2016
Notice sent to shareholders containing information required by 15 February 2016
Appendix 3B
Existing Shares quoted on “ex” basis 16 February 2016
Record Date to determine Entitlements under the rights issue 18 February 2016
(Record Date) 5:00 pm (AEST)
Lodgement of Section 708AA notice with the ASX 23 February 2016

Botswana Metals Limited

Mailing Address Suite 3, 16 Cotham Road, Kew, Victoria 3101

Registered Office Suite 506, Level 5, 1 Princess Street, Kew, Victoria 3101 P: +61 3 9855 1885; F: +61 3 9855 2885

Email [email protected]

www.botswanametals.com.au

ACN 122 995 073

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Offer Document and Entitlement and Acceptance Form despatched 23 February 2016
to Eligible Shareholders (Opening Date) 9:00 am (AEST)
Last day to extend the rights issue 29 February 2016
Final date and time for receipt of acceptances and payment in full 7 March 2016
(Closing Date) 5:00 pm (AEST)
New Shares quoted on a deferred settlement basis 8 March 2016
Company to notify ASX of under subscriptions 10 March 2016
Despatch of transaction confirmation statements (holding 15 March 2016
statements) (Issue Date)
Deferred settlement trading ends 15 March 2016
Date of quotation of New Shares issued under the Rights Issue 16 March 2016

The timetable is subject to change and is indicative only. The Company reserves the right to amend the timetable including, subject to the Corporations Act and the ASX Listing Rules, extending the Closing Date. The date that the New Shares are expected to commence trading on the ASX may vary with any change to the Closing Date.

The Company reserves the right not to proceed with the whole or part of the issue at any time prior to the Issue Date. In that event, application monies will be refunded in full without interest.

Use of Funds

Funds raised under the rights issue may be used as follows:

  • to pay the costs of the rights issue;

  • for working capital (including to pay the corporate and administrative overheads of the Company);

  • to pay creditors of the Company (including Directors for accrued and unpaid fees); and

  • if justified, minimal exploration on the Company’s prospecting licences that are outside the BCL joint venture, in particular PL 59/2008.

Alternatives

Eligible shareholders have the following alternatives available in relation to the rights issue:

  • accept their entitlement in full;

  • accept their entitlement in part; or

  • allow their entitlement to lapse.

Botswana Metals Limited

Mailing Address Suite 3, 16 Cotham Road, Kew, Victoria 3101

Registered Office Suite 506, Level 5, 1 Princess Street, Kew, Victoria 3101 P: +61 3 9855 1885; F: +61 3 9855 2885

Email [email protected]

www.botswanametals.com.au

ACN 122 995 073

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To the extent that shareholders do not take up their entitlement, their interest in the Company will be diluted.

Full details of the terms and conditions of the rights issue will be contained in the Offer Document that will be lodged with ASX and dispatched to Eligible Shareholders in accordance with the timetable set out above.

Eligible shareholders should carefully read the Offer Document and, if in any doubt, seek their own professional advice.

Pat Volpe Chairman

Botswana Metals Limited

Mailing Address Suite 3, 16 Cotham Road, Kew, Victoria 3101

Registered Office Suite 506, Level 5, 1 Princess Street, Kew, Victoria 3101 P: +61 3 9855 1885; F: +61 3 9855 2885 Email [email protected]

www.botswanametals.com.au

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 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

BOTSWANA METALS LIMITED

ABN

96 122 995 073

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)
ORDINARY SHARES (ASX: BML).
505,572,770 ORDINARY SHARES.
FULLY PAID ORDINARY SHARES.
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in ORDINARY SHARES WILL RANK EQUALLY WITH all respects from the[+] issue date ORDINARY SHARES ALREADY ON ISSUE. 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 0.2 CENT ($0.002) PER SHARE CASH PAYABLE IN FULL ON APPLICATION. 6 Purpose of the issue FUNDS RAISED MAY BE USED AS FOLLOWS: (If issued as consideration for  COSTS OF THE RIGHTS ISSUE; the acquisition of assets, clearly  WOKRING CAPITAL (INCLUDING TO PAY identify those assets) CORPORATE & ADMINISTRATIVE OVERHEADS);  PAY CREDITORS OF THE COMPANY (INCLUDING DIRECTORS FOR ACCRUED AND UNPAID FEES;  IF JUSTIFIED, MINIMAL EXPLORATION ON THE COMPANY’S PROSPECTING LICENCES THAT ARE OUTSIDE THE BCL JOINT VENTURE, IN PARTICULAR PL 59/2008.

6a Is the entity an[+] eligible entity YES. 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 30 NOVEMBER 2015. resolution under rule 7.1A was passed 6c Number of +securities issued NIL. without security holder approval under rule 7.1

  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

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)
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)
NIL. NIL.
NIL.
505,572,770 ORDINARY SHARES.

N/A
N/A
RULE 7.1 – 97,503,319
RULE 7.1A – 65,002,213
15 MARCH 2016.
Number +Class
1,155,594,903
410,233,933
ORDINARY SHARES
OPTIONS
EXERCISE PRICE
1.5 CENTS ($0.015)
EXPIRING 31/12/16

Number +Class

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

ppendix 3B
ew issue announcement
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
THE COMPANY DOES NOT YET HAVE A
DIVIDEND POLICY. PAYMENT OF FUTURE
DIVIDENDS WILL DEPEND UPON THE FUTURE
PROFITABILITY AND FINANCIAL POSITION OF
THE COMPANY.

Part 2 - 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 offer
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
NO.
NON-RENOUNCEABLE.
SEVEN (7) NEW SHARES FOR EVERY NINE (9)
SHARES HELD ON THE RECORD DATE.
ORDINARY SHARES.
18 FEBRUARY 2016.
YES.
FRACTIONAL
ENTITLEMENTS
WILL
BE
ROUNDED UP.
ALL COUNTRIES IN WHICH THE ENTITY HAS
SECURITY HOLDERS EXCEPT AUSTRALIA AND
NEW ZEALAND.
7 MARCH 2016.
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

20
Names of any underwriters
21
Amount of any underwriting fee
or commission
22
Names of any brokers to the issue
TRAYBURN PTY LTD (“TRAYBURN”) WILL
PARTIALLY UNDERWRITE THE ISSUE TO A
MAXIMUM OF 151,135,489 FULLY PAID
ORDINARY
SHARES
FOR
A
TOTAL
COMMITMENT $302,270.98. THE NUMBER
OF SHARES TAKEN UP BY TRAYBURN WILL BE
SCALED BACK SO THAT THE VOTING POWER
OF TRAYBURN AND ITS ASOCIATES IN THE
COMPANY DOES NOT EXCEED 20% AFTER THE
ISSUE OF SHARES TO APPLICANTS UNDER THE
ISSUE, THE PLACEMENT OF ANY SHORTFALL
AND THE ISSUE OF THE UNDERWRITTEN
SHARES. MR PATRICK JOHN VOLPE, A
DIRECTOR AND SUBSTANTIAL SHAREHOLDER
OF BOTSWANA METALS LIMITED, IS A
DIRECTOR AND SUBSTANTIAL SHAREHOLDER
OF TRAYBURN PTY LTD.
MONVALE INVESTMENTS PTY LTD AS TRUSTEE
FOR THE OMISSAM TRUST (“MONVALE”) WILL
PARTIALLY UNDERWRITE THE ISSUE TO A
MAXIMUM
OF
25,000,000
FULLY
PAID
ORDINARY
SHARES
FOR
A
TOTAL
COMMITMENT $50,000.00. THE NUMBER OF
SHARES TAKEN UP BY MONVALE WILL BE
SCALED BACK SO THAT THE VOTING POWER
OF MONVALE AND ITS ASOCIATES IN THE
COMPANY DOES NOT EXCEED 20% AFTER THE
ISSUE OF SHARES TO APPLICANTS UNDER THE
ISSUE, THE PLACEMENT OF ANY SHORTFALL
AND THE ISSUE OF THE UNDERWRITTEN
SHARES. MR MASSIMO LIVIO CELLANTE, A
DIRECTOR AND SHARHEOLDER OF BOTSWANA
METALS
LIMITED,
IS
A
DIRECTOR
OF
MONVALE AND A BENEFICIARY OF THE
OMISSAM TRUST.
5%
(PLUS
GST)
OF
THE
AMOUNT
UNDERWRITTEN.
FOXFIRE CAPITAL PTY LTD WILL PLACE THE
SHORTFALL (IF ANY) ON A BEST ENDEAVOURS
BASIS. MR PATRICK JOHN VOLPE, A DIRECTOR
AND SUBSTANTIAL SHAREHOLDER OF
BOTSWANA METALS LIMITED, IS A
SUBSTNATIAL SHAREHOLDER OF, AND
CONSULTANT TO,FOXFIRE CAPITAL PTY LTD.
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

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
of their entitlements (except by
sale through a broker)?
33
+Issue date
5% (PLUS GST) OF THE VALUE OF THE
SHORTFALL SHARES PLACED.
N/A
N/A
23 FEBRUARY 2016.
10 FEBRUARY 2016.
N/A
N/A
N/A
N/A
N/A
15 MARCH 2016.

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 )

  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

  • (a) X +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

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

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  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

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)

==> picture [212 x 315] intentionally omitted <==

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

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: .................................................... Date: .. 9 FEBRUARY 2016 (Company Secretary)

Print name: MR RAMON JIMENEZ

== == == == ==

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

Appendix 3B New issue announcement

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 placement capacity is calculated

==> picture [428 x 385] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 568,822,164
securities on issue 12 months before the
+ issue date or date of agreement to issue
Number Date Issue Type
Add the following:
76,033,271 21/07/2015 Share Purchase
• Number of fully paid [+] ordinary securities Plan
issued in that 12 month period under an
exception in rule 7.2 3,500,000 27/07/2015 Exercise of
Performance
• Number of fully paid [+] ordinary securities Rights
issued in that 12 month period with
shareholder approval 1,666,698 05/08/2015 Share Purchase
Plan
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary
securities cancelled during that 12 month
period
“A” 650,022,133
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

==> picture [390 x 593] intentionally omitted <==

----- Start of picture text -----

Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 97,503,319
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insert number of [+] equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C” NIL
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 97,503,319
Note: number must be same as shown in
Step 2
Subtract “C” NIL
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 97,503,319
[Note: this is the remaining placement
capacity under rule 7.1]
----- End of picture text -----

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” Note: number must be same as shown in Step 1 of Part 1

650,022,133

Step 2: Calculate 10% of “A”

==> picture [391 x 319] intentionally omitted <==

----- Start of picture text -----

“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 65,002,213
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of [+] equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix 3B
to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with in
Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E” NIL
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 12

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10
Note: number must be same as shown in
Step 2
65,002,213
Subtract“E”
Note: number must be same as shown in
Step 3
NIL
Total[“A” x 0.10] – “E” 65,002,213
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 13