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VOLT RESOURCES LIMITED Capital/Financing Update 2015

Jul 29, 2015

66019_rns_2015-07-29_c96e1252-a02b-4df8-babb-c18f3ecd9336.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT

By e-lodgement

30 July 2015

Rights Issue – Shortfall Notice

Mozambi Resources Limited (ASX: MOZ) (“ Mozambi ” or “the Company ”) refers to its non-renounceable prorata Rights Issue of one (1) new share for every four (4) shares held on the Record Date at an issue price of 1.2 cents ($0.12) per share. Each two (2) new shares successfully subscribed will be issued together with one (1) free attaching MOZO option, having an exercise price of $0.02 and expiry date of 31 December 2017, to raise up to approximately $926,000 before the costs of the issue.

This notice is given in accordance with Appendix 7A of the ASX Listing Rules.

The Directors advise that the Rights Issue closed on 28 April 2015.

Mozambi received valid acceptances for 50,925,771 new shares and 25,462,886 free attaching options (MOZO).

The total shortfall under the Rights Issue was 26,235,798 new shares and 13,117,899 free attaching options (Shortfall) . All Shortfall will be allocated to Alignment Capital in accordance with the terms of the mandate arrangement. Alignment Capital have advised the Company that there is strong demand for the Shortfall, whereby it is expected that such will be allocated within the coming week.

The allotment and issue of new shares and options to accepting shareholders will occur on or about 5 August 2015. Holding statements for the new shares and options will be despatched shortly thereafter.

Net proceeds from the Rights Issue will be applied as described in the prospectus lodged with ASX on 24 June 2015.

The Directors of the Company would like to express their thanks for the support provided by participants in the capital raising.

If you have any queries concerning the Rights Issue, or the action you are require to take to subscribe for New Shares and Options, please contact your financial adviser or Adrien Wing, Chairman and Company Secretary of Mozambi, on +61 3 9614 0600.

For and on behalf of Mozambi Resources Limited

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Adrien Wing Mozambi Resources Ltd

Chairman and Company Secretary

Mozambi Resources Limited ACN 106 353 253 Level 17, 500 Collins Street, Melbourne Victoria 3000 Tel: (+613) 9614 0600 Fax: (+613) 9614 0550

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

Name of entity

Mozambi Resources Limited

ABN

28 106 353 253

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 (a) Ordinary fully paid shares (MOZ) to be issued (b) Listed Options (MOZO) 2 Number of[+] securities issued (a) 50,925,771 or to be issued (if known) or maximum number which may be issued (b) 25,462,886 3 Principal terms of the (a) Shares - same as existing upon issue +securities (eg, if options, exercise price and expiry date; (b) Options - exercise price of 2 cents ($0.02) and if partly paid[+] securities, the expiry date of 31 December 2017 amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

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
(a) Shares - Yes
(b) Options – Yes
(a) Shares issued at $0.012 per share
(b) Options are free attaching
Funds raised by the Rights Issue will be used, as
detailed in Section 2 of the Company’s Offer
Document dated 24 June 2015.
Yes
27 November 2014
Nil
Nil
  • See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

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
Dates of entering
+securities
into uncertificated holdings or
despatch of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including
the
securities
in
section 2 if applicable)
(a) 50,925,771 shares
(b) 25,462,886 options

N/a
N/a
Refer to Annexure 1 below
5 August 2015
Number +Class
359,571,192
179,962,885
Ordinary Shares
Options $0.02
expiring on or before
31 December 2017
(MOZO)
  • See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
section 2 if applicable)
Number +Class
15,000,000
2,200,000
475,000
Options exercisable at
$0.02 (2 cents) on or
before
31
December
2017
(Related
Party
Options)
Options exercisable at
$0.25 (25 cents) on or
before
30
November
2016
Options exercisable at
$0.25 (25 cents) on or
before2 August2016
  • 10 Dividend policy (in the case of a Unchanged trust, distribution policy) on the increased capital (interests)

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.
No
Non renounceable
1 share for every 4 share held at the record date,
and 1 free attaching option for every 2 shares
issued
Ordinary shares and MOZO options
30 June 2015
Yes
Rounded up
UK, Hong Kong, Republic of Singapore, USA,
Commonwealth of Bahamas
  • See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

Appendix 3B New issue announcement

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)
30
How do+security holders sell
their entitlements_in full_through
a broker?
28 July 2015
Nil
N/a
Alignment Capital Pty Ltd [ACN 053 868 410]
[AFSL 288877]
(a) an broking fee of 6% of the offer. The broker
reserves the right to pass on some, or all, of
the broking fee to nominees; and
(b) a success fee of 1%.
The Company has also agreed to issue to the
broker (or its nominee/s) up to 22,000,000 options
(MOZO) subject to shareholder approval.
N/a
N/a
3 July 2015
24 June 2015
N/a
N/a
N/a
  • See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

31 How do[+] security holders sell N/a part of their entitlements through a broker and accept for the balance? 32 How do +security holders N/a dispose of their entitlements (except by sale through a broker)? 33 +Despatch date 5 August 2015

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

To be provided after completion of rights issue

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

To be provided after completion of rights issue

37

  • [A copy of any trust deed for the additional ][+][securities ]
  • See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

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

  • 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.

  • See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

Appendix 3B New issue announcement

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

Sign here: ....... .... Date: 30 July 2015 (Director/Company secretary)

Print name: Adrien Wing

  • See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

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

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

Insert number of fully paid [+] ordinary 212,541,987
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
103,925,769
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
• 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” 316,467,756
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 47,470,163
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insertnumber 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

2,000,000 options issued per
Appendix 3B dated 25 February 2015

2,500,000 shares issued per
Appendix 3B dated 25 February 2015

5,881,868 shares issued per Appendix
3B dated 21 April 2015

20,000,000 options issued per Appendix
3B dated 21 April 2015

1,000,000 options issued per Appendix
3B dated 15 May 2015

588,235 shares issued per Appendix 3B
dated 15 May 2015

3,300,000 shares issued per Appendix
3B dated 28 May 2015

4,279,134 shares issued per Appendix
3B dated 16 June 2015
“C” 39,549,237
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
47,470,163
Subtract“C”
Note: number must be same as shown in
39,549,237
  • See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B New issue announcement

Step 3
Total[“A” x 0.15] – “C” 7,920,926
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

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” 316,467,756 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10

Note: this value cannot be changed Multiply “A” by 0.10 31,646,776

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued  26,554,199 shares issued per Appendix or agreed to be issued in that 12 month 3B dated 16 June 2015 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” 26,554,199

  • See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

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
31,646,776
Subtract“E”
Note: number must be same as shown in
Step 3
26,554,199
Total[“A” x 0.10] – “E” 5,092,577
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012