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VOLTAIC STRATEGIC RESOURCES LTD Capital/Financing Update 2019

Mar 5, 2019

66024_rns_2019-03-05_3143ba82-0fce-41be-8d1d-bbcb9a9db57f.pdf

Capital/Financing Update

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ABN 66 138 145 114

20 Howard Street Perth WA 6000

PO Box Z5207 St George’s Terrace Perth WA 6831

www.EonNRG.com Fax: 08 6144 0593 ASX Code: E2E

Tel: 08 6144 0590

ASX Announcement/Media Release

6 March 2019

NEW ISSUE ANNOUNCEMENT

Rights Issue:

Eon NRG Ltd (ASX: E2E) ( Eon or the Company ) is pleased to announce that it has completed a pro-rata renounceable entitlement offer that was announced on 6 February 2019 and which closed on Thursday 28 February.

The Company has today allotted 363,499,774 New Shares (ASX: E2E ) and 363,499,774 New Options[1] (ASX: E2EOA ) as set out in the attached Appendix 3B.

Total funds received from shares issued is as follows:

Shares
Issued
Options
Issued
Capital
Raised2
Shares/Options applied for under
rightsissue
135,921,203 135,921,203 $951,448
Shortfall placed by Lead Manager 227,578,571 227,578,571 $1,593,050
Total Shares/Options to be issued **363,499,774 ** **363,499,774 ** $2,544,498

In addition, the Company also issued 8 million New Options[1] to CPS Capital Group Pty Ltd or its nominees in accordance with the mandate to act as the Lead Manager and Underwriter for the Renounceable Rights Issue. The options are issued under the same terms as those offered under the Renounceable Rights Issue.

E2E Option Reprice:

In accordance with Clause 5.6 (l) of options terms (as set out in the prospectus dated 27 October 2017 issued by Eon) and Listing Rule 6.22.2, the exercise price of the existing listed options (ASX: E2EO ) the exercise price will be changed from A$0.02 per option to A$0.0188 per option .

ENDS

1 Exercise price A$0.015, expiry 22 February 2021

2 Before costs

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

Eon NRG Limited ( E2E )

ABN

66 138 145 114

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
1. Fully paid ordinary shares in the capital
of E2E (Shares).
2. Listed
options to acquire
Shares
(Options).
E2E issued:
1. 363,499,774 Shares (subject to rounding)
(New Shares); and
2. 363,499,774 Options (subject to rounding)
(New Options);
under a renounceable pro-rata entitlement offer
announced to ASX on 6 February 2019. The
New Shares were issued on a 1:1 basis with 1
attaching New Option issued for every New
Share issued.
3. 8,000,000 New Options to CPS Capital
Group Pty Ltd (or its nominees) – Refer 21
below
  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

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)
4
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
5
Issue price or consideration
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)
1. New Shares: The same as the terms of
existing Shares.
2. New Options: Exercise price of $0.015
per New Option and an expiry date of
22 February 2021.
1. New Shares: Yes.
2. New Options: This will be a new class
of security. Each share issued on
exercise of a New Option will rank
equally in all respects from the date of
issue with other ordinary shares on
issue.
$0.007 per New Share with 1 attaching New
Option forevery New Shareissued.
No.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
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
Not applicable.

Not applicable.
Not applicable.
Not applicable.
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

  • 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.

6 March 2019 (unless the closing date is extended)

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)
Number +Class
769,888,934
(including
363,499,774 New
Shares to be issued
under Entitlement
Offer)
204,194,580existing
Options
371,499,774New
Options (being the
number of options that
are issued under the
Entitlement Offer,
including 8 million
options to CPS Capital
as part of underwriting
agreement – see 21
below)
Ordinary Shares
Listed options (ASX:
E2EO) exercisable at
$0.0188 (Note –
exercise price has
been adjusted from
$0.020 in accordance
with option terms)
expiry date
29/11/2019
Listed options
exercisable at $0.015
expiring 22/02/2021
  • Number +Class

  • 9 Number and[+] class of all[+] securities Nil Nil not quoted on ASX ( including the +securities in section 2 if applicable)

  • 10 Dividend policy (in the case of a Not applicable. trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

art 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 sub-registers) 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
20
Names of any underwriters
21
Amount of any underwriting fee or
commission
No.
Renounceable.
1 New Share for every Share held at the record
date for the Entitlement Offer plus 1 attaching
New Option for every New Share issued.
1. Ordinary Shares.
2. ListedOptions.
7.00 pm AEDT on 11 February 2019
No.
Where fractions arise in the calculation of
entitlements, the number of New Shares or New
Options will be rounded down to the nearest
whole number.
Only security holders with registered addresses
in Australia and New Zealand will be eligible to
participate in the Entitlement Offer.
In accordance with Listing Rule 7.7, E2E
appointeded CPS Capital Group Pty Ltd as
nominee to sell the entitlements to which
ineligible shareholders are entitled and remit net
proceeds (ifany) to them.
5.00 pm AEDT on 28 February 2019 (unless
extended).
CPS Capital Group Pty Ltd (up to $1,200,000
of New Shares).
Lead Manager Fee – $60,000
Management Fee - 1% of total capital raised
Underwriting Fee – 5% of amount
underwritten
Placement Fee – 5% of shortfall placed over
underwritten amount
(All above are exclusive of GST)
8 million New Options (same class as being
issuedin Entitlement Offer)
  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

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 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?
No person has been appointed to act as broker
to the Entitlement Offer. CPS Capital Group Pty
Ltd will act as lead manager.
N/A
N/A
Not applicable.
A prospectus and entitlement and acceptance
form will be despatched to eligible
shareholders by no later than 14 February
2019.
7 February 2019
8 February 2019
21 February 2019
Eligible shareholders who wish to sell their
entitlements in full on ASX must instruct their
broker and provide details as requested from
their Entitlement and Acceptance Form. All
ASX sales of entitlements must be made by
close of the entitlement trading period
(21 February2019).
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
Eligible shareholders who wish to sell part of
their entitlements through a broker and accept
the balance must:

in respect of the part of their entitlements
to be sold on ASX, instruct their broker
and provide details as requested from their
Entitlement and Acceptance Form; and

in respect of the part of their entitlements
to be accepted, complete and return their
Entitlement and Acceptance Form with the
requisite application monies or pay the
requisite application monies by BPAY®
by following the instructions set out in
their Entitlement and Acceptance Form.
All ASX sales of entitlements must be made
by close of the entitlement trading period
(21 February2019).
Eligible shareholders who wish to transfer all
or part of their entitlements other than on ASX
must send a completed Renunciation and
Transfer Form (available from E2E’s registry)
to E2E’s registry by 7.00pm (AEDT) on
21 February 2019 together with application
monies payable (from the buyer) and the
Entitlement and Acceptance Form (in respect
of the New Shares being applied for by the
buyer). A Renunciation and Transfer Form
may only be used for Issuer Sponsored
holdings and the Registry will not process any
transfers involving broker sponsored/CHESS
sponsoredholdings.
6 March 2019
  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

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 (See Annexure 2)

  • 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

(See Annexure 2)

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

Not Applicable

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: ......6 March 2019....... (Company secretary)

Print name: Simon Adams

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

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

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Rule 7.1 – Issues exceeding 15% of capital
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Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
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Insert number of fully paid [+] ordinary 406,389,160
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 363,499,774
• 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 0
+ ordinary securities cancelled during that
12 month period
“A” 769,888,934
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Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 115,483,340
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
8,000,000
“C”
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
115,483,340
Subtract“C”
Note: number must be same as shown in
Step 3
8,000,000
Total[“A” x 0.15] – “C” 107,483,340
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

Part 2

art 2 art 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
N/A
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 N/A
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insertnumber 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
N/A
“E” N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013

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

Appendix 3B Page 14

04/03/2013

Appendix 3B – Annexure 2

20 largest holders of the additional securities

Name Quantity
1. ROOKHARP INVESTMENTS PTY 30,000,000
2. MGL CORP PTY LTD 14,285,715
3. ASCOT PARK ENTERPRISES PTY LTD 14,000,000
4. MERCHANT HOLDINGS PTY LTD 12,000,000
5. MANDATE 322 PTY LTD 10,714,286
6. MR RYAN JAMES ROWE 10,000,000
7. SUGARLOAF VENTURES PTY LTD 7,142,857
8. MR CARRICK DURRANT RYAN 7,142,857
9. MR IAN MICHAEL PATERSON PARKER 7,142,857
10. TOLTEC HOLDINGS PTY LTD 7,142,857
11. MRS ZI JUAN QI 7,142,857
12. MRS YAN WANG 7,142,857
13. ZERRIN INVESTMENTS PTY LTD 7,142,857
14. PLAN-1 PTY LTD 7,142,857
15. MR KIM MAXWELL STEDMAN & 7,007,238
16. STONNINGTON SECURITIES PTY LTD 7,000,000
17. MR DAVID ARITI 6,000,000
18. BEIRA PTY LIMITED 5,792,738
19. DR DAVID CAMPBELL BEECHAM 5,714,286
20. MR PETER JOHN DOWLING 5,400,000

Distribution schedule for additional securities

Options (Exercise price Number of Options Number of Option
$0.015, Expiry date 22 holders
February 2021)
1 - 1,000 1,102 2
1,001 - 5,000 6,810 3
5,001 - 10,000 27,000 3
10,001 - 100,000 2,099,582 39
100,001 and over 361,365,280 137
TOTAL 362,999,774 184
  • See chapter 19 for defined terms.

Appendix 3B Page 15

04/03/2013