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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