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WEEBIT NANO LTD Capital/Financing Update 2013

Nov 5, 2013

66042_rns_2013-11-05_436e7daf-0385-42db-b4e3-d9d158bb1217.pdf

Capital/Financing Update

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Suite 7, 55 Hampden Road, Nedlands WA 6009 P.O.Box 994, Subiaco WA 6904 Tel: +61 (08) 9389 9919 Fax: +61 (08) 9389 0576

==> picture [141 x 62] intentionally omitted <==

5 November 2013

The Manager Company Announcements Office ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

NOTICE UNDER SECTION 708A(5) OF THE CORPORATIONS ACT

As per the mandate announced on 4 October 2013, Radar Iron Ltd (“Radar” or the “Company”) has completed the issue of 5 million unlisted options exercisable into fully paid ordinary shares at a five cent price each and expiring on 16 September 2018. The Company is seeking approval for this issue at the Annual General Meeting on 28 November.

The Corporations Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, sale of the Securities noted above will fall within the exemption in section 708A(5) of the Corporations Act.

The Company hereby notifies under section 708A(5)(e) of the Corporations Act that:

  • (a) the Securities were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

  • (b) as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company;

  • (c) as at the date of this notice, the Company has complied with section 674 of the Corporations Act as it applies to the Company; and

  • (d) as at the date of this notice, there is no information:

  • i. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

  • ii. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

    • A. The assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

    • B. The rights and liabilities attaching to the Securities.

Yours faithfully, Radar Iron Ltd

Damon Sweeny Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B New issue announcement

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

RADAR IRON LTD

ABN

15 146 455 576

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 a) Unquoted September 2018 Options be issued b) Unquoted September 2018 Options 2 Number of[+] securities issued or a) 2,500,000 to be issued (if known) or b) 2,500,000 maximum number which may be issued 3 Principal terms of the a) Options – exercisable at 5 cents each, vesting on +securities (eg, if options, the signing of an agreement to acquire an exercise price and expiry date; if interest in an iron ore project currently under partly paid +securities, the review, expiring on 16 September 2018 b) Options – exercisable at 5 cents each, vesting on amount outstanding and due the first shipment of iron ore from the project dates for payment; if +convertible securities, the currently under review, expiring on 16 September 2018 conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

4 Do the[+] securities rank equally a) No – Upon exercise of Options – Shares in all respects from the date of rank equally in all respects with Ordinary Shares. allotment with an existing[+] class b) No – Upon exercise of Options – Shares of quoted[+] securities? rank equally in all respects with Ordinary Shares. 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 a) & b) $100 6 Purpose of the issue a) & b) under a mandate for the financing &/or (If issued as consideration for partial acquisition of an identified iron ore project in the acquisition of assets, clearly South America. identify those assets) 6a[[+]] YES

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

N/A

N/A

  • See chapter 19 for defined terms.

Appendix 3B Page 3

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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
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)
N/A
N/A
N/A

N/A
N/A
N/A
a) & b) 1 November 2013
Number +Class
81,340,070 Ordinary fully paid shares
  • See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New 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)
Number +Class
20,375,000
2,375,000
300,000
5,000,000
 $0.25 options exercisable on or
before 30 November 2013
(unlisted)
 $0.30 options exercisable on or
before 31 May 2014 (unlisted)
 $0.45 options exercisable on or
before 31 July 2014 (unlisted)
 $0.05 options exercisable on or
before 16 September 2018
(unlisted)
N/A

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 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.

  • See chapter 19 for defined terms.

Appendix 3B Page 5

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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?
31 How do+security holders sell
  • See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

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 +Despatch date

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
  • See chapter 19 for defined terms.

Appendix 3B Page 7

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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)

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

Number +Class

  • See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

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 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: .......... Company Secretary

Print name: .....................................

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

1.1 Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

1.2 Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

Add the following:

  • 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

  • Subtract the number of fully paid ordinary securities cancelled during that 12 month period

“A”

  • See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15
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
“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
Subtract“C”
Note: number must be same as
shown in Step 3
Total[“A” x 0.15] – “C” [Note: this is the remaining placement capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 11

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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

Step 2: Calculate 10% of “A”

0.10 “D” Note: this value cannot be changed Multiply “A” by 0.10

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”

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 Subtract “E” Note: number must be same as shown in Step 3 Note: this is the remaining Total [“A” x 0.10] – “E” placement capacity under rule 7.1A

  • See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012