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WEEBIT NANO LTD — Capital/Financing Update 2014
May 21, 2014
66042_rns_2014-05-21_0b2b4545-b26b-4a12-9946-d418e0f063b3.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
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22 May 2014
The Manager Company Announcements Office ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000
On 6 May Radar Iron Ltd (“Radar” or the “Company”) completed the issue of 17.2 million fully paid ordinary shares at five cents each pursuant to the agreements relating to its Yerecoin acquisition (announced separately).
In accordance with the requirements of ASX Listing Rule 3.10.5A, the Company advises the following particulars in respect to the 8,134,007 Shares issued pursuant to ASX Listing Rule 7.1A:
| (a) Details of dilution: | Percentage of pre-placement issued capital | 10% |
|---|---|---|
| represented by securities issued | ||
| Percentage of post-placement issued capital | 82% | |
| (including Shares issued under rule 7.1) held by | ||
| pre-placement security holders | ||
| Participation by existing security holders | Nil |
- (b) Reasons for issue of Shares as a placement under rule 7.1A:
The Company did not offer not a pro rata issue or other type of issue in which existing ordinary security holders would have been eligible to participate, as the timing of the acquisition of Yerecoin (a major iron ore project) did not allow for such. The Company also took the opportunity to secure a new cornerstone investor and accompanying new director who brought valuable technical knowledge and capability to Radar, and offer a long term commitment to the Company.
- (c) Details of any underwriting arrangements:
Not applicable
- (d) Details of other fees:
Not applicable
A replacement Appendix 3B including the VWAP calculation information at box 6g in relation to the issue of the securities is appended below.
Yours faithfully, Radar Iron Ltd
Damon Sweeny Company Secretary
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
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 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 (eg, 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) |
a) fully paid ordinary shares |
|---|---|
| a) 17,200,000 | |
| N/A |
- 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) Yes 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 a) $860,000 6 Purpose of the issue a) to raise funds to pay the first tranche of the (If issued as consideration for purchase price for the Yerecoin acquisition. the acquisition of assets, clearly identify those assets)
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 resolution under rule 7.1A was 29/11/2013 passed
- See chapter 19 for defined terms.
Appendix 3B Page 3
01/08/2012
Appendix 3B New issue announcement
| 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) 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 |
9,065,993 | 9,065,993 |
|---|---|---|
| 8,134,007 | ||
| N/A | ||
| N/A | ||
Yes Issue Date 29 April 2013 Issue Price: $0.05 15day VWAP: $0.051 Source : IRESS |
||
| N/A | ||
| N/A | ||
| a) & b) 6 May 2014 | ||
| Number | +Class |
- See chapter 19 for defined terms.
Appendix 3B Page 4
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Appendix 3B New issue announcement
8 Number and +class of all +securities quoted on ASX 98,540,070 Ordinary fully paid shares ( including the securities in section 2 if applicable)
| 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 |
|---|---|---|
| 2,375,000 300,000 5,000,000 |
$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?
- See chapter 19 for defined terms.
Appendix 3B Page 5
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Appendix 3B New issue announcement
| 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. | |
| 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 |
- See chapter 19 for defined terms.
Appendix 3B Page 6
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Appendix 3B New issue announcement
| 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 +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
- 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(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 8
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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)
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 9
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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: 6 May 2014 Company Secretary
Print name: Damon Sweeny
- See chapter 19 for defined terms.
Appendix 3B Page 10
01/08/2012
Appendix 3B New issue announcement
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 11
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 81,340,070
-
securities on issue 12 months before date of issue or agreement to issue Add the following: • Number of fully paid ordinary NIL securities issued in that 12 month period under an exception in rule 7.2
-
• Number of fully paid ordinary NIL securities issued in that 12 month period with shareholder approval
• Number of partly paid ordinary NIL securities that became fully paid in that 12 month period Subtract the number of fully paid ordinary securities cancelled during NIL that 12 month period “A” 81,340,070
- See chapter 19 for defined terms.
Appendix 3B Page 12
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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 | 12,201,011 |
| 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 |
This issue: 9,065,993 |
| “C” | 9,065,993 |
| 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 |
12,201,011 |
| Subtract“C” Note: number must be same as shown in Step 3 |
9,065,993 |
| Total[“A” x 0.15] – “C” | 3,135,018 [Note: this is the remaining placement capacity under rule 7.1] |
| 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 | 12,201,011 |
| 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 |
This issue: 9,065,993 |
| “C” | 9,065,993 |
| 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 |
12,201,011 |
| Subtract“C” Note: number must be same as shown in Step 3 |
9,065,993 |
| Total[“A” x 0.15] – “C” | 3,135,018 [Note: this is the remaining placement capacity under rule 7.1] |
- See chapter 19 for defined terms.
Appendix 3B Page 13
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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
81,340,070
Step 2: Calculate 10% of “A”
0.10 “D” Note: this value cannot be changed Multiply “A” by 0.10 8,134,007
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 This issue : 8,134,007
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 8,134,007 Note: number must be same as shown in Step 2 Subtract “E” 8,134,007 Note: number must be same as shown in Step 3 NIL Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A
- See chapter 19 for defined terms.
Appendix 3B Page 14
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Appendix 3B New issue announcement
- See chapter 19 for defined terms.
Appendix 3B Page 15
01/08/2012