Share issue4 Mar 2019 06:50
Less than 10 days, if the subscription to pay the 1.6m is going ahead.
If you think this will knock down the shares price even temporary then it's an excellent opportunity to sell now and buy back in later in the month taking advantage of the potentially material dilllution.
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1.5 Subscription Agreement
The material terms of the Subscription Agreement are as follows:
(a) Variations to the Convertible Note Agreement
With effect from the date of the Subscription Agreement, the interest payment date for the interest due and payable under the Convertible Note Agreement for the 12 month period to 28 November 2018, being US$1,600,000, is deferred until the earlier of the date the Subscription Agreement is terminated and the date on which the condition precedent is satisfied (Completion Date).
The issue of Shares to LandOcean under the Subscription Agreement will be in full and final satisfaction of the Company's obligation to pay the Accrued Interest to LandOcean under the Convertible Note Agreement.
(b) Condition precedent
Completion of the issue of Shares under the Subscription Agreement is conditional on and does not become binding unless and until Shareholders have approved the issue of Shares to LandOcean.
If Shareholder approval is not obtained prior to 15 March 2019 (Cut Off Date), or the Subscription Agreement is terminated, the Company must pay the Accrued Interest to LandOcean in immediately available funds on the Cut Off Date.
(c) Subscription and issue
The number of Shares to be issued to LandOcean on the Completion Date will be calculated as follows:
Accrued Interest (converted into Australian dollars at the Exchange Rate) / Subscription Price
Where:
Accrued Interest means the total amount of interest due and payable by the Company to LandOcean pursuant the Convertible Note Agreement on the Interest Payment Date (as defined in the Convertible Note Agreement) falling in the 2018 calendar year, being US$1,600,000.
Exchange Rate means at any time, the mid-rate which appears on the Bloomberg Screen "USDAUD" at or about 11:00am Sydney time on that day.
Subscription Price means the amount per Share equal to the average of the daily volume weighted average sale price of Shares traded on the ASX during the 90 Trading Days prior to the Completion Date without reference to the sale price of Shares sold in:
· any transaction defined in the ASX Operating Rules as "special";
· crossings prior to the commencement of normal trading;
· crossings during the after hours adjust phase;
· overnight trades; or
· trades arising from the exercise of options in respect of Shares."
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