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Appendix 3B

30 May 2019 09:17

RNS Number : 5974A
MOD Resources Limited
30 May 2019
 

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

MOD Resources Limited

 

ABN

78 003 103 544

 

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

 

Unlisted $0.435 Options expiring 29 May 2023

 

 

 

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

3,630,000 Unlisted $0.435 Options expiring 29 May 2023

 

 

 

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)

Unlisted $0.435 Options expiring 29 May 2023, vesting 36 months from date of issue and subject to a restriction period until 29 May 2022.

 

 

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

Upon exercise of the options, the shares will rank equally with ordinary shares currently on issue other than they will be subject to a restriction period until 29 May 2022.

 

 

 

 

 

 

 

5

Issue price or consideration

 

Nil

 

 

 

 

 

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

 

 

Issue of options to directors pursuant to Company's Employee Incentive Plan approved by shareholders at the meeting held 29 May 2019.

 

 

 

 

 

 

 

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

Yes

 

 

 

 

 

 

6b

The date the security holder resolution under rule 7.1A was passed

29 May 2019

 

 

 

 

 

 

6c

Number of +securities issued without security holder approval under rule 7.1

N/A

 

 

 

 

 

 

6d

Number of +securities issued with security holder approval under rule 7.1A

N/A

 

 

 

 

 

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

N/A

 

 

 

 

6f

Number of +securities issued under an exception in rule 7.2

3,630,000 Unlisted $0.435 Options expiring 29 May 2023

 

 

 

 

 

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.

N/A

 

 

 

 

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

N/A

 

 

 

 

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

Refer Annexure 1

 

 

 

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.

Cross reference: item 33 of Appendix 3B.

29 May 2019

 

 

 

 

Number

+Class

 

 

8

Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

303,737,076

 

Fully Paid Ordinary shares

 

 

 

9

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

 

 

 

40,673,566

 

 

 

3,015,000

 

 

 

 

 

 

 

3,015,000

 

 

 

 

 

 

 

3,015,000

 

 

 

 

 

 

 

3,050,000

 

 

 

5,030,000

 

 

 

 

 

 

 

3,630,000

Unlisted options with a nil exercise price and expiring on 16 November 2021

 

Unlisted options exercisable at $0.457 on or before 30 January 2023, vesting 12 months from the date of issue and subject to a restriction period to 30 January 2022;

 

Unlisted options exercisable at $0.707 on or before 30 January 2023 vesting 24 months from the date of issue and subject to a restriction period to 30 January 2022;

 

Unlisted options exercisable at $0.907 on or before 30 January 2023 vesting 36 months from the date of issue and subject to a restriction period to 30 January 2022;

 

Performance Rights vesting in various tranches expiring 21 February 2022;

 

Unlisted options exercisable at $0.522 on or before 12 April 2023 vesting 36 months from the date of issue and subject to a restriction period to 12 April 2022;

 

Unlisted options exercisable at $0.435 on or before 29 May 2023 vesting 36 months from the date of issue and subject to a restriction period to 29 May 2022;

 

 

 

 

 

 

 

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

The Company does not have a dividend policy.

 

 

 

 

Part 2 ‑ Pro rata issue

 

 

11

Is security holder approval required?

 

N/A

 

 

 

 

12

Is the issue renounceable or non-renounceable?

N/A

 

 

 

 

13

Ratio in which the +securities will be offered

N/A

 

 

 

 

14

+Class of +securities to which the offer relates

N/A

 

 

 

 

15

+Record date to determine entitlements

N/A

 

 

 

 

16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

N/A

 

 

 

 

17

Policy for deciding entitlements in relation to fractions

N/A

 

 

 

 

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.

N/A

 

 

 

 

 

 

19

Closing date for receipt of acceptances or renunciations

N/A

 

 

 

20

Names of any underwriters

 

N/A

 

21

Amount of any underwriting fee or commission

N/A

22

Names of any brokers to the issue

N/A

23

Fee or commission payable to the broker to the issue

N/A

24

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

 

N/A

25

If the issue is contingent on security holders' approval, the date of the meeting

N/A

26

Date entitlement and acceptance form and offer documents will be sent to persons entitled

N/A

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

N/A

28

Date rights trading will begin (if applicable)

N/A

29

Date rights trading will end (if applicable)

N/A

 

30

How do security holders sell their entitlements in full through a broker?

 

N/A

31

How do security holders sell part of their entitlements through a broker and accept for the balance?

N/A

32

How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

33

+Issue date

 

 

N/A

 

 

 

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

 

Entities that have ticked box 34(b)

 

38

Number of +securities for which +quotation is sought

 

N/A

 

 

39

+Class of +securities for which quotation is sought

 

N/A

 

 

40

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

N/A

 

 

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)

N/A

 

 

 

 

 

 

Number

+Class

42

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

 

 

 

N/A

 

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.

 

MARK CLEMENTS

Company Secretary

30 May 2019

== == == == ==

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

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 the +issue date or date of agreement to issue

264,815,953

 

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

 

 

(i) 16 November 2018 Issue of Shares

 

(ii) 30 January 2019 Issue of Shares

 

 

(iii) 27 February 2019 Issue of Shares pursuant to non-renounceable entitlement offer

 

(iv) 12 April 2019 Issue of Shares

 

(v) 12 April 2019 Issue of Shares following exercise of options

 

 

• 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

 

 

 

 

 

 

 

17,090,000

423,069

 

21,353,317

 

53,971

766

 

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

Nil

"A"

303,737,076

 

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

45,560,566

 

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number 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

45,560,566

 

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]

 

 

 

 

 

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

303,737,106

 

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

30,373,711

 

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

30,373,711

 

Subtract "E"

Note: number must be same as shown in Step 3

-

Total ["A" x 0.10] - "E"

30,373,711

Note: this is the remaining placement capacity under rule 7.1A

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
MSCWGUAGAUPBURU
Date   Source Headline
23rd Oct 201910:09 amRNSSuccessful Implementation of Scheme of Arrangement
23rd Oct 201910:01 amRNSCancellation of Unlisted Options
11th Oct 201910:47 amRNSAppendix 3B
11th Oct 201910:43 amRNSSection 708A Notice
9th Oct 201911:10 amRNSSuspension from Official Quotation
9th Oct 20199:39 amRNSScheme of Arrangement Becomes Effective
9th Oct 20197:30 amRNSSuspension - MOD Resources Limited
8th Oct 20197:00 amRNSCourt Approves Scheme
4th Oct 20197:00 amRNSCancellation of Performance Rights
2nd Oct 20191:15 pmRNSChange in substantial holding
2nd Oct 20199:01 amRNSResolutions of General Meeting and Scheme Meeting
2nd Oct 20197:00 amRNSChange in substantial holding
1st Oct 201911:30 amRNSChange in substantial holding
1st Oct 20197:38 amRNSResults of Scheme Meeting
1st Oct 20197:36 amRNSResults of General Meeting
1st Oct 20197:35 amRNSUpdate on Issue of Equity and TVR and Capital
27th Sep 201911:11 amRNSBecoming a substantial holder
25th Sep 201910:59 amRNSCash-settled Equity Swap
25th Sep 20197:19 amRNSUpdate on Cash Elections from MOD shareholders
24th Sep 20198:16 amRNSDisclosure of Cash-settled Equity Swap
20th Sep 20199:15 amRNSChange in substantial holding
18th Sep 20198:59 amRNSChange in substantial holding from SFR
18th Sep 20198:57 amRNSChange in substantial holding
18th Sep 20198:56 amRNSChange in substantial holding
16th Sep 201911:23 amRNSSection 708A Notice and Appendix 3B
12th Sep 20197:37 amRNSForm 604
12th Sep 20197:34 amRNSForm 604
12th Sep 20197:32 amRNSForm 604
6th Sep 20197:35 amRNSLetter to Shareholders - Scheme Booklet
4th Sep 20197:32 amRNSAfrica Down Under Conference Presentation
4th Sep 20197:30 amRNSHalf-Year Report
4th Sep 20197:24 amRNSReplacement on Issue of Equity and TVR and Capital
2nd Sep 20197:00 amRNSUpdate on Issue of Equity and TVR and Capital
29th Aug 201911:17 amRNSDespatch of Scheme Booklet
27th Aug 20197:00 amRNST3 Mine ESIA Progresses to Public Review
22nd Aug 20199:10 amRNSForm 604
22nd Aug 20199:07 amRNSForm 604
22nd Aug 20199:06 amRNSNotice of General Meeting and Proxy Form
22nd Aug 20199:03 amRNSRegistration of Scheme Booklet
21st Aug 20197:00 amRNSUpdate on the Proposed Sandfire Transaction
1st Aug 20198:45 amRNSUpdate on Issue of Equity and TVR and Capital
30th Jul 20197:01 amRNSQuarterly Cashflow Report
30th Jul 20197:00 amRNSQuarterly Activities Report
19th Jul 20198:27 amRNSSection 708A Notice & Appendix 3B
16th Jul 201910:14 amRNSForm 603 - Becoming a substantial holder from MUFG
16th Jul 201910:07 amRNSForm 603 - Becoming a substantial holder from MS
1st Jul 20197:00 amRNSUpdate on Issue of Equity and TVR and Capital
28th Jun 20197:00 amRNSAppendix 3Y
28th Jun 20197:00 amRNSForm 603 - Becoming a substantial holder from SFR
25th Jun 20197:01 amRNSSandfire to Acquire MOD - Investor Presentation

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