17 Sep 2010 07:00
Scotgold Resources Limited ("Scotgold" or the "Company")
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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
| Name of entity |
| SCOTGOLD RESOURCES LIMITED |
| ABN |
| 42 127 042 773 |
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
| Ordinary fully paid shares Options |
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| 2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued
| 29,326,690 ordinary shares 14,663,345 options
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| 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) | Options exercisable at 8 cents Options expire 30 April 2012
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| 4 | 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 | Yes
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| 5 | Issue price or consideration
| $0.035 per Share |
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6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
| The proceeds will be used for regional exploration and for general working capital. | |||||
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| 7 | Dates of entering +securities into uncertificated holdings or despatch of certificates
| 11 November 2010. | |||||
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| Number | +Class | ||||
| 8 | Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)
| 146,633,452
14,663,345
| Ordinary Fully Paid Shares (SGZ)
Options exercisable at 8 cents each on or before 30 April 2012 | ||||
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| Number | +Class |
| 9 | Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)
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| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | No plans to pay dividends at this stage | |
Part 2 ‑ Bonus issue or pro rata issue
| 11 | Is security holder approval required?
| No |
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| 12 | Is the issue renounceable or non-renounceable? | Non-renounceable |
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| 13 | Ratio in which the +securities will be offered | 1:4 |
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| 14 | +Class of +securities to which the offer relates | Ordinary Shares and Options |
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| 15 | +Record date to determine entitlements | 28 September 2010
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| 16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? | Yes |
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| 17 | Policy for deciding entitlements in relation to fractions
| Fractions rounded down |
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| 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. | None |
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| 19 | Closing date for receipt of acceptances or renunciations | 3 November 2010 |
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| 20 | Names of any underwriters
| None |
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| 21 | Amount of any underwriting fee or commission | N/A |
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| 22 | Names of any brokers to the issue
| None |
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| 23 | Fee or commission payable to the broker to the issue | N/A |
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| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders | None |
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| 25 | If the issue is contingent on +security holders' approval, the date of the meeting | No |
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| 26 | Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled | 5 October 2010 |
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| 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 |
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| 28 | Date rights trading will begin (if applicable) | N/A |
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| 29 | Date rights trading will end (if applicable)
| N/A |
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| 30 | How do +security holders sell their entitlements in full through a broker? | N/A |
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| 31 | How do +security holders sell part of their entitlements through a broker and accept for the balance? | N/A |
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| 32 | How do +security holders dispose of their entitlements (except by sale through a broker)? | N/A |
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| 33 | +Despatch date
| 11 November 2010 |
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)
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| (a) | X | Securities described in Part 1 |
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| (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 |
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| 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 TO BE ADVISED | |
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| 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 TO BE ADVISED | |
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| 37 | A copy of any trust deed for the additional +securities 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 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.
For further information:
United Kingdom:
| Scotgold Resources Limited | Westhouse Securities Limited | Bankside Consultants |
| Chris Sangster (CEO) | Richard Baty / Petre Norton | Simon Rothschild / Oliver Winters |
| Tel: +44 (0)1838 400 306 | Tel: +44 (0)20 7601 6100 | Tel +44 (0)20 7367 8888 |
Australia:
| Scotgold Resources Limited | Professional Public Relations |
| Shane Sadleir (Non-Executive Director) | Karen Oswald |
| Tel: +61 (8) 9428 2950 Mobile: +61 (0) 411 704 498 | Tel: +61 (8) 9388 0944 Mobile: +61 (0) 423 602 353 |