OCTAGONAL RESOURCES LTD Rule 2.7, 3.10.3, 3.10.4, 3.10.5
New issue announcement, application for quotation of additional securities and agreementInformation 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
OCTAGONAL RESOURCES LIMITEDABN
38 147 300 418We (the entity) give ASX the following information.
Part 1 - All issuesYou 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
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
Approximately 169,672,726 ordinary shares (New Shares) and 169,672,726 unlisted options (Options) pursuant to a non-renounceable entitlement offer (Rights Issue) described in the ASX announcement lodged with ASX on 23
October 2014.
The exact number of New Shares and Options to be issued pursuant to the Rights Issue is not known at the date of this Appendix 3B as it will depend on a number of factors including acceptances from shareholders and the Company's and Patersons Securities Limited's ability to place any shortfall.
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)
Rights Issue on the basis of 1 New Share for every 1 existing ordinary share held at an issue price of $0.013 per New Share. Each Shareholder will also be entitled to receive 1 attaching new (unlisted) Option for every New Share subscribed for, each exercisable into 1 Share at an exercise price of $0.02 per Share and expiring on 11
December 2015, for no additional cash consideration.
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
Yes, the New Shares will rank equally with existing ordinary shares.
5 Issue price or consideration $0.013 cents per New Share
6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
The net proceeds from the Rights Issue will be used by the Company for the following:
Development and production mining on the 1080 level at the Alliance South Deposit
Costs of the Offer
Working Capital
+ See chapter 19 for defined terms.
Appendix 3B Page 2 04/03/2013
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 November 2013
6c Number of +securities issued without security holder approval under rule 7.1
Nil
6d Number of +securities issued with security holder approval under rule
7.1A
Nil
6e Number of +securities issued with security holder approval under rule
7.3, or another specific security holder approval (specify date of meeting)
Nil
6f Number of +securities issued under an exception in rule 7.2
Nil
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
N/A
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.
20 November 2014
8 Number and +class of all
+securities quoted on ASX (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)
The Directors of the Company are unable to state when, or if, dividends will be paid in the future, as the payment of dividends will depend on the Company's profitability, financial position and cash requirements.
Part 2 - Pro rata issue
11 Is security holder approval No
required?
12 Is the issue renounceable or non- renounceable?
Non-renounceable
13 Ratio in which the +securities will be offered
1 New Shares for every 1 ordinary share held as at the Record Date.
14 +Class of +securities to which the offer relates
Ordinary fully paid shares
15 +Record date to determine entitlements
7.00pm AEDT on 29 October 2014
+ See chapter 19 for defined terms.
Appendix 3B Page 4 04/03/2013
16 Will holdings on different registers No (or subregisters) be aggregated for calculating entitlements?
17 Policy for deciding entitlements in relation to fractions
Rounding up
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.
Singapore
Italy
Hong Kong Canada Taiwan Thailand
19 Closing date for receipt of acceptances or renunciations
13 November 2014
20 Names of any underwriters Patersons Securities Limited
21 Amount of any underwriting fee or 6%
commission
22 Names of any brokers to the issue Patersons Securities Limited
23 Fee or commission payable to the broker to the issue
$20,000 (Lead Manager Fee) and 6% of the shortfall (not subscribed for by Octagonal Shareholders)
24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
Patersons will pay all handling fees
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
3 November 2014
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 20 November 2014
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
+ See chapter 19 for defined terms.
Appendix 3B Page 6 04/03/2013
100,001 and over
37 A copy of any trust deed for the additional +securities
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 +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
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)
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.
Sign here: Date: 23 October 2014 (Director/Company secretary)
Print name: Bob Tolliday
== == == == ==
+ See chapter 19 for defined terms.
Appendix 3B Page 8 04/03/2013
Appendix 3B - Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entitiesIntroduced 01/08/12 Amended 04/03/13
Part 1Rule 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 |
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 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 |
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period |
"A" |
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 9
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 | |
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 | |
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 10 04/03/2013
Part 2Rule 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" | |
"D" | 0.10 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" |
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 11
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 | |
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 12 04/03/2013
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