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Wolf Minerals Limited  -  WLFE   

Appendix 3B

Released 07:00 10-Jan-2013

RNS Number : 2219V
Wolf Minerals Limited
10 January 2013
 



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

WOLF MINERALS LIMITED

 

ABN

11 121 831 472

 

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

 

(i) Fully paid ordinary shares

(ii) Options


 

 

2

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

 

(i) 560,122 fully paid ordinary shares

(ii) 756,187 options


 

 

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)

(i) Fully paid ordinary shares

 

(ii) 529,845 exercisable at $0.3330 each before 1 January 2016; and

 

226,342 exercisable at $0.3898 each before

1 January 2016




 

 

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

(i) Yes, equally in all respects with quoted securities WLF fully paid ordinary shares.

 

(ii) No - upon exercise of the options into ordinary fully paid shares, the allotted and issued shares will rank equally in all respects with an existing class of quoted securities.

 



 

 

5

Issue price or consideration

 

(i) $0.27 per ordinary share

(ii) Nil

 

 



 

6

Purpose of the issue

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

 

 

 

 

 

 

(i) Shares issued in satisfaction of interest for the quarter ended 31 December 2012 in accordance with development capital facility terms approved at the company's General Meeting on 5 October 2011.

 

(ii) Options issued in satisfaction of utilisation fees for the quarter ended 31 December 2012 in accordance with development capital facility terms approved at the company's General Meeting on 5 October 2011.

 


 

 

 

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

13 November 2012


 

 

 

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)

 

560,122

Meeting dated 5 October 2011.


 

 

 

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

28,673,388


 

 

 

7

Dates of entering +securities into uncertificated holdings or despatch of certificates

 

 

9 January 2013



 



Number

+Class

8

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

 

114,693,552

Fully paid ordinary shares

 


 

 


Number

+Class

9

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

 

 

 

2,550,000

 

 

850,000

 

 

 

850,000

 

 

 

478,012

 

 

100,418

 

 

524,086

 

 

223,882

 

 

529,845

 

 

226,342

 

 

529,845

 

 

226,342

 

 

Options exercisable at $0.88 on or before 12 March 2013.

 

Options exercisable at $0.34 cents on or before 26 November 2014.

 

Options exercisable at $0.347 on or before 20 November 2013.

 

Options exercisable at $0.333 on or before 1 April 2015.

 

Options exercisable at $0.3898 on or before 1 April 2015.

 

Options exercisable at $0.333 on or before 19 July 2015.

 

Options exercisable at $0.3898 on or before 19 July 2015.

 

Options exercisable at $0.333 on or before 16 October 2015.

 

Options exercisable at $0.3898 on or before 16 October 2015.

 

Options exercisable at $0.333 on or before 1 January 2016.

 

Options exercisable at $0.3898 on or before 1 January 2016.

 



 

10

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

 

 

 

Part 2 ‑ Bonus issue or pro rata issue

 

11

Is security holder approval required?

 

 



 

12

Is the issue renounceable or non-renounceable?

 



 

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?

 



 

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

 



 

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)

X

Securities described in Part 1 (item (i) shares only)




 

(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

 

 

 



 

 

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)

 

 

 

 

 

 

 


 

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:   10 January 2013

                                        Company secretary

 

Print name:                       Richard Lucas

 

== == == == ==

 


Appendix 3B - Annexure 1

 

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

 

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 date of issue or agreement to issue

84,588,374

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

 

9,437,899

 

20,667,279

 

Nil

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

Nil

"A"

114,693,552



 

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

17,204,033

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

Nil

"C"

Nil

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

17,204,033

Subtract "C"

Note: number must be same as shown in Step 3

Nil

Total ["A" x 0.15] - "C"

17,204,033

[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

114,693,552

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

11,469,355

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

Nil

"E"

Nil



 

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

11,469,355

Subtract "E"

Note: number must be same as shown in Step 3

Nil

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

11,469,355

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

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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Appendix 3B - RNS