TIDMMOD
RNS Number : 4614M
MOD Resources Limited
16 September 2019
16 September 2019
MOD Resources Limited
("MOD" or the "Company")
Section 708A Notice
MOD Resources Ltd (ASX: MOD) (the Company) advises that it has
issued 35,848,398 fully paid ordinary shares to Metal Tiger Plc
('MTR') (LON: MTR) (Shares) following the exercise of unquoted
options ("Consideration Options"). The considerations options were
granted to MTR as part the transaction to acquire MTR's 30%
interest in the T3 Project and options to acquire interests in the
prospecting licences as approved by shareholders on 19 September
2018.
In accordance with section 708A(5)(e) of the Corporations Act
2001 (Cth) (Corporations Act), the Company gives notice that;
(i) the Shares were issued without disclosure under Part 6D.2 of the Corporations Act;
(ii) this notice is being given under paragraph 5(e) of section 708A of the Corporations Act;
(iii) as at the date of this notice, the Company has complied
with the provisions of the Chapter 2M of the Corporations Act (as
they apply to the Company) and section 674 of the Corporations
Act;
(iv) as at the date of this notice, there is no excluded
information with respect to the Company for the purposes of
sections 708A(7) and (8) of the Corporations Act.
An Appendix 3B reflecting the revised capital structure
following the issue of the above securities has been released with
this announcement.
-S-
For and on behalf of the MOD Board.
Julian Hanna Mark Clements
Managing Director Executive Chairman and
Company Secretary
Jeff Sansom Jos Simson / Emily Fenton (UK PR & IR)
Investor Relations Tavistock
+618 9322 8233 +44 207 920 3150
IR@modresources.com.au MOD@tavistock.co.uk
Subscribe at: www.modresources.com.au
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 Fully Paid Ordinary shares
issued or to be
issued
2 Number of +securities 35,848,398 Fully Paid Ordinary
issued or to be Shares
issued (if known)
or maximum number
which may be issued
3 Principal terms Fully paid ordinary shares
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)
4 Do the +securities Yes, the shares will rank equally
rank equally in with ordinary shares currently
all respects from on issue.
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
5 Issue price or consideration Nil
6 Purpose of the issue Issue of shares following exercise
(If issued as consideration of Consideration Options as approved
for the acquisition by shareholders at the General
of assets, clearly Meeting held 19 September 2018.
identify those assets)
Is the entity an Yes
+eligible entity
that has obtained
6a 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
The date the security 29 May 2019
holder resolution
under rule 7.1A
6b was passed
Number of +securities N/A
issued without
security holder
6c approval under
rule 7.1
Number of +securities N/A
issued with security
holder approval
6d under rule 7.1A
Number of +securities 35,848,398 Fully Paid Ordinary
issued with security Shares following exercise of Consideration
holder approval Options as approved by shareholders
6e under rule 7.3, at the General Meeting held 19
or another specific September 2018.
security holder
approval (specify
date of meeting)
Number of +securities N/A
issued under an
exception in rule
6f 7.2
If +securities N/A
issued under rule
7.1A, was issue
6g 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.
If +securities N/A
were issued under
rule 7.1A for non-cash
6h consideration,
state date on which
valuation of consideration
was released to
ASX Market Announcements
Calculate the entity's Refer Annexure 1
remaining issue
capacity under
6i rule 7.1 and rule
7.1A - complete
Annexure 1 and
release to ASX
Market Announcements
7 +Issue dates 13 September 2019
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.
Number +Class
Number and +class
of all +securities
quoted on ASX (including
the +securities
in section 2 if Fully Paid Ordinary
8 applicable) 340,134,628 Shares
--------------------------
Number and +class
of all +securities Unlisted options
not quoted on ASX with a nil exercise
(including the price and expiring
+securities in on 16 November
9 section 2 if applicable) 4,825,168 2021
3,015,000 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;
3,015,000 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;
3,015,000 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;
3,050,000 Performance Rights
vesting in various
tranches expiring
21 February 2022;
5,030,000 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;
3,630,000 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 The Company does not have a dividend
(in the case of policy.
a trust, distribution
policy) on the
increased capital
(interests)
Part 2 -- Pro rata issue
11 Is security holder N/A
approval required?
12 Is the issue renounceable N/A
or non-renounceable?
13 Ratio in which N/A
the +securities
will be offered
14 +Class of +securities N/A
to which the offer
relates
15 +Record date to N/A
determine entitlements
16 Will holdings on N/A
different registers
(or subregisters)
be aggregated for
calculating entitlements?
17 Policy for deciding N/A
entitlements in
relation to fractions
18 Names of countries N/A
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.
19 Closing date for N/A
receipt of acceptances
or renunciations
20 Names of any underwriters N/A
21 Amount of any underwriting N/A
fee or commission
22 Names of any brokers N/A
to the issue
23 Fee or commission N/A
payable to the
broker to the issue
24 Amount of any handling N/A
fee payable to
brokers who lodge
acceptances or
renunciations on
behalf of security
holders
25 If the issue is N/A
contingent on security
holders' approval,
the date of the
meeting
26 Date entitlement N/A
and acceptance
form and offer
documents will
be sent to persons
entitled
27 If the entity has N/A
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 N/A
will begin (if
applicable)
29 Date rights trading N/A
will end (if applicable)
30 How do security N/A
holders sell their
entitlements in
full through a
broker?
31 How do security N/A
holders sell part
of their entitlements
through a broker
and accept for
the balance?
32 How do security N/A
holders dispose
of their entitlements
(except by sale
through a broker)?
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) X +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 N/A
for which +quotation
is sought
39 +Class of +securities N/A
for which quotation is
sought
40 Do the +securities rank N/A
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 N/A
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 N/A
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.
MARK CLEMENTS
Company Secretary
16 September 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
(vi) 26 June 2019 Issue of Shares
(vii) 26 June 2019 Issue of Shares
(viii) 18 July 2019 Issue of Shares
(ix) 13 September 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 17,090,000
of equity securities cannot be added 423,069
21,353,317
* Include here (if applicable) the securities the 53,971
subject of the Appendix 3B to which this form is 766
annexed
194,428
67,539
* It may be useful to set out issues of securities on 287,187
different dates as separate line items 35,848,398
------------------------------
Subtract the number of fully paid +ordinary Nil
securities cancelled during that 12-month
period
------------------------------
"A" 340,134,628
------------------------------
Step 2: Calculate 15% of "A"
"B" 0.15
------------------------------
Multiply "A" by 0.15 51,020,194
------------------------------
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 51,020,194
------------------------------
Subtract "C"
Note: number must be same as shown in
Step 3
------------------------------
Total ["A" x 0.15] - "C" 51,020,194
[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 1 340,134,628
-----------------------------
Step 2: Calculate 10% of "A"
"D" 0.10
Note: this value cannot
be changed
-----------------------------
Multiply "A" by 0.10 34,013,463
-----------------------------
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 34,013,463
-----------------------------
Subtract "E"
Note: number must be same as shown
in Step 3
-----------------------------
Total ["A" x 0.10] - "E" 34,013,463
Note: this is the remaining
placement capacity under
rule 7.1A
-----------------------------
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END
MSCCKADDKBKDCCD
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September 16, 2019 06:23 ET (10:23 GMT)
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