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WLFE Wolf Minerals

1.40
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Wolf Minerals LSE:WLFE London Ordinary Share AU000000WLF3 ORD NPV (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1.40 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Wolf Minerals Limited Director/PDMR Shareholding - Award of Performance (2310Y)

28/11/2014 7:01am

UK Regulatory


Wolf Minerals (LSE:WLFE)
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TIDMWLFE

RNS Number : 2310Y

Wolf Minerals Limited

28 November 2014

In addition to the information contained in this Appendix 3B, the Company makes the following disclosures as required by the AIM Rules. On 28 November 2014, Mr Russell Clark was issued 1,318,293 Performance Rights. Following this issue, Mr Clark's holding in the Company is 83,333 ordinary shares, representing 0.010% of the outstanding issued share capital of the Company and 1,318,293 Performance Rights.

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 
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                           (i) Performance Rights 
      issued or to be issued                          (ii) Performance Rights 
 
 2   Number of +securities                       (i) 1,461,429 performance rights 
      issued or to be issued                      (ii) 1,491,989 performance rights 
      (if known) or maximum 
      number which may be 
      issued 
 
 3   Principal terms of                  (i) The performance rights are 
      the +securities (e.g.               issued in accordance with the 
      if options, exercise                Wolf Minerals Limited Performance 
      price and expiry date;              Rights Plan, as re-adopted by 
      if partly paid +securities,         shareholders on 21 November 
      the amount outstanding              2014. The vesting date is 30 
      and due dates for                   June 2016. Upon vesting, one 
      payment; if +convertible            performance right is converted 
      securities, the conversion          into one fully paid ordinary 
      price and dates for                 share in the Company for nil 
      conversion)                         cash consideration. Vesting 
                                          is subject to the following 
                                          conditions: 
 
                                          a) 50% of performance rights 
                                          will vest based on the Company's 
                                          relative share price performance 
                                          versus the AIM Basic Resources 
                                          Index in accordance with a defined 
                                          scale; and 
                                          b) 50% of performance rights 
                                          will vest based upon the Company's 
                                          Total Shareholder Return (TSR) 
                                          performance as measured from 
                                          1 July 2014 to the vesting date 
                                          of 30 June 2016. 
 
                                          (ii) The performance rights 
                                          are issued in accordance with 
                                          the Wolf Minerals Limited Performance 
                                          Rights Plan, as re-adopted by 
                                          shareholders on 21 November 
                                          2014. The vesting date is 30 
                                          June 2017. Upon vesting, one 
                                          performance right is converted 
                                          into one fully paid ordinary 
                                          share in the Company for nil 
                                          cash consideration. Vesting 
                                          is subject to the following 
                                          conditions: 
 
                                          a) 50% of performance rights 
                                          will vest based on the Company's 
                                          relative share price performance 
                                          versus the AIM Basic Resources 
                                          Index in accordance with a defined 
                                          scale; and 
                                          b) 50% of performance rights 
                                          will vest based upon the Company's 
                                          Total Shareholder Return (TSR) 
                                          performance as measured from 
                                          1 July 2014 to the vesting date 
                                          of 30 June 2017. 
 
 
 
 4      Do the +securities                                                       (i) No (not until vesting). 
        rank equally in all                                                       Prior to vesting the performance 
        respects from the                                                         rights do not carry a right 
        +issue date with an                                                       to vote, receive dividends or 
        existing +class of                                                        generally participate in other 
        quoted +securities?                                                       corporate actions. However ordinary 
                                                                                  shares allocated upon vesting 
        If the additional                                                         of the performance rights will 
        +securities do not                                                        rank equally with all existing 
        rank equally, please                                                      fully paid ordinary shares on 
        state:                                                                    issue. 
         *    the date from which they do                                         (ii) No (not until vesting). 
                                                                                  Prior to vesting the performance 
                                                                                  rights do not carry a right 
         *    the extent to which they participate for the next                   to vote, receive dividends or 
              dividend, (in the case of a trust, distribution) or                 generally participate in other 
              interest payment                                                    corporate actions. However ordinary 
                                                                                  shares allocated upon vesting 
                                                                                  of the performance rights will 
         *    the extent to which they do not rank equally, other                 rank equally with all existing 
              than in relation to the next dividend, distribution                 fully paid ordinary shares on 
              or interest payment                                                 issue. 
 
 5      Issue price or consideration                                             (i) Nil 
                                                                                  (ii) Nil 
 
        Purpose of the issue                                                     (i) & (ii) 
         (If issued as consideration                                              The performance rights have 
   6     for the acquisition                                                      been issued to the Managing 
         of assets, clearly                                                       Director, Mr Russell Clark, 
         identify those assets)                                                   and other senior executives 
                                                                                  under the Wolf Minerals Limited 
                                                                                  Performance Rights Plan to provide 
                                                                                  an appropriate remuneration 
                                                                                  strategy and incentive for the 
                                                                                  Managing Director and senior 
                                                                                  executives to achieve the prescribed 
                                                                                  performance milestones set by 
                                                                                  the Board. 
 
        Is the entity an +eligible                                  Yes 
         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                                       21 November 2014 
         holder resolution 
   6b    under rule 7.1A was 
         passed 
 
        Number of +securities                                       Nil 
         issued without security 
   6c    holder approval under 
         rule 7.1 
 
        Number of +securities                                       Nil 
         issued with security 
   6d    holder approval under 
         rule 7.1A 
 
        Number of +securities                                       Nil 
         issued with security 
   6e    holder approval under 
         rule 7.3, or another 
         specific security 
         holder approval (specify 
         date of meeting) 
 
        Number of +securities                                                    2,953,418 performance rights 
         issued under an exception 
   6f    in rule 7.2 
 
        If +securities issued                                       N/A 
         under rule 7.1A, was 
   6g    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. 
 
        If +securities were                                         N/A 
         issued under rule 
   6h    7.1A for non-cash 
         consideration, state 
         date on which valuation 
         of consideration was 
         released to ASX Market 
         Announcements 
 
        Calculate the entity's 
         remaining issue capacity 
         under rule 7.1 and 
         rule 7.1A - complete 
         Annexure 1 and release 
   6i    to ASX Market Announcements                                201,033,903 
 
 7                     +Issue dates                                              28 November 2014 
                        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                                                                                Fully paid ordinary 
 8         section 2 if applicable)                                 807,845,616                               shares 
                                                                                               ----------------------------------- 
 
 
 
                                     Number       +Class 
 9    Number and +class              478,012                   Unlisted options exercisable 
       of all +securities             100,418                   at $0.333 on or before 
       not quoted on ASX              524,086                   1 April 2015. 
       (including the +securities     223,882                   Unlisted options exercisable 
       in section 2 if applicable)    529,845                   at $0.3898 on or before 
                                      226,342                   1 April 2015. 
                                      529,845                   Unlisted options exercisable 
                                      226,342                   at $0.333 on or before 
                                      172,776                   19 July 2015. 
                                      73,807                    Unlisted options exercisable 
                                      3,200,000                 at $0.3898 on or before 
                                      1,461,429                 19 July 2015. 
                                      1,491,989                 Unlisted options exercisable 
                                      366,945                   at $0.333 on or before 
                                                                16 October 2015. 
                                                                Unlisted options exercisable 
                                                                at $0.3898 on or before 
                                                                16 October 2015. 
                                                                Unlisted options exercisable 
                                                                at $0.333 on or before 
                                                                19 January 2016. 
                                                                Unlisted options exercisable 
                                                                at $0.3898 on or before 
                                                                19 January 2016. 
                                                                Unlisted options exercisable 
                                                                at $0.333 on or before 
                                                                30 January 2016. 
                                                                Unlisted options exercisable 
                                                                at $0.3898 on or before 
                                                                30 January 2016. 
                                                                Unlisted options exercisable 
                                                                at $0.264 on or before 
                                                                22 May 2016. 
                                                                Performance rights 
                                                                with a vesting date 
                                                                of 30 June 2016. 
                                                                Performance rights 
                                                                with a vesting date 
                                                                of 30 June 2017. 
                                                                Performance rights 
                                                                with an expiry of 
                                                                22 December 2020. 
                                                 ------------------------------------------- 
 
 10   Dividend policy (in            n/a 
       the case of a trust, 
       distribution policy) 
       on the increased capital 
       (interests) 
 

Part 2 -- 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 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 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 
       offer documents 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   +Issue 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)     +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 
 
 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) 
 
                                                                   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 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: Pauline Carr Date: 28/11/2014

Joint Company secretary

== == == == ==

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                                                       198,017,660 
                                                                --------------------------- 
 Add the following: 
   *    Number of fully paid +ordinary securities issued in                     147,000 
        that 12 month period under an exception in rule 7.2 
                                                                                608,938,956 
 
   *    Number of fully paid +ordinary securities issued in                     Nil 
        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                                    Nil 
               paid +ordinary securities 
               cancelled during that 12 
               month period 
                                                                --------------------------- 
              "A"                                                             807,103,616 
                                                                --------------------------- 
 
 
              Step 2: Calculate 15% of "A" 
              "B"                                                                        0.15 
                                                                                          [Note: this value cannot be 
                                                                                          changed] 
                                                                           ------------------------------------------- 
              Multiply "A" by 0.15                                                       121,065,542 
                                                                           ------------------------------------------- 
              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                              742,000 
                                                                           ------------------------------------------- 
              "C"                                                                        742,000 
                                                                           ------------------------------------------- 
              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                                                        121,065,542 
                                                                           ------------------------------------------- 
              Subtract "C" 
               Note: number must be same 
               as shown in Step 3                                                        742,000 
                                                                           ------------------------------------------- 
              Total ["A" x 0.15] - "C"                                                   120,323,542 
                                                                                         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                                                                           807,103,616 
                                                                             ----------------------------------------- 
              Step 2: Calculate 10% of "A" 
              "D"                                                                          0.10 
                                                                                            Note: this value cannot be 
                                                                                            changed 
                                                                             ----------------------------------------- 
              Multiply "A" by 0.10                                            80,710,361 
                                                                             ----------------------------------------- 
              Step 3: Calculate "E", the amount of placement capacity 
               under rule 7.1A that has already been used 
              Insert number of +equity                                                     Nil 
               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"                                                                          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                        80,710,361 
                                           -------------------------------------------- 
              Subtract "E"                               Nil 
               Note: number must be same 
               as shown in Step 3 
                                           -------------------------------------------- 
              Total ["A" x 0.10] - "E"                   80,710,361 
                                                          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

END

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