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WLFE Wolf Minerals

1.40
0.00 (0.00%)
18 Apr 2024 - Closed
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 Appendix 3B (8435R)

01/07/2015 10:35am

UK Regulatory


Wolf Minerals (LSE:WLFE)
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TIDMWLFE

RNS Number : 8435R

Wolf Minerals Limited

01 July 2015

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                        Fully Paid Ordinary Shares 
      issued or to be 
      issued 
 
 2   Number of +securities       861,788 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               a) 113,820 ordinary shares 
      (e.g. if options,                issued to the Company's 
      exercise price                   Non-Executive Directors 
      and expiry date;                 under the Wolf Minerals 
      if partly paid                   Limited Directors' Share 
      +securities, the                 Plan approved by shareholders 
      amount outstanding               at the Company's Annual 
      and due dates                    General Meeting on 21 
      for payment; if                  November 2014. 
      +convertible securities,         b) 524,086 ordinary shares 
      the conversion                   issued to the Company's 
      price and dates                  major shareholder, Resource 
      for conversion)                  Capital Fund V L.P. ("RCF 
                                       V"), following the exercise 
                                       of 524,086 unlisted options 
                                       expiring on 19 July 2015 
                                       at a price of A$0.3330 
                                       per option. 
                                       c) 223,882 ordinary shares 
                                       issued to the Company's 
                                       major shareholder, Resource 
                                       Capital Fund V L.P. ("RCF 
                                       V"), following the exercise 
                                       of 223,882 unlisted options 
                                       expiring on 19 July 2015 
                                       at a price of A$0.3898 
                                       per option. 
                                -------------------------------------------- 
 
 
 
 4      Do the +securities                                           Yes - equally in all 
        rank equally in                                                respects with quoted 
        all respects from                                              securities WLF Fully 
        the +issue date                                                Paid Ordinary Shares 
        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                                                   a) Nil 
         consideration                                                    b) $174,520.64 for 524,086 
                                                                          ordinary shares equating 
                                                                          to A$0.3330 per share; 
                                                                          and 
                                                                          c) $87,269.20 for 223,882 
                                                                          ordinary shares equating 
                                                                          to A$0.3898 per share. 
                                                                   --------------------------------------------- 
 
        Purpose of the                                                         a) Ordinary shares issued 
         issue                                                                  to the Company's Non-Executive 
   6     (If issued as                                                          Directors under the Wolf 
         consideration                                                          Minerals Limited Directors' 
         for the acquisition                                                    Share Plan approved by 
         of assets, clearly                                                     shareholders at the Company's 
         identify those                                                         Annual General Meeting 
         assets)                                                                on 21 November 2014. 
                                                                                b) & c) 
                                                                                The shares were issued 
                                                                                to Resource Capital Fund 
                                                                                V L.P. following the 
                                                                                exercise of the unlisted 
                                                                                options granted to Resource 
                                                                                Capital Fund V L.P. under 
                                                                                a Facility Agreement 
                                                                                dated 25 October 2011. 
                                                                                Under this Agreement, 
                                                                                Resource Capital Fund 
                                                                                V L.P. received the unlisted 
                                                                                options as part consideration 
                                                                                for the provision of 
                                                                                funding to Wolf Minerals 
                                                                                Limited and its subsidiary 
                                                                                companies. 
                                                                   ---------------------------------------------------------------- 
 
        Is the entity                                               Yes 
         an +eligible entity 
   6a    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 
                                                                   ---------------------------------------------------------------- 
 
        The date the security                                       21 November 2014 
         holder resolution 
   6b    under rule 7.1A 
         was passed 
                                                                   ---------------------------------------------------------------- 
 
        Number of +securities                                       Nil 
         issued without 
   6c    security 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                                       861,788 Ordinary Shares 
         issued under an 
   6f    exception in rule 
         7.2 
                                                                   ---------------------------------------------------------------- 
 
        If +securities                                              N/A 
         issued under rule 
   6g    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. 
                                                                   ---------------------------------------------------------------- 
 
        If +securities                                              N/A 
         were issued under 
   6h    rule 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 
         to ASX Market 
   6i    Announcements                                              202,355,550 
                                                                   ---------------------------------------------------------------- 
 
 7        +Issue dates                                              30 June 2015 
           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 
 8         section 2 if applicable)                                 809,422,200                                  Ordinary Shares 
                                                                   -------------------------------------------  ------------------- 
 
 
 
                               Number        +Class 
                              ------------  --------------------- 
                                              Unlisted options 
                                               exercisable 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 
                                               $0.34 on or before 
                                               30 November 2015. 
                                               Unlisted options 
                                               exercisable at 
                                               $0.333 on or 
                                               before 1 January 
                                               2016. 
                                               Unlisted options 
                                               exercisable at 
                                               $0.3898 on or 
                                               before 1 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 
                                529,845        with a vesting 
                                 226,342       date of 30 June 
                                 850,000       2016. 
                                 529,845       Performance rights 
      Number and +class          226,342       with a vesting 
       of all +securities        172,776       date of 30 June 
       not quoted on             73,807        2017. 
       ASX (including            3,200,000     Performance rights 
       the +securities           1,461,429     with an expiry 
       in section 2 if           1,491,989     of 22 December 
 9     applicable)               366,945       2020. 
                              ------------  --------------------- 
 
 10   Dividend policy          n/a 
       (in 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)   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 
       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:   1/07/2015 

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                                                       807,845,616 
--------------------------------------------------------------  ------------ 
 Add the following: 
   *    Number of fully paid +ordinary securities issued in        1,576,584 
        that 12 month period under an exception in rule 7.2 
 
                                                                   Nil 
   *    Number of fully paid +ordinary securities issued in 
        that 12 month period with shareholder approval             Nil 
 
 
   *    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                                             Nil 
  of fully paid +ordinary 
  securities cancelled 
  during that 12 month 
  period 
--------------------------------------------------------------  ------------ 
 "A"                                                             809,422,200 
--------------------------------------------------------------  ------------ 
 
 
 Step 2: Calculate 15% of "A" 
-------------------------------------------------------------------------------------------- 
 "B"                                                            0.15 
                                                                 [Note: this value cannot 
                                                                 be changed] 
-------------------------------------------------------------  ----------------------------- 
 Multiply "A" by 0.15                                            121,413,330 
-------------------------------------------------------------  ----------------------------- 
 Step 3: Calculate "C", the amount of placement 
  capacity under rule 7.1 that has already 
  been used 
-------------------------------------------------------------------------------------------- 
 Insert number of +equity                                       Nil 
  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"                                                            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                                                             121,413,330 
-------------------------------------------------------------  ----------------------------- 
 Subtract "C"                                                   Nil 
  Note: number must be 
  same as shown in Step 
  3 
-------------------------------------------------------------  ----------------------------- 
 Total ["A" x 0.15]                                             121,413,330 
  - "C"                                                          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                                                    809,422,200 
--------------------------------------------------------------  ------------------------- 
 Step 2: Calculate 10% of "A" 
----------------------------------------------------------------------------------------- 
 "D"                                                             0.10 
                                                                  Note: this value cannot 
                                                                  be changed 
--------------------------------------------------------------  ------------------------- 
 Multiply "A" by 0.10                                            80,942,220 
--------------------------------------------------------------  ------------------------- 
 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                        80,942,220 
------------------------  ----------------------------- 
 Subtract "E"              Nil 
  Note: number must be 
  same as shown in Step 
  3 
------------------------  ----------------------------- 
 Total ["A" x 0.10]        80,942,220 
  - "E"                     Note: this is the remaining 
                            placement capacity 
                            under rule 7.1A 
------------------------  ----------------------------- 
 

ENDS

 
Wolf Minerals Limited 
 Russell Clark                        +61 8 6364 3776 
Numis Securities 
 John Prior/James Black/Paul Gillam   +44(0)20 7260 1000 
Newgate 
 Tim Thompson / Adam Lloyd / Ed 
 Treadwell / Helena Bogle             +44 (0) 20 7653 9840 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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