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PDZ Prairie Mining Limited

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Share Name Share Symbol Market Type Share ISIN Share Description
Prairie Mining Limited LSE:PDZ London Ordinary Share AU000000PDZ2 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% 11.50 11.00 12.00 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Prairie Mining Limited Appendix 3B - Issue of Convertible Note (7597O)

23/08/2017 8:48am

UK Regulatory


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TIDMPDZ

RNS Number : 7597O

Prairie Mining Limited

23 August 2017

PRAIRIE MINING LIMITED

NEWS RELEASE | 23 AUGUST 2017

Appendix 3B - Issue of Convertible Note

Prairie Mining Limited (Company) advises that it has issued a convertible loan note (Loan Note) with a principal amount of $2,627,430, convertible into 5,711,805 ordinary shares at a conversion price of $0.46 per share. The Loan Note is unsecured, non-interest bearing and has no expiry date.

Please refer to announcement dated 6 July 2017 for further details.

For further information, please contact:

 
 Prairie Mining Limited         Tel: +44 207 478 
                                            3900 
 Ben Stoikovich, Chief    Email: info@pdz.com.au 
  Executive Officer 
 Sapan Ghai, Head of 
  Corporate Development 
 

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 
  PRAIRIE MINING LIMITED 
------------------------ 
 
 
ABN 
  23 008 677 852 
---------------- 
 

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                                       Convertible Loan Note 
        issued or to be 
        issued 
 
 2     Number of +securities                                       Convertible loan note 
        issued or to be                                             convertible into 5,711,805 
        issued (if known)                                           ordinary shares 
        or maximum number 
        which may be issued 
 
 3     Principal terms                                             Convertible loan note 
        of the +securities                                          convertible into ordinary 
        (e.g. if options,                                           shares at $0.46 per share 
        exercise price                                              with no expiry date 
        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                                          No 
       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 
                                                                  -------------------------------- 
 
       Issue price or 
 5      consideration                                              $0.46 
                                                                  -------------------------------- 
 
  6    Purpose of the                                              Additional funding to 
        issue                                                       accelerate the development 
        (If issued as                                               of Prairie's Debiensko 
        consideration                                               Hard Coking Coal Project 
        for the acquisition                                         and advance pre-construction 
        of assets, clearly                                          engineering works at 
        identify those                                              its Jan Karski Mine and 
        assets)                                                     to provide working capital. 
                                                                  ---------------------------------------------------------- 
 
  6a   Is the entity                                               No 
        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 
                                                                  ---------------------------------------------------------- 
 
  6b   The date the security                                       Not applicable 
        holder resolution 
        under rule 7.1A 
        was passed 
                                                                  ---------------------------------------------------------- 
 
  6c   Number of +securities                                       Not applicable 
        issued without 
        security holder 
        approval under 
        rule 7.1 
                                                                  ---------------------------------------------------------- 
 
  6d   Number of +securities                                       Not applicable 
        issued with security 
        holder approval 
        under rule 7.1A 
                                                                  ---------------------------------------------------------- 
 
  6e   Number of +securities                                       Not applicable 
        issued with security 
        holder approval 
        under rule 7.3, 
        or another specific 
        security holder 
        approval (specify 
        date of meeting) 
                                                                  ---------------------------------------------------------- 
 
  6f   Number of +securities                                       Not applicable 
        issued under an 
        exception in rule 
        7.2 
                                                                  ---------------------------------------------------------- 
 
  6g   If +securities                                              Not applicable 
        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. 
                                                                  ---------------------------------------------------------- 
 
  6h   If +securities                                              Not applicable 
        were issued under 
        rule 7.1A for 
        non-cash consideration, 
        state date on 
        which valuation 
        of consideration 
        was released to 
        ASX Market Announcements 
                                                                  ---------------------------------------------------------- 
 
  6i   Calculate the                                               Rule 7.1 - 24,699,345 
        entity's remaining                                          securities 
        issue capacity                                              Rule 7.1A - Not applicable 
        under rule 7.1 
        and rule 7.1A 
        - complete Annexure 
        1 and release 
        to ASX Market 
        Announcements 
                                                                  ---------------------------------------------------------- 
 
 7       +Issue dates                                              22 August 2017 
          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 
 8        section 2 if applicable)                                 167,498,969                     Ordinary Shares 
                                                                  ------------------------------  -------------------------- 
                                                                   Number                          +Class 
                                                                  ------------------------------  -------------------------- 
                                                                                                   Options exercisable 
                                                                                                   at $0.45 each 
                                                                                                   on or before 
                                                                                                   30 June 2018 
 
                                                                                                   Options exercisable 
                                                                                                   at $0.50 each 
                                                                                                   on or before 
                                                                                                   31 March 2020 
 
                                                                                                   Options exercisable 
                                                                                                   at $0.60 each 
                                                                                                   on or before 
                                                                                                   31 March 2020 
 
                                                                                                   Options exercisable 
                                                                                                   at $0.80 each 
                                                                                                   on or before 
                                                                                                   31 March 2020 
 
                                                                                                   Performance share 
                                                                                                   rights subject 
                                                                                                   to various performance 
                                                                                                   conditions to 
                                                                                                   be satisfied 
                                                                                                   prior to relevant 
                                                                                                   milestones or 
                                                                                                   expiry dates 
                                                                                                   between 31 December 
                                                                                                   2017 and 31 December 
                                                                                                   2020 
 
                                                                                                   Put and call 
                                                                                                   option issued 
                                                                                                   in connection 
                                                                                                   with a convertible 
                                                                                                   note with a principal 
                                                                                                   amount of $15,000,000, 
                                                                                                   exchangeable 
                                                                   1,400,000                       into 44,776,120 
                                                                                                   ordinary shares 
                                                                                                   at a conversion 
                                                                    200,000                        price of $0.335 
                                                                                                   per share with 
                                                                                                   no expiry date 
                                                                    400,000                        ("Loan Note 1"). 
 
                                                                                                   Agreement to 
                                                                    700,000                        issue unlisted 
                                                                                                   options exercisable 
                                                                                                   at $0.60 each 
                                                                    6,800,000                      expiring 3 years 
                                                                                                   after conversion 
                                                                                                   of Loan Note 
                                                                    44,776,120                     1. 
 
                                                                                                   Convertible loan 
                                                                                                   note with a principal 
                                                                                                   amount of $2,627,430, 
         Number and +class                                                                         convertible into 
          of all +securities                                                                       5,711,805 ordinary 
          not quoted on                                             22,388,060                     shares at a conversion 
          ASX (including                                                                           price of $0.46 
          the +securities                                                                          per share with 
          in section 2 if                                                                          no expiry date 
 9        applicable)                                               5,711,805                      ("Loan Note 2") 
                                                                  ------------------------------  -------------------------- 
 
 10      Dividend policy                                           Not applicable 
          (in the case of 
          a trust, distribution 
          policy) on the 
          increased capital 
          (interests) 
                                                                  ---------------------------------------------------------- 
 
 

Part 2 -- Pro rata issue

 
 11   Is security holder          Not applicable 
       approval required? 
                                 --------------- 
 
 12   Is the issue renounceable   Not applicable 
       or non-renounceable? 
                                 --------------- 
 
 13   Ratio in which              Not applicable 
       the +securities 
       will be offered 
 
 14   +Class of +securities       Not applicable 
       to which the offer 
       relates 
                                 --------------- 
 
 15   +Record date to             Not applicable 
       determine entitlements 
                                 --------------- 
 
 16   Will holdings               Not applicable 
       on different registers 
       (or subregisters) 
       be aggregated 
       for calculating 
       entitlements? 
                                 --------------- 
 
 17   Policy for deciding         Not applicable 
       entitlements in 
       relation to fractions 
                                 --------------- 
 
 18   Names of countries          Not applicable 
       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            Not applicable 
       receipt of acceptances 
       or renunciations 
                                 --------------- 
 
 20   Names of any underwriters   Not applicable 
                                 --------------- 
 
 21   Amount of any               Not applicable 
       underwriting fee 
       or commission 
                                 --------------- 
 
 22   Names of any brokers        Not applicable 
       to the issue 
                                 --------------- 
 
 23   Fee or commission           Not applicable 
       payable to the 
       broker to the 
       issue 
                                 --------------- 
 
 24   Amount of any               Not applicable 
       handling fee payable 
       to brokers who 
       lodge acceptances 
       or renunciations 
       on behalf of security 
       holders 
                                 --------------- 
 
 25   If the issue is             Not applicable 
       contingent on 
       security holders' 
       approval, the 
       date of the meeting 
                                 --------------- 
 
 26   Date entitlement            Not applicable 
       and acceptance 
       form and offer 
       documents will 
       be sent to persons 
       entitled 
                                 --------------- 
 
 27   If the entity               Not applicable 
       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         Not applicable 
       will begin (if 
       applicable) 
                                 --------------- 
 
 29   Date rights trading         Not applicable 
       will end (if applicable) 
                                 --------------- 
 
 30   How do security             Not applicable 
       holders sell their 
       entitlements in 
       full through a 
       broker? 
                                 --------------- 
 
 31   How do security             Not applicable 
       holders sell part 
       of their entitlements 
       through a broker 
       and accept for 
       the balance? 
                                 --------------- 
 
 32   How do security             Not applicable 
       holders dispose 
       of their entitlements 
       (except by sale 
       through a broker)? 
                                 --------------- 
 
 33   +Issue date                 Not applicable 
                                 --------------- 
 

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                                        Not applicable 
       for which +quotation 
       is sought 
 
 39   +Class of +securities                                        Not applicable 
       for which quotation 
       is sought 
                                                                  ----------------- 
 
 40   Do the +securities                                           Not applicable 
       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                                           Not applicable 
       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                                            Not applicable   Not applicable 
       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.

[signed electronically without signature]

Sign here: ............................................................ Date: 23 August 2017

(Director/Company secretary)

   Print name:            Dylan Browne 

== == == == ==

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                                                       151,608,969 
--------------------------------------------------------------  -------------------------- 
 Add the following: 
   *    Number of fully paid +ordinary securities issued in        11,500,000 Ordinary 
        that 12 month period under an exception in rule 7.2        shares (3 April 2017) 
                                                                   570,000 ordinary shares 
                                                                   (9 June 2017) 
   *    Number of fully paid +ordinary securities issued in        2,110,000 ordinary 
        that 12 month period with shareholder approval             shares (16 June 2017) 
                                                                   1,340,000 ordinary 
                                                                   shares (6 July 2017) 
   *    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"                                                             167,128,969 
--------------------------------------------------------------  -------------------------- 
 Step 2: Calculate 15% of "A" 
------------------------------------------------------------------------------------------ 
 "B"                                                             0.15 
                                                                  [Note: this value cannot 
                                                                  be changed] 
--------------------------------------------------------------  -------------------------- 
 Multiply "A" by 0.15                                            23,344,345 
--------------------------------------------------------------  -------------------------- 
 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                                              250,000 Ordinary shares 
  in that 12 month period                                          (2 Dec 2016) 
  not counting those                                               120,000 Ordinary shares 
  issued:                                                          (17 Mar 2017) 
   *    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"                                                             370,000 
--------------------------------------------------------------  -------------------------- 
 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                                                              25,069,345 
--------------------------------------------------------------  -------------------------- 
 Subtract "C" 
  Note: number must be 
  same as shown in Step 
  3                                                              370,000 
--------------------------------------------------------------  -------------------------- 
 Total ["A" x 0.15]                                              24,699,345 
  - "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"                                                            Not applicable 
  Note: number must be 
  same as shown in Step 
  1 of Part 1 
-------------------------------------------------------------  ----------------------------- 
 Step 2: Calculate 10% of "A" 
-------------------------------------------------------------------------------------------- 
 "D"                                                            0.10 
                                                                 Note: this value cannot 
                                                                 be changed 
-------------------------------------------------------------  ----------------------------- 
 Multiply "A" by 0.10                                           Not applicable 
-------------------------------------------------------------  ----------------------------- 
 Step 3: Calculate "E", the amount of placement 
  capacity under rule 7.1A that has already 
  been used 
-------------------------------------------------------------------------------------------- 
 Insert number of +equity                                       Not applicable 
  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"                                                            Not applicable 
-------------------------------------------------------------  ----------------------------- 
 Step 4: Subtract "E" from ["A" x "D"] to 
  calculate remaining placement capacity under 
  rule 7.1A 
-------------------------------------------------------------------------------------------- 
 "A" x 0.10                                                     Not applicable 
  Note: number must be 
  same as shown in Step 
  2 
-------------------------------------------------------------  ----------------------------- 
 Subtract "E"                                                   Not applicable 
  Note: number must be 
  same as shown in Step 
  3 
-------------------------------------------------------------  ----------------------------- 
 Total ["A" x 0.10]                                             Not applicable 
  - "E"                                                          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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