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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 |
TIDMWLFE
RNS Number : 3490G
Wolf Minerals Limited
20 November 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 a) Fully Paid Ordinary Shares issued or to be issued b) Performance Rights 2 Number of +securities a) 124,593 Fully Paid Ordinary issued or to be issued Shares (if known) or maximum b) 1,982,545 Performance Rights number which may be issued 3 Principal terms of Fully Paid Ordinary Shares the +securities (e.g. a) 124,593 ordinary shares issued if options, exercise to the Company's Non-Executive price and expiry date; Directors under the Wolf Minerals if partly paid +securities, Limited Directors' Share Plan the amount outstanding approved by shareholders at and due dates for the Company's Annual General payment; if +convertible Meeting on 21 November 2014 securities, the conversion and on 16 November 2015 price and dates for Performance Rights conversion) b) 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 2018. 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: (i) 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 (ii) 50% of performance rights will vest based upon the Company's Total Shareholder Return (TSR) performance as measured from 1 July 2015 to the vesting date of 30 June 2018. --------------------------------------------------- 4 Do the +securities Fully Paid Ordinary Shares rank equally in all a) Yes - equally in all respects respects from the with quoted securities WLF +issue date with an Fully Paid Ordinary Shares existing +class of quoted +securities? Performance Rights If the additional b) No (not until vesting). +securities do not Prior to vesting the performance rank equally, please rights do not carry a right state: to vote, receive dividends * the date from which they do or generally participate in other corporate actions. However ordinary shares allocated * the extent to which they participate for the next upon vesting of the performance dividend, (in the case of a trust, distribution) or rights will rank equally with interest payment all existing fully paid ordinary shares on issue. * the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment --------------------------------------------- 5 Issue price or consideration Fully Paid Ordinary Shares a) Non-cash consideration of A$0.3371 per share. Performance Rights b) Nil --------------------------------------------- Purpose of the issue a) Ordinary shares issued to (If issued as consideration the Company's Non-Executive 6 for the acquisition Directors under the Wolf Minerals of assets, clearly Limited Directors' Share Plan identify those assets) approved by shareholders at the Company's Annual General Meeting on 21 November 2014 and 16 November 2015. b) The performance rights have been issued to the Managing Director, Mr Russell Clark, 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 16 November 2015 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
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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 124,593 Ordinary Shares 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 202,386,698 ----------------------------------------------- 7 +Issue dates 20 November 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 Ordinary 8 section 2 if applicable) 809,546,793 Shares ---------------------- ----------------------- Number +Class ------------ ------------------------------- 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 with a vesting date 850,000 of 30 June 2016. 529,845 Performance rights 226,342 with a vesting date 172,776 of 30 June 2017. 73,807 Performance rights Number and +class 3,200,000 with a vesting date of all +securities 1,461,429 of 30 June 2018 not quoted on ASX 1,491,989 Performance rights (including the +securities 1,982,545 with an expiry of 9 in section 2 if applicable) 366,945 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) 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
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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: 20/11/2015
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 1,701,177 that 12 month period under an exception in rule 7.2 Nil * 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" 809,546,793 -------------------------------------------------------------- ------------ Step 2: Calculate 15% of "A" ---------------------------------------------------------------------------------------------- "B" 0.15 [Note: this value cannot be changed] ------------------------------------------------------------- ------------------------------- Multiply "A" by 0.15 121,432,019 ------------------------------------------------------------- ------------------------------- 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 2 121,432,019 ------------------------------------------------------------- ------------------------------- Subtract "C" Nil Note: number must be same as shown in Step 3 ------------------------------------------------------------- ------------------------------- Total ["A" x 0.15] - "C" 121,432,019 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 1 809,546,793 -------------------------------------------------------------- ---------------------------- Step 2: Calculate 10% of "A" -------------------------------------------------------------------------------------------- "D" 0.10 Note: this value cannot be changed -------------------------------------------------------------- ---------------------------- Multiply "A" by 0.10 80,954,679 -------------------------------------------------------------- ---------------------------- Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used --------------------------------------------------------------------------------------------
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