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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Mod Resources Limited | LSE:MOD | London | Ordinary Share | AU000000MOD3 | 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% | 22.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMMOD
RNS Number : 4614M
MOD Resources Limited
16 September 2019
16 September 2019
MOD Resources Limited
("MOD" or the "Company")
Section 708A Notice
MOD Resources Ltd (ASX: MOD) (the Company) advises that it has issued 35,848,398 fully paid ordinary shares to Metal Tiger Plc ('MTR') (LON: MTR) (Shares) following the exercise of unquoted options ("Consideration Options"). The considerations options were granted to MTR as part the transaction to acquire MTR's 30% interest in the T3 Project and options to acquire interests in the prospecting licences as approved by shareholders on 19 September 2018.
In accordance with section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act), the Company gives notice that;
(i) the Shares were issued without disclosure under Part 6D.2 of the Corporations Act; (ii) this notice is being given under paragraph 5(e) of section 708A of the Corporations Act;
(iii) as at the date of this notice, the Company has complied with the provisions of the Chapter 2M of the Corporations Act (as they apply to the Company) and section 674 of the Corporations Act;
(iv) as at the date of this notice, there is no excluded information with respect to the Company for the purposes of sections 708A(7) and (8) of the Corporations Act.
An Appendix 3B reflecting the revised capital structure following the issue of the above securities has been released with this announcement.
-S-
For and on behalf of the MOD Board.
Julian Hanna Mark Clements Managing Director Executive Chairman and
Company Secretary
Jeff Sansom Jos Simson / Emily Fenton (UK PR & IR) Investor Relations Tavistock +618 9322 8233 +44 207 920 3150 IR@modresources.com.au MOD@tavistock.co.uk Subscribe at: www.modresources.com.au
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
Name of entity MOD Resources Limited ABN 78 003 103 544
We (the entity) give ASX the following information.
Part 1 -- All issues
You must complete the relevant sections (attach sheets if there is not enough space).
1 +Class of +securities Fully Paid Ordinary shares issued or to be issued 2 Number of +securities 35,848,398 Fully Paid Ordinary issued or to be Shares issued (if known) or maximum number which may be issued 3 Principal terms Fully paid ordinary shares of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the +securities Yes, the shares will rank equally rank equally in with ordinary shares currently all respects from on issue. the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: * the date from which they do * the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment * the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Nil 6 Purpose of the issue Issue of shares following exercise (If issued as consideration of Consideration Options as approved for the acquisition by shareholders at the General of assets, clearly Meeting held 19 September 2018. identify those assets) Is the entity an Yes +eligible entity that has obtained 6a security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i The date the security 29 May 2019 holder resolution under rule 7.1A 6b was passed Number of +securities N/A issued without security holder 6c approval under rule 7.1 Number of +securities N/A issued with security holder approval 6d under rule 7.1A Number of +securities 35,848,398 Fully Paid Ordinary issued with security Shares following exercise of Consideration holder approval Options as approved by shareholders 6e under rule 7.3, at the General Meeting held 19 or another specific September 2018. security holder approval (specify date of meeting) Number of +securities N/A issued under an exception in rule 6f 7.2 If +securities N/A issued under rule 7.1A, was issue 6g price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. If +securities N/A were issued under rule 7.1A for non-cash 6h consideration, state date on which valuation of consideration was released to ASX Market Announcements Calculate the entity's Refer Annexure 1 remaining issue capacity under 6i rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 13 September 2019 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class Number and +class of all +securities quoted on ASX (including the +securities in section 2 if Fully Paid Ordinary 8 applicable) 340,134,628 Shares -------------------------- Number and +class of all +securities Unlisted options not quoted on ASX with a nil exercise (including the price and expiring +securities in on 16 November 9 section 2 if applicable) 4,825,168 2021 3,015,000 Unlisted options exercisable at $0.457 on or before 30 January 2023, vesting 12 months from the date of issue and subject to a restriction period to 30 January 2022; 3,015,000 Unlisted options exercisable at $0.707 on or before 30 January 2023 vesting 24 months from the date of issue and subject to
a restriction period to 30 January 2022; 3,015,000 Unlisted options exercisable at $0.907 on or before 30 January 2023 vesting 36 months from the date of issue and subject to a restriction period to 30 January 2022; 3,050,000 Performance Rights vesting in various tranches expiring 21 February 2022; 5,030,000 Unlisted options exercisable at $0.522 on or before 12 April 2023 vesting 36 months from the date of issue and subject to a restriction period to 12 April 2022; 3,630,000 Unlisted options exercisable at $0.435 on or before 29 May 2023 vesting 36 months from the date of issue and subject to a restriction period to 29 May 2022 ------------------------ ----------------------- 10 Dividend policy The Company does not have a dividend (in the case of policy. a trust, distribution policy) on the increased capital (interests)
Part 2 -- Pro rata issue
11 Is security holder N/A approval required? 12 Is the issue renounceable N/A or non-renounceable? 13 Ratio in which N/A the +securities will be offered 14 +Class of +securities N/A to which the offer relates 15 +Record date to N/A determine entitlements 16 Will holdings on N/A different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding N/A entitlements in relation to fractions 18 Names of countries N/A in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for N/A receipt of acceptances or renunciations 20 Names of any underwriters N/A 21 Amount of any underwriting N/A fee or commission 22 Names of any brokers N/A to the issue 23 Fee or commission N/A payable to the broker to the issue 24 Amount of any handling N/A fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is N/A contingent on security holders' approval, the date of the meeting 26 Date entitlement N/A and acceptance form and offer documents will be sent to persons entitled 27 If the entity has N/A issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading N/A will begin (if applicable) 29 Date rights trading N/A will end (if applicable) 30 How do security N/A holders sell their entitlements in full through a broker? 31 How do security N/A holders sell part of their entitlements through a broker and accept for the balance? 32 How do security N/A holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date N/A
Part 3 -- Quotation of securities
You need only complete this section if you are applying for quotation of securities
34 Type of +securities (tick one) (a) X +Securities described in Part 1 (b) All other +securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional +securities
Entities that have ticked box 34(b)
38 Number of +securities N/A for which +quotation is sought 39 +Class of +securities N/A for which quotation is sought 40 Do the +securities rank N/A equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: * the date from which they do * the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment * the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for N/A quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security) Number +Class 42 Number and +class of N/A all +securities quoted on ASX (including the +securities in clause 38) -------
Quotation agreement
1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
2 We warrant the following to ASX.
-- The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
-- There is no reason why those +securities should not be granted +quotation.
-- An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
-- Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
-- If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
MARK CLEMENTS
Company Secretary
16 September 2019
== == == == =
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 - Issues exceeding 15% of capital Step 1: Calculate "A", the base figure from which the placement capacity is calculated Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue 264,815,953 ------------------------------ Add the following: * Number of fully paid +ordinary securities issued in that 12-month period under an exception in rule 7.2 * Number of fully paid +ordinary securities issued in that 12-month period with shareholder approval (i) 16 November 2018 Issue of Shares (ii) 30 January 2019 Issue of Shares (iii) 27 February 2019 Issue of Shares pursuant to non-renounceable entitlement offer (iv) 12 April 2019 Issue of Shares (v) 12 April 2019 Issue of Shares following exercise of options (vi) 26 June 2019 Issue of Shares (vii) 26 June 2019 Issue of Shares (viii) 18 July 2019 Issue of Shares (ix) 13 September 2019 Issue of Shares following exercise of options * Number of partly paid +ordinary securities that became fully paid in that 12-month period Note: * Include only ordinary securities here - other classes 17,090,000 of equity securities cannot be added 423,069 21,353,317 * Include here (if applicable) the securities the 53,971 subject of the Appendix 3B to which this form is 766 annexed 194,428 67,539 * It may be useful to set out issues of securities on 287,187 different dates as separate line items 35,848,398 ------------------------------ Subtract the number of fully paid +ordinary Nil securities cancelled during that 12-month period ------------------------------ "A" 340,134,628 ------------------------------ Step 2: Calculate 15% of "A" "B" 0.15 ------------------------------ Multiply "A" by 0.15 51,020,194 ------------------------------ Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued: * Under an exception in rule 7.2 * Under rule 7.1A * With security holder approval under rule 7.1 or rule 7.4 Note: * This applies to equity securities, unless specifically excluded - not just ordinary securities * Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed * It may be useful to set out issues of securities on different dates as separate line items ------------------------------ "C" ------------------------------ Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1 "A" x 0.15 Note: number must be same as shown in Step 2 51,020,194 ------------------------------ Subtract "C" Note: number must be same as shown in Step 3 ------------------------------ Total ["A" x 0.15] - "C" 51,020,194 [Note: this is the remaining placement capacity under rule 7.1] ------------------------------
Part 2
Rule 7.1A - Additional placement capacity for eligible entities Step 1: Calculate "A", the base figure from which the placement capacity is calculated "A" Note: number must be same as shown in Step 1 of Part 1 340,134,628 ----------------------------- Step 2: Calculate 10% of "A" "D" 0.10 Note: this value cannot be changed ----------------------------- Multiply "A" by 0.10 34,013,463 ----------------------------- Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: * This applies to equity securities - not just ordinary securities * Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed * Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained * It may be useful to set out issues of securities on different dates as separate line items ----------------------------- "E" ----------------------------- Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A "A" x 0.10 Note: number must be same as shown in Step 2 34,013,463 ----------------------------- Subtract "E" Note: number must be same as shown in Step 3 ----------------------------- Total ["A" x 0.10] - "E" 34,013,463 Note: this is the remaining placement capacity under rule 7.1A -----------------------------
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
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September 16, 2019 06:23 ET (10:23 GMT)
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