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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Norseman | LSE:NGL | London | Ordinary Share | GB00B2N7FW85 | ORD 1.25P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.575 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMNGL
RNS Number : 1149S
Norseman Gold PLC
15 November 2011
15 November 2011
ASX: NGX
AIM: NGL
NORSEMAN GOLD PLC
('Norseman Gold' or 'the Company')
Changes in Securities
Pursuant to the Company Update announcement made to the market on 26 October 2011, the Company discloses the following changes in its securities.
(A) Issue of Convertible Loan Note - full details of these Notes was set out in the Company's announcement dated 26 October 2011. Conversion into shares is subject to shareholder approval. The Notes are not listed securities.
(B) Issue of Warrants to EXP T1 Ltd. The Warrants are not listed securities.
(C) Cancellation of Warrants and Employee Options for no consideration.
An Appendix 3B, as required by the ASX, is attached.
* * ENDS * *
For further information visit www.norsemangoldplc.com or contact:
Barry Cahill Norseman Gold Plc Tel: (08) 9473 2200
Kelvin May Norseman Gold Plc Tel: (08) 9473 2200
E-mail investors@ngold.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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity Norseman Gold plc ----------------- ARBN 122 088 073 -----------
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) Convertible Loan Note - issued or to be issued unlisted (B) Warrants - unlisted 2 Number of +securities (A) 5,087,000 issued or to be issued (if known) or maximum number which may be issued (B) 3,000,000 3 Principal terms of (A) Subject to approval of shareholders the +securities (eg, in general meeting, each loan if options, exercise note is convertible to one ordinary price and expiry date; share at a conversion price if partly paid +securities, of GBP0.06 (6 pence) per share, the amount outstanding up until 25 October 2013. Interest and due dates for payment; is payable quarterly at 10% if +convertible securities, per annum. the conversion price (B) Exercisable at GBP0.12 (12 and dates for conversion) pence) on or before 25 October 2013. ---------------------------------------- 4 Do the +securities (A) No - rank equally if converted rank equally in all and ordinary shares are issued respects from the date (B) No - rank equally if exercised of allotment with an and ordinary shares are issued 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 (A) GBP1 per note, total of GBP5,087,000 (B) AUD$100,000 -------------------------------------- Purpose of the issue (A) To provide working capital (If issued as consideration (B) Issued pursuant to a finance for the acquisition facility provided in June 2011 6 of assets, clearly identify those assets) -------------------------------------- 7 Dates of entering (A) 26 October 2011 +securities into uncertificated holdings or despatch of certificates (B) 10 November 2011 Number +Class ------------------ ------------------ Number and +class of all +securities quoted on ASX (including the securities in 8 clause 2 if applicable) 219,942,222 Ordinary ------------------ ------------------ Number +Class ----------- ------------------------- Employee Options - Exercisable at $1.04 (64.4p) on or before 25/1/16 (vesting conditions apply) Incentive Options - Exercisable at $0.71 on or 7,100,000 before 5/5/2016 (vesting conditions apply) Finance facility warrants - exercisable 1,500,000 at GBP0.12 on or before 25/10/2013 Convertible Loan Notes convertible at GBP0.06 (6 3,000,000 pence) for every Number and +class GBP1 of nominal of all +securities value- convertible not quoted on ASX up until 25/10/2013 (including the securities (subject to shareholder 9 in clause 2 if applicable) 5,087,000 approval) ----------- ------------------------- 10 Dividend policy (in Not applicable the case of a trust, distribution policy) on the increased capital (interests) --------------------------------------
Part 2 -- Bonus issue or 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 issue 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 prospectus or Product Disclosure Statement 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? How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch 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) u 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 date of allotment 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 not available now, 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.
Kelvin A May
Company Secretary
15 November 2011
== == == == ==
This information is provided by RNS
The company news service from the London Stock Exchange
END
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