AZUMAH RESOURCES LIMITED Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B Appendix 3B New issue announcement New issue announcement, application for quotation of additional securities and agreementInformation 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
Azumah Resources Limited
ABN
72 112 320 251
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 issued or to be issued
Ordinary fully paid shares
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
3,496,504
3 Principal terms 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)
Ordinary fully paid shares
+ See chapter 19 for defined terms.
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Appendix 3B New issue announcement
4 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
Yes
5 Issue price or consideration $0.0227 per share (deemed price)
6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
Shares issued in lieu of interest due and payable in accordance with the terms and conditions of the Converting Note Agreement dated 24 January 2014.
6a Is the entity 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
Yes
6b The date the security holder resolution under rule 7.1A was passed
20 November 2014
6c Number of +securities issued without security holder approval under rule 7.1
3,496,504 ordinary fully paid shares
6d Number of +securities issued with security holder approval under rule
7.1A
Nil
+ See chapter 19 for defined terms.
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6e Number of +securities issued with security holder approval under rule
7.3, or another specific security holder approval (specify date of meeting)
Nil
6f Number of +securities issued under an exception in rule 7.2
Nil
6g If +securities 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.
N/A
6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
N/A
6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
Rule 7.1: 55,006,091
Rule 7.1A: 39,335,063
7 +Issue dates
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.
3 August 2015
8 Number and +class of all
+securities quoted on ASX (including the +securities in section
2 if applicable)
+ See chapter 19 for defined terms.
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Appendix 3B New issue announcement9 Number and +class of all
+securities not quoted on ASX (including the +securities in
section 2 if applicable)
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
N/A
Part 2 - DELETED - 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 securitiesTick 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
+ See chapter 19 for defined terms.
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Quotation agreement Appendix 3B New issue announcement1 +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: Date: 3 August 2015
Company Secretary
Print name: Dennis Wilkins
+ See chapter 19 for defined terms.
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Appendix 3B New issue announcement Appendix 3B - Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entitiesIntroduced 01/08/12 Amended 04/03/13
Part 1Rule 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 | 358,316,919 |
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 • 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 | • 500,000 fully paid ordinary shares Exception 4 • 4,533,720 fully paid ordinary shares issued 30/01/2015 approved 26/09/2014 • 30,000,000 fully paid ordinary shares issued 15/09/2014 approved 20/11/2014 Nil |
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period | Nil |
"A" | 393,350,639 |
+ See chapter 19 for defined terms.
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+ See chapter 19 for defined terms.
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Appendix 3B New issue announcement Part 2Rule 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 | 393,350,639 |
Step 2: Calculate 10% of "A" | |
"D" | 0.10 Note: this value cannot be changed |
Multiply "A" by 0.10 | 39,335,063 |
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 | Nil |
"E" | Nil |
+ See chapter 19 for defined terms.
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+ See chapter 19 for defined terms.
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Azumah Resources Limited
ACN - 112 320 251
Suite 2, 11 Ventor Avenue West Perth AUSTRALIA 6005
P +618 9486 7911
F +618 9481 4417
W www.azumahresources.com.au
E info@azumahresources.com.au
3 August 2015
Company Announcements Office
ASX Limited
20 Bond Street
SYDNEY NSW 2000
Dear Sir
ISSUE OF AZUMAH RESOURCES LIMITED SHARES - SECONDARY TRADING NOTICE NOTIFICATION PURSUANT TO PARAGRAPH 708A(5)(e) OF THE CORPORATIONS ACT 2001 (Act)
On 3 August 2015, Azumah Resources Limited (Company) issued 3,496,504 fully paid ordinary shares (deemed issue price $0.0227) as consideration for interest due and payable in accordance with the terms and conditions of a Converting Note Agreement dated 24 January 2014 (Securities).
Secondary Trading Exemption
The Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.
The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:
(a) the Company issued the Securities without disclosure to investors under Part 6D.2 of the Act; (b) as at 3 August 2015 the Company has complied with the provisions of Chapter 2M of the Act
as they apply to the Company, and section 674 of the Act; and
(c) as at 3 August 2015 there is no information:
i. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
ii. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
A. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
B. the rights and liabilities attaching to the Securities.
Yours faithfully
Dennis Wilkins
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