MANTLE MINERALS LIMITED ASX Announcement 30 March 2016
ACN 082 593 235
Australian Securities Exchange Code: CAD
Ordinary shares
2,413,226,117
Unlisted Options
19,500,000 (exercise price of $0.005; expiry date of 31 Dec 2016) 306,150,001 (exercise price of $0.03; expiry date of 27 Feb 2017) 550,457,309 (exercise price of $0.003; expiry date of 31 Dec 2020)
Board of Directors Mr Steven Elliott Mr Keith Bowker Mr Michael Nottas
This notice is given by Caeneus Minerals Ltd (ìCaeneusî or ìthe Companyî) pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) (ìCorporations Actî).
On 30 March 2016, the Company announced the issue of 482,645,223 fully paid ordinary shares at an issue price of
$0.001 per share (ìSecuritiesî) to Sophisticated Investors. The 241,322,612 unlisted options on a 1 for 2 basis, exercisable at $0.003 on or before 31 December 2020 will be issued at a later date following shareholdersí approval at a General Meeting of the Company.
In accordance with section 708A(5)(e) of the Corporations Act, the Company gives notice that:
the Company issued the Securities without disclosure under part 6D.2 of the Corporations Act;
as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company and section 674 of the Corporations Act; and
as at the date of this notice, there is no ìexcluded informationî (as defined in subsection 708A(7) of the Corporations Act) which is required to be disclosed by the Company.
For and on behalf of the Board
Keith Bowker
Director/Company Secretary
Appendix 3BRule 2.7, 3.10.3, 3.10.4, 3.10.5
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASXís 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
Name of entity
Caeneus Minerals Ltd
ABN
42 082 593 235
We (the entity) give ASX the following information.
You must complete the relevant sections (attach sheets if there is not enough space).
Fully paid ordinary shares
1 +Class of +securities issued or to be issued
482,645,223
Number of +securities issued or to be issued (if known) or maximum number which may be issued
Fully paid ordinary shares
Principal terms of the
+securities (eg, 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)
Yes
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
$0.001 each
Issue price or consideration
Placement to Sophisticated Investors of the Company
Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
Yes
6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?
If Yes, complete sections 6b ñ 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i
27 Nov 2015
6b The date the security holder resolution under rule 7.1A was passed
-
6c Number of +securities issued without security holder approval
193,058,089
6d Number of +securities issued with security holder approval under rule 7.1A
289,587,134
(27 November 2015)
6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
-
6f Number of securities issued under an exception in rule 7.2
Yes
15 day VWAP = $0.0017
75% = $0.001
Date of placement 30 March 2016 (Source: tradingroom.com.au)
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.
-
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
7.1 Nil
7.1A Nil
(Refer to Annexure 1)
6i Calculate the entityís remaining issue capacity under rule 7.1 and rule 7.1A ñ complete Annexure 1 and release to ASX Market Announcements
30 March 2016
Dates of entering +securities into uncertificated holdings or despatch of certificates
Number
+Class
2,413,226,117
Fully paid ordinary shares
Number and +class of all
+securities quoted on ASX (including the securities in section 2 if applicable)
Number
+Class
19,500,000
Unlisted options
exercisable at $0.005
each and expiring on
31 December 2016
306,150,001
Unlisted options
exercisable at $0.03
each and expiring on
27 February 2017
550,457,309
Unlisted options
exercisable at $0.003
each and expiring on
31 December 2020
Number and +class of all
+securities not quoted on ASX (including the securities in section 2 if applicable)
N/A
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issueIs security holder approval required?
Is the issue renounceable or non- renounceable?
Ratio in which the +securities will be offered
14 +Class of +securities to which the offer relates
15 +Record date to determine entitlements
Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
Policy for deciding entitlements in relation to fractions
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.
Closing date for receipt of acceptances or renunciations
Names of any underwriters
Amount of any underwriting fee or commission
Names of any brokers to the issue
Fee or commission payable to the broker to the issue
Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders
If the issue is contingent on
+security holdersí approval, the date of the meeting
Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
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
Date rights trading will begin (if applicable)
Date rights trading will end (if applicable)
How do +security holders sell
their entitlements in full through a broker?
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
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
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)Number of securities for which
+quotation is sought
Class of +securities for which quotation is sought
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
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
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 ASXís absolute discretion. ASX may quote the +securities on any conditions it decides.
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.
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.
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.
Sign here: Date: 30 March 2016
(Company Secretary)
Print name: Keith Bowker
== == == == ==
+eligible entities
Introduced 01/08/12
Rule 7.1 ñ Issues exceeding 15% of capital | |
Step 1: Calculate ìAî, the base figure from which the placement capacity is calculated | |
Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue | 625,301,330 |
Add the following:
Note:
| 10,000,000 Exercise of Options 500,000 Exercise of Options 10,714,286 Issued to Poseidon Nickel Ltd for deposit 75,000,000 Conversion of Convertible Notes 100,000,000 Issued to Poseidon Nickel Ltd 50,914,618 Placement to Sophisticated Investors 8,150,660 Issued to a creditor of the Company 300,000,000 Placement 750,000,000 Issued to Vendors |
Subtract the number of fully paid ordinary securities cancelled during that 12 month period | - |
ìAî | 1,930,580,894 |
Step 2: Calculate 15% of ìAî | |
ìBî | 0.15 [Note: this value cannot be changed] |
Multiply ìAî by 0.15 | 289,587,134 |
Step 3: Calculate ìCî, 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:
7.1 or rule 7.4 Note:
| 289,587,134 |
ìCî | 289,587,134 |
Step 4: Subtract ìCî from [ìAî x ìBî] to calculate remaining placement capacity under rule 7.1 | |
ìAî x 0.15 Note: number must be same as shown in Step 2 | 289,587,134 |
Subtract ìCî Note: number must be same as shown in Step 3 | 289,587,134 |
Total [ìAî x 0.15] ñ ìCî | - [Note: this is the remaining placement capacity under rule 7.1] |
Rule 7.1A ñ Additional placement capacity for eligible entities | |
Step 1: Calculate ìAî, the base figure from which the placement capacity is calculated | |
ìAî Note: number must be same as shown in Step 1 of Part 1 | 1,930,580,894 |
Step 2: Calculate 10% of ìAî | |
ìDî | 0.10 Note: this value cannot be changed |
Multiply ìAî by 0.10 | 193,058,089 |
Step 3: Calculate ìEî, 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:
| 193,058,089 |
ìEî | 193,058,089 |
Caeneus Minerals Ltd. issued this content on 30 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 13 April 2016 10:29:18 UTC
Original Document: http://www.gtp.com.au/matrixmetals/inewsfiles/2016-03-30-ASX_Announcement-Section_708A_Cleansing_Notice__App_3B.pdf
