TIDMSGZ

RNS Number : 2720M

Scotgold Resources Ltd

05 May 2015

5 May 2015

SCOTGOLD RESOURCES LIMITED

APPENDIX 3B AND CLEANSING NOTICE

As announced by Scotgold Resources Limited (ASX:SGZ, AIM: SGZ) (Scotgold) 20 April 2015, 90,000,000 fully paid ordinary Scotgold Shares have been placed at an issue price of GBP0.005 each to raise GBP450,000 (before brokerage fees). The funds raised will be used to complete the Company's ongoing technical studies.

The Shares were issued under Scotgold's Listing Rule 7.1 capacity. Attached is an Appendix 3B in respect of the Shares issued.

Application has been for the 90,000,000 fully paid ordinary Scotgold Shares to be admitted to trading on AIM. Admission is expected to take place on 7 May 2015.

Following Admission, the Company's enlarged issued share capital will comprise 1,135,392,472 Shares, with voting rights. The Company does not hold any Shares in treasury. Therefore the total number of Shares in the Company with voting rights will be 1,135,392,472. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Notice Given Under Section 708A(5) Of The Corporations Act

This notice is given by Scotgold under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) in relation to an issue of 90,000,000 fully paid shares by Scotgold without disclosure to investors under Part 6D.2 of the Corporations Act.

As at the date of this notice, Scotgold has complied with:

   (a)        the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and 
   (b)        section 674 of the Corporations Act. 

There is no excluded information as at the date of this notice, for the purposes of Section 708A (7) and (8) of the Corporations Act.

For further information:

   Scotgold Resources Limited             Westhouse Securities Limited 

Richard Gray

   Chief Executive Officer                     Martin Davison 
   Tel: +44 (0)7905 884 021                   Tel: +44 (0)20 7601 6100 
   Capital Markets Consultants            Vicarage Capital Limited 
   Simon Rothschild                               Rupert Williams 
   Tel +44 (0)7703 167 065                    Tel: +44 (0)20 3651 2911 

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 
SCOTGOLD RESOURCES LIMITED 
-------------------------- 
 
 
ABN 
42 127 042 773 
-------------- 
 

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                  Ordinary fully paid shares 
      issued or to be 
      issued 
 
     Number of +securities 
      issued or to be 
      issued (if known) 
      or maximum number 
 2    which may be issued             90,000,000 
 
 3   Principal terms                        Ordinary fully paid 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 
         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 
                                                                      ------------------------- 
 
 5      Issue price or                                                 GBP0.005 per share 
         consideration 
                                                                      ------------------------- 
 
        Purpose of the                                                 Completion of ongoing 
         issue                                                          technical studies and 
         (If issued as                                                  working capital 
   6     consideration 
         for the acquisition 
         of assets, clearly 
         identify those 
         assets) 
                                                                      ------------------------------------------ 
 
        Is the entity                                                  Yes 
         an +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                                          28 November 2014 
         holder resolution 
         under rule 7.1A 
   6b    was passed 
                                                                      ------------------------------------------ 
 
        Number of +securities 
         issued without 
         security holder 
         approval under 
   6c    rule 7.1                                                      90,000,000 
                                                                      ------------------------------------------ 
 
        Number of +securities                                          Nil 
         issued with security 
         holder approval 
   6d    under rule 7.1A 
                                                                      ------------------------------------------ 
 
        Number of +securities                                          Nil 
         issued with security 
         holder approval 
   6e    under rule 7.3, 
         or another specific 
         security holder 
         approval (specify 
         date of meeting) 
                                                                      ------------------------------------------ 
 
        Number of +securities                                          Nil 
         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 
   6h    non-cash consideration, 
         state date on 
         which valuation 
         of consideration 
         was released to 
         ASX Market Announcements 
                                                                      ------------------------------------------ 
 
        Calculate the                                                  See Annexure 1. 
         entity's remaining 
         issue capacity 
   6i    under rule 7.1 
         and rule 7.1A 
         - complete Annexure 
         1 and release 
         to ASX Market 
         Announcements 
                                                                      ------------------------------------------ 
 
 7        +Issue dates                                                 5 May 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                                                                       Ordinary Fully 
 8         section 2 if applicable)                                    1,135,392,472            Paid Shares 
                                                                      -----------------------  ----------------- 
 
 
 
                               Number        +Class 
                              ------------  ----------------- 
                                             Options 
                                              Exercise at 
                                              A$0.08 
                                              Expiry 31 
                                              March 2022 
 
                                              Options 
                                              Exercise at 
                                              GBP0.045 Expiry 
                                              24 July 2015 
 
                               3,000,000      Options 
                                              Exercise at 
                                              GBP0.031 Expiry 
                                              7 December 
                                26,222,222    2015 
 
                                              Options 
                                              Exercise at 
                                153,161       GBP0.045 
                                              Expiry 28 
                                              March 2016 
      Number and +class 
       of all +securities                     Options 
       not quoted on            7,111,111     Exercise at 
       ASX (including                         GBP0.0069 
       the +securities                        Expiry 22 
       in section 2 if                        September 
 9     applicable)              30,000,000    2017 
                              ------------  ----------------- 
 
 10   Dividend policy          No plans to pay dividends 
       (in the case of          at this stage 
       a trust, distribution 
       policy) on the 
       increased capital 
       (interests) 
                              ------------------------------- 
 

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 
 

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:       ......................................................        Date: 5 May 2015 

(Director/Company secretary)

   Print name:    Peter John Newcomb 

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                                                       483,889,318 
--------------------------------------------------------------  -------------------------- 
 Add the following: 
   *    Number of fully paid +ordinary securities issued in        194,965,196 26 November 
        that 12 month period under an exception in rule 7.2        2014 
                                                                   281,897,707 15 December 
                                                                   2014 
   *    Number of fully paid +ordinary securities issued in 
        that 12 month period with shareholder approval 
 
                                                                   75,640,251 8 August 
   *    Number of partly paid +ordinary securities that            2014 
        became fully paid in that 12 month period                  9,000,000 23 September 
                                                                   2014 
 
  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                                             NIL 
  of fully paid +ordinary 
  securities cancelled 
  during that 12 month 
  period 
--------------------------------------------------------------  -------------------------- 
 "A"                                                             1,045,392,472 
--------------------------------------------------------------  -------------------------- 
 
 
 Step 2: Calculate 15% of "A" 
----------------------------------------------------------------------------------------- 
 "B"                                                            0.15 
                                                                 [Note: this value cannot 
                                                                 be changed] 
-------------------------------------------------------------  -------------------------- 
 Multiply "A" by 0.15                                           156,808,870 
-------------------------------------------------------------  -------------------------- 
 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                    90,000,000 
-------------------------------------------------------------  -------------------------- 
 "C"                                                            90,000,000 
-------------------------------------------------------------  -------------------------- 
 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                                                             156,808,870 
-------------------------------------------------------------  -------------------------- 
 Subtract "C" 
  Note: number must be 
  same as shown in Step 
  3                                                             90,000,000 
-------------------------------------------------------------  -------------------------- 
 Total ["A" x 0.15]                                             66,808,870 
  - "C"                                                          [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                                                    1,045,392,472 
--------------------------------------------------------------  ------------------------- 
 Step 2: Calculate 10% of "A" 
----------------------------------------------------------------------------------------- 
 "D"                                                             0.10 
                                                                  Note: this value cannot 
                                                                  be changed 
--------------------------------------------------------------  ------------------------- 
 Multiply "A" by 0.10                                            104,539,247 
--------------------------------------------------------------  ------------------------- 
 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                                             Nil 
  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"                                                             Nil 
--------------------------------------------------------------  ------------------------- 
 
 
 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                        104,539,247 
------------------------  ----------------------------- 
 Subtract "E"              Nil 
  Note: number must be 
  same as shown in Step 
  3 
------------------------  ----------------------------- 
 Total ["A" x 0.10]        104,539,247 
  - "E"                     Note: this is the remaining 
                            placement capacity 
                            under rule 7.1A 
------------------------  ----------------------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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