TIDMSGZ
RNS Number : 5141M
Scotgold Resources Ltd
21 January 2016
Scotgold Resources Limited
Appendix 3B
Scotgold Resources Limited (ASX:SGZ, AIM: SGZ) ("Scotgold")
announces that 12,000 fully paid ordinary Scotgold shares ("Option
Shares") have been issued on conversion of options exercisable at
GBP0.01 on or before 30 September 2017.
Application has been made for the 12,000 Option Shares to be
admitted to trading on AIM ("Admission") and Admission is expected
to take place on 27 January 2016.
Following Admission, the Company's enlarged issued share capital
will comprise 1,259,500,361 ordinary 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
1,259,500,361. 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.
For further information
Scotgold Resources Limited Stockdale Securities Limited
Richard Gray Robert Finlay / Alastair Stratton
Chief Executive Officer
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 which may be
2 issued 12,000
3 Principal terms of Fully Paid Ordinary Shares issued
the +securities (e.g. on conversion of Options exercisable
if options, exercise at GBP0.01 on or before 30 September
price and expiry date; 2017.
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 consideration A$0.019 per share
----------------------------------
6 Purpose of the issue Completion of ongoing technical
(If issued as consideration studies, further exploration
for the acquisition and working capital
of assets, clearly
identify those assets)
--------------------------------------------------------
6a Is the entity an +eligible Yes
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
--------------------------------------------------------
6b The date the security 30 November 2015
holder resolution
under rule 7.1A was
passed
--------------------------------------------------------
6c Number of +securities Nil
issued without security
holder approval under
rule 7.1
--------------------------------------------------------
6d Number of +securities Nil
issued with security
holder approval under
rule 7.1A
--------------------------------------------------------
Number of +securities
issued with security
holder approval under
rule 7.3, or another
specific security
holder approval (specify
6e date of meeting) 12,000
--------------------------------------------------------
6f Number of +securities Nil
issued under an exception
in rule 7.2
--------------------------------------------------------
6g If +securities issued N/A
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 N/A
issued under rule
7.1A for non-cash
consideration, state
date on which valuation
of consideration was
released to ASX Market
Announcements
--------------------------------------------------------
6i Calculate the entity's 7.1 Capacity: 188,925,054
remaining issue capacity 7.1A Capacity: 125,950,036
under rule 7.1 and
rule 7.1A - complete
Annexure 1 and release
to ASX Market Announcements
--------------------------------------------------------
7 +Issue dates 20 January 2016
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 Fully Paid Ordinary
8 section 2 if applicable) 1,259,500,361 Shares
-------------------------------- ----------------------
Number +Class
------------ ---------------------
Number and +class
of all +securities
not quoted on ASX Options Exercise
(including the +securities at A$0.08 Expiry
9 in section 2 if applicable) 3,000,000 31 March 2022
------------ ---------------------
7,111,111 Options Exercise
at GBP0.045 Expiry
28 March 2016
------------ ---------------------
30,000,000 Options Exercise
at GBP0.0069
Expiry 22 September
2017
------------ ---------------------
124,095,889 Options Exercise
at GBP0.01 Expiry
(MORE TO FOLLOW) Dow Jones Newswires
January 21, 2016 02:00 ET (07:00 GMT)
30 September
2017
------------ ---------------------
10 Dividend policy (in No plans to pay dividends at
the case of a trust, this stage
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) 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
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:
21 January 2016
(Company secretary)
Print name: Gabriel Chiappini
== == == == ==
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 1,045,392,472
-------------------------------------------------------------- --------------------------
Add the following: 90,000,000 - 4 May 2015
* Number of fully paid +ordinary securities issued in 95,295,889 - 7 Oct 2015
that 12 month period under an exception in rule 7.2 28,800,000 - 28 Oct 2015
12,000 - 20 Jan 2016
* 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
-------------------------------------------------------------- --------------------------
Subtract the number of fully Nil
paid +ordinary securities
cancelled during that 12
month period
-------------------------------------------------------------- --------------------------
"A" 1,259,500,361
-------------------------------------------------------------- --------------------------
Step 2: Calculate 15% of "A"
----------------------------------------------------------------------------------------------
"B" 0.15
[Note: this value cannot be
changed]
------------------------------------------------------------- -------------------------------
Multiply "A" by 0.15 188,925,054
------------------------------------------------------------- -------------------------------
Step 3: Calculate "C", the amount of placement capacity
under rule 7.1 that has already been used
----------------------------------------------------------------------------------------------
Insert number of +equity Nil
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" Nil
------------------------------------------------------------- -------------------------------
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 2 188,925,054
------------------------------------------------------------- -------------------------------
Subtract "C" Nil
Note: number must be same
as shown in Step 3
------------------------------------------------------------- -------------------------------
Total ["A" x 0.15] - "C" 188,925,054
[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 1,259,500,361
-------------------------------------------------------------- ----------------------------
Step 2: Calculate 10% of "A"
--------------------------------------------------------------------------------------------
"D" 0.10
Note: this value cannot be
changed
-------------------------------------------------------------- ----------------------------
Multiply "A" by 0.10 125,950,036
-------------------------------------------------------------- ----------------------------
Step 3: Calculate "E", the amount of placement capacity
under rule 7.1A that has already been used
--------------------------------------------------------------------------------------------
Insert number of +equity Nil
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
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