TIDMSGZ
RNS Number : 6714K
Scotgold Resources Ltd
23 September 2016
Scotgold Resources Limited
23 September 2016
Scotgold Resources Limited ("Scotgold" or the "Company")
Conversion of Convertible Note and New Loan
Conversion of Convertible Note
Scotgold Resouces Limited (ASX:SGZ, AIM: SGZ) announces the
issue of 56,100,000 fully paid ordinary Scotgold shares following
the conversion of convertible notes held by Nat le Roux. The
conversion of these convertible notes was previously approved by
shareholders at the meeting on 30 July 2014.
Please see the attached Appendix 3B in respect of the above
issue.
New Loan
Further, the Company is pleased to announce that the 2015
convertible note held by Nat le Roux, totalling GBP300,000
(approximately A$520,000) and convertible at GBP0.006 (the 2015
Convertible Note), will be repaid with funds made available to the
Company by Nat le Roux (the 2016 Loan).
The terms of the 2016 Loan are set out below:
Lender: Nat le Roux
Principal: GBP300,000
Draw-down date: on or before 30 September 2016.
Use of Funds: The loan funds will only be used to repay the 2015
Convertible Note, dated 31 March 2015, and which expire on 30
September 2016
Interest: Annual interest of 6.0%, payable annually.
Repayment Terms: The loan can be repaid with accrued interest,
at any time at the sole election of the Company. The Lender has the
right to call the loan for repayment at any time after two years
from date of draw-down.
Security: The loan is unsecured.
Mr Richard Gray (CEO) commented:
"This transaction is another important step as we simplify the
Company's balance sheet. We now have no external debt to external
parties and only a simple GBP300,000 loan on flexible and
attractive terms to our Chairman and major shareholder, Nat le
Roux. Furthermore the effective replacement of the second convert
able note with a simple debt instrument provides greater certainty
on the Company's issued capital position going forward. "
For further information, please contact
Scotgold Resources Stockdale Securities Capital Markets Vicarage Capital
Limited Limited Consultants Limited
------------------- --------------------- ----------------- -----------------
Richard Gray - Robert Finlay/ Simon Rothschild Rupert Williams
CEO Ed Thomas
------------------- --------------------- ----------------- -----------------
Tel: +44 (0)1838 Tel: +44 (0)20 Tel +44 (0)7703 Tel: +44 (0)20
400 306 7601 6100 167 065 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 56,100,000
3 Principal terms of Fully Paid Ordinary Shares issued
the +securities (e.g. through exercise of Convertible
if options, exercise Note.
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 consideration A$0.006 (approximately GBP0.003
per share subject to exchange
rates)
------------------------------------------
Purpose of the issue Conversion to shares under convertible
(If issued as consideration notes dated on or about 25 February
6 for the acquisition 2014.
of assets, clearly
identify those assets)
--------------------------------------------
Is the entity an +eligible Yes
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 30 Nov 2015
holder resolution
6b under rule 7.1A was
passed
--------------------------------------------
Number of +securities Nil
issued without security
6c holder approval under
rule 7.1
--------------------------------------------
Number of +securities Nil
issued with security
6d holder approval under
rule 7.1A
--------------------------------------------
Number of +securities Nil
issued with security
6e holder approval under
rule 7.3, or another
specific security
holder approval (specify
date of meeting)
--------------------------------------------
Number of +securities
issued under an exception
6f in rule 7.2 56,100,000
--------------------------------------------
If +securities issued N/A
under rule 7.1A, was
6g 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.
--------------------------------------------
If +securities were N/A
issued under rule
6h 7.1A for non-cash
consideration, state
date on which valuation
of consideration was
released to ASX Market
Announcements
--------------------------------------------
Calculate the entity's 7.1 Capacity: 93,122,800
remaining issue capacity 7.1A Capacity: 159,304,088
6i under rule 7.1 and
rule 7.1A - complete
Annexure 1 and release
to ASX Market Announcements
--------------------------------------------
7 +Issue dates 23 September 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) 1,593,040,881 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
------------ ---------------------
30,000,000 Options Exercise
at GBP0.0069
Expiry 22 September
2017
------------ ---------------------
123,637,118 Options Exercise
at GBP0.01 Expiry
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:
23 September 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 1,135,392,472
-------------------------------------------------------------- ----------------------------
Add the following: 95,295,889 - 7 Oct 2015
* Number of fully paid +ordinary securities issued in 28,800,000 - 28 Oct 2015
that 12 month period under an exception in rule 7.2 12,000 - 20 Jan 2016
73,900,000 - 22 Mar 2016
83,333,332 - 29 March 2016
* Number of fully paid +ordinary securities issued in 20,593,750 - 14 April 2016
that 12 month period with shareholder approval 359,471 - 15 June 2016
87,300 - 4 July 2016
62,500,000 - 16 Aug 2016
* Number of partly paid +ordinary securities that 36,666,667 - 2 Sept 2016
became fully paid in that 12 month period 56,100,000 - 23 September
2016
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" 1,593,040,881
-------------------------------------------------------------- ----------------------------
Step 2: Calculate 15% of "A"
----------------------------------------------------------------------------------------------
"B" 0.15
[Note: this value cannot be
changed]
------------------------------------------------------------- -------------------------------
Multiply "A" by 0.15 238,956,132
------------------------------------------------------------- -------------------------------
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 145,833,332
------------------------------------------------------------- -------------------------------
"C" 145,833,332
------------------------------------------------------------- -------------------------------
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 2 238,956,132
------------------------------------------------------------- -------------------------------
Subtract "C"
Note: number must be same
as shown in Step 3 145,833,332
------------------------------------------------------------- -------------------------------
Total ["A" x 0.15] - "C" 93,122,800
[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 1,593,040,881
-------------------------------------------------------------- ----------------------------
Step 2: Calculate 10% of "A"
--------------------------------------------------------------------------------------------
"D" 0.10
Note: this value cannot be
changed
-------------------------------------------------------------- ----------------------------
Multiply "A" by 0.10 159,304,088
-------------------------------------------------------------- ----------------------------
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
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 2 159,304,088
------------------------------ --------------------------------
Subtract "E" Nil
Note: number must be same
as shown in Step 3
------------------------------ --------------------------------
Total ["A" x 0.10] - "E" 159,304,088
Note: this is the remaining
placement capacity under rule
7.1A
------------------------------ --------------------------------
NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT
Scotgold Resources Limited ("Company") has today issued
36,666,667 fully paid ordinary shares ("Shares") pursuant to
section 708A(5)(e) of the Corporations Act 2001 (Cth) ("Act"). The
Company advises that 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, a sale of the
Shares 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:
1) the Company issued the securities without disclosure to
investors under Part 6D.2 of the Act;
2) as at the date of this notice, 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
3) as at the date of this notice, there is no information that
is excluded information under section 708A(7) and (8) of the Act
that has not already been disclosed to investors generally.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCSESSADFMSEEU
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