TIDMSGZ
RNS Number : 6031B
Scotgold Resources Ltd
07 October 2015
SCOTGOLD RESOURCES LIMITED
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 1) Ordinary fully paid
issued or to be shares
issued 2) Unlisted Options
Number of +securities
issued or to be
issued (if known)
or maximum number
2 which may be issued 1) 95,295,889
2) 95,295,889
3 Principal terms 1) Ordinary fully paid
of the +securities shares
(e.g. if options, 2) Options exercisable
exercise price at GBP0.01 on or before
and expiry date; 30 September 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 1) Yes
rank equally in 2) Shares issued on exercise
all respects from of Options will rank
the +issue date equally with existing
with an existing class of quoted shares
+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 1) $0.013 per share
consideration 2) Nil
-------------------------------------
Purpose of the Completion of ongoing
issue technical studies, further
6 (If issued as exploration and working
consideration capital
for the acquisition
of assets, clearly
identify those
assets)
------------------------------------------------------
Is the entity Yes
an +eligible entity
6a 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
------------------------------------------------------
The date the security 28 November 2014
holder resolution
6b under rule 7.1A
was passed
------------------------------------------------------
Number of +securities Nil
issued without
6c security 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 in rule
7.2 1) 95,295,889
2) 95,295,889
6f
------------------------------------------------------
If +securities N/A
issued under rule
6g 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.
------------------------------------------------------
If +securities N/A
were issued under
6h rule 7.1A for
non-cash consideration,
state date on
which valuation
of consideration
was released to
ASX Market Announcements
------------------------------------------------------
Calculate the See Annexure 1.
entity's remaining
6i issue capacity
under rule 7.1
and rule 7.1A
- complete Annexure
1 and release
to ASX Market
Announcements
------------------------------------------------------
7 +Issue dates 7 October 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) 1,230,688,361 Paid Shares
----------------------------------- -----------------
Number +Class
----------- -----------------
Number and +class
of all +securities
not quoted on Options
ASX (including Exercise at
the +securities A$0.08
in section 2 if Expiry 31
9 applicable) 3,000,000 March 2022
----------- -----------------
153,161 Options
Exercise at
GBP0.031 Expiry
7 December
2015
----------- -----------------
7,111,111 Options
Exercise at
GBP0.045
Expiry 28
March 2016
----------- -----------------
30,000,000 Options
Exercise at
GBP0.0069
Expiry 22
September
2017
----------- -----------------
(MORE TO FOLLOW) Dow Jones Newswires
October 08, 2015 02:00 ET (06:00 GMT)
95,295,889 Options
Exercise at
GBP0.01 Expiry
30 September
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 2 -- Bonus issue or pro rata issue
11 Is security holder No
approval required?
------------------------
12 Is the issue renounceable Non-renounceable
or non-renounceable?
------------------------
13 Ratio in which 1 new ordinary fully
the +securities paid share for every
will be offered 10 existing fully paid
shares held together
with 1 free attaching
option
14 +Class of +securities Ordinary fully paid
to which the offer shares and options
relates
------------------------
15 +Record date to 4 September 2015
determine entitlements
------------------------
16 Will holdings N/A
on different registers
(or subregisters)
be aggregated
for calculating
entitlements?
------------------------
17 Policy for deciding Rounded down to nearest
entitlements in whole number
relation to fractions
------------------------
18 Names of countries None
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.
------------------------
19 Closing date for 30 September 2015
receipt of acceptances
or renunciations
------------------------
20 Names of any underwriters None
------------------------
21 Amount of any Nil
underwriting fee
or commission
------------------------
22 Names of any brokers N/A
to the issue
------------------------
23 Fee or commission N/A
payable to the
broker to the
issue
------------------------
24 Amount of any N/A
handling fee payable
to brokers who
lodge acceptances
or renunciations
on behalf of +security
holders
------------------------
25 If the issue is N/A
contingent on
+security holders'
approval, the
date of the meeting
------------------------
26 Date entitlement 8 September 2015
and acceptance
form and prospectus
or Product Disclosure
Statement will
be sent to persons
entitled
------------------------
27 If the entity 26 August 2015
has issued options,
and the terms
entitle option
holders to participate
on exercise, the
date on which
notices will be
sent to option
holders
------------------------
28 Date rights trading N/A
will begin (if
applicable)
------------------------
29 Date rights trading N/A
will end (if applicable)
------------------------
30 How do +security N/A
holders sell their
entitlements in
full through a
broker?
------------------------
31 How do +security N/A
holders sell part
of their entitlements
through a broker
and accept for
the balance?
------------------------
32 How do +security N/A
holders dispose
of their entitlements
(except by sale
through a broker)?
------------------------
33 +Despatch date 8 October 2015
------------------------
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: 7
October 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 568,529,569
-------------------------------------------------------------- --------------------------
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 95,295,889 7 October
that 12 month period with shareholder approval 2015
* 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 NIL
of fully paid +ordinary
securities cancelled
during that 12 month
period
-------------------------------------------------------------- --------------------------
"A" 1,140,688,361
-------------------------------------------------------------- --------------------------
Step 2: Calculate 15% of "A"
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