Additional Listing
November 28 2005 - 2:00AM
UK Regulatory
RNS Number:7366U
Ballarat Goldfields N.L.
28 November 2005
Ballarat Goldfields NL
ASX and Media release: 28 November 2005
Appendix 3B - Placement of Ordinary Shares
Ballarat Goldfields NL (BGF) has completed a placement of 150,000,000 fully paid
ordinary shares at an issue price of A$0.30 cents per share to raise A$45
million, before issue costs. The shares were placed with institutional investors
by RBC Capital Markets (acting as global co-ordinator), Numis Securities Limited
and Haywood Securities Inc.
The funds raised by the placement will be applied to exploration and feasibility
of the Ballarat South, Berringa and Ballarat West projects; bringing forward the
Ballarat East gold project; and general working capital purposes.
The Company is issuing ordinary shares without disclosure to investors under the
fundraising provisions of Part 6D.2 of the Corporations Act, and this notice is
given pursuant to section 708A (5) (e) of the Corporations Act. As at the date
of this notice, the Company has complied with its financial reporting and
auditing obligations under Chapter 2M of the Corporations Act and its continuous
disclosure obligations under section 674 of the Corporations Act. In particular,
there is no information which the Company has withheld from Listing Rule 3.1
disclosure under the confidentiality carve-out from disclosure.
Attached is the fully completed Appendix 3B.
For further information, please visit our website www.ballarat-goldfields.com.au
or contact Joel Forwood, Manager Corporate and Markets, on 03 5327 1111.
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/
2001, 11/3/2002, 1/1/2003.
Name of entity
BALLARAT GOLDFIELDS NL
ABN
50 006 245 441
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 issued or to be issued Fully Paid Ordinary
Shares
------------------------
------------------------
2 Number of +securities issued or to be issued (if 150,000,000
known) or maximum number which may be issued ------------------------
------------------------
3 Principal terms of the +securities (eg, if options, Fully Paid Ordinary
exercise price and expiry date; if partly paid Shares
+securities, the amount outstanding and due dates ------------------------
for payment; if +convertible securities, the
conversion price and dates for conversion)
------------------------
4 * Do the +securities rank Yes
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
------------------------
5 Issue price or consideration 30.0 cents
------------------------
------------------------
Purpose of the issue The funds raised by the placement will be
applied to exploration and feasibility of the
Ballarat South, Berringa and Ballarat West
projects; bringing forward the Ballarat East
gold project; and general working capital
purposes.
6 (If issued as consideration for
the acquisition of assets, ------------------------
clearly identify those assets)
------------------------
7 Dates of entering +securities 28 November 2005
into uncertificated holdings or ------------------------
despatch of certificates
------------- -------------
Number +Class
------------- -------------
8 Number and +class of all 1,162,373,324 Ordinary Shares
+securities quoted on ASX ------------- -------------
(including the securities in
clause 2 if applicable)
Number +Class
--------- -----------------
9 Number and +class of all 11,000,000 Directors Options Exercisable one
+securities not quoted on third each at an exercise price
ASX (including the of 12 cents; 13 cents and 15
securities in clause 2 if cents respectively. Expiry Date
applicable) 30 September 2007
1,500,000 Employee Options Exercisable At
25.00 Cents Per Option Expiry
Date 30 September 2008
2,000,000 Employee Options Exercisable At
17.25 Cents Per Option Expiry
Date 30 September 2007
2,666,668 Employee Options Exercisable At
4.72 Cents Per Option Expiry Date
30 September 2006
5,000,000 RFC Options Exercisable At 3.45
Cents Per Option,
5,000,000 Expiry Date 30 September 2006.
RFC & Numis Options Exercisable
--------- At 15.0 Cents Per Option, Expiry
Date: 2 December 2007.
-----------------
------------------------
10 Dividend policy (in the case N/A
of a trust, distribution ------------------------
policy) on the increased
capital (interests)
Part 2 - Bonus issue or pro rata issue - (not applicable)
11 Is security holder approval required?
12 Is the issue renounceable or non-renounceable?
13 Ratio in which the +securities will be offered
14 +Class of +securities to which the offer relates
15 +Record date to determine entitlements
16 Will holdings on different registers (or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in relation to fractions
18 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.
19 Closing date for receipt of acceptances or renunciations
20 Names of any underwriters
21 Amount of any underwriting fee or commission
22 Names of any brokers to the issue
23 Fee or commission payable to the broker to the issue
24 Amount of any handling fee payable to brokers who lodge acceptances or
renunciations on behalf of +security holders
25 If the issue is contingent on +security holders' approval, the date of the
meeting
26 Date entitlement and acceptance form and prospectus or Product Disclosure
Statement will be sent to persons entitled
27 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
28 Date rights trading will begin (if applicable)
29 Date rights trading will end (if applicable)
30 How do +security holders sell their entitlements in full through a broker?
31 How do +security holders sell part of their entitlements through a broker
and accept for the balance?
32 How do +security holders dispose of their entitlements (except by sale
through a broker)?
33 +Despatch date
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
Entities that have ticked box 34(a)
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)
------------------------
38 Number of securities for which
+quotation is sought ------------------------
------------------------
39 Class of +securities for which
quotation is sought ------------------------
------------------------
40 * 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
------------------------
41 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
------------- -------------
42 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 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.
We warrant that if confirmation is required under section 1017F of the
Corporations Act in relation to the +securities to be quoted, it has been
provided 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 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.
(Managing Director) Date: 28 November 2005
Print name: RICHARD LAUFMANN
== == == == ==
This information is provided by RNS
The company news service from the London Stock Exchange
END
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