TIDMSGZ
RNS Number : 6394D
Scotgold Resources Ltd
27 October 2015
SCOTGOLD RESOURCES LIMITED
PLACEMENT OF RIGHTS ISSUE SHORTFALL
Scotgold Resources Limited (ASX:SGZ, AIM: SGZ) (Company) is
pleased to announce that it has completed the placement of the
following securities:
-- The placement of the shortfall from the Company's recent
rights issue, comprised of 18,243,341 fully paid ordinary shares at
an issue price of 1.3c per share to raise $237,163, together with
one (1) free attaching unlisted option per share issued.
-- A placement under the Company's existing Listing Rule 7.1
capacity of 10,556,659 fully paid ordinary shares at an issue price
of 1.3c per share to raise $137,237, together with one (1) free
attaching option per share issued.
The securities will be issued to sophisticated and otherwise
exempt investors pursuant to s708 of the Corporations Act 2001
(Cth). An Appendix 3B in respect of the securities issued
accompanies this announcement. Settlement of the securities is
scheduled to occur on 28 October 2015 and the shares are expected
to be issued and commence trading on 28 October 2015. The shares
issued will rank equally with the Company's existing fully paid
ordinary shares. The options are exercisable at GBP0.01 on or
before 30 September 2017.
Richard Gray, the Company's Chief Executive Officer,
commented;
"It is extremely satisfying that including these placements our
recent rights issue has been effectively oversubscribed. The
Company appreciates this recognition by our shareholders of the
progress made to date and the funds received put the Company in a
much stronger position as we continue our path to putting the
Cononish Gold and Silver project into production."
AIM
Application is being made for the 28,800,000 ordinary shares to
be admitted to trading on AIM ("Admission") and Admission is
expected to commence on 2 November 2015. The new ordinary shares
will rank pari passu in all respects with the existing ordinary
shares of the Company.
Total voting rights
Following Admission, the Company's enlarged issued share capital
will comprise 1,259,488,361 ordinary shares, with voting rights.
The Company does not hold any ordinary shares in treasury.
Therefore the total number of ordinary shares in the Company with
voting rights will be 1,259,488,361. 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 under the FCA's Disclosure and Transparency Rules.
Notice given under section 708A(5) of the Corporations Act
This notice is given by the Company under section 708A(5)(e) of
the Corporations Act in relation to the issue of 28,800,000 fully
paid shares and 28,800,000 options as described above, by the
Company without disclosure to investors under Part 6D.2 of the
Corporations Act.
As at the date of this notice, the Company has complied
with:
1. the provision of Chapter 2M of the Corporations Act as they apply to the Company; and
2. 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 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
1 Appendix 3B
2
3 New issue announcement,
4 application for quotation of additional securities
5 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.
6 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) 28,800,000
2) 28,800,000
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
(If issued as exploration and working
6 consideration capital
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
rule 7.1 1) 10,556,659
2) 10,556,659
6c
------------------------------------------------------
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
issued under an
exception in rule
7.2 3) 18,243,341
4) 18,243,341
6f
------------------------------------------------------
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
(MORE TO FOLLOW) Dow Jones Newswires
October 28, 2015 03:00 ET (07:00 GMT)
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 28 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) 1,259,488,361 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
-------------- -----------------
1,240,958,889 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 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
7 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: 27 October 2015
(Director/Company secretary)
Print name: Peter John Newcomb
8 Appendix 3B - Annexure 1
9 Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 01/08/12 Amended 04/03/13
10 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"
-----------------------------------------------------------------------------------------
"B" 0.15
[Note: this value cannot
be changed]
------------------------------------------------------------- --------------------------
Multiply "A" by 0.15 171,103,254
------------------------------------------------------------- --------------------------
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