TIDMSGZ
RNS Number : 0244T
Scotgold Resources Ltd
23 March 2016
23 March 2016
The Company Announcements Office
Australian Securities Exchange Limited
4th Floor 20 Bridge Street
SYDNEY NSW 2000
ISSUE OF SHARES
Scotgold Limited (ASX: SGZ, AIM: SGZ) ("Company") advises that
on 22 March 2016 it issued 73,900,000 fully paid shares to a
sophisticated and private Section 708 exempt investor Mr Nat Le
Roux, a Director of the Company. The shares were issued through the
conversion of rights in a Convertible Note held by Mr Le Roux
previously approved by shareholders on 30 July 2014.
Please find attached a Form 3B and Section 708A Notice in
respect of this issue.
Following conversion, Mr Nat Le Roux's holding will be
576,120,806 ordinary shares representing 40.66% of the enlarged
issued share capital and Total Voting Rights of the Company.
Admission of the 73,900,000 new ordinary shares is anticipated
on the 30(th) March. Following admission, the Company's enlarged
issued share capital will comprise 1,416,733,693 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 1,416,733,693.
For further information please contact:
Scotgold Resources Stockdale Securities Capital Markets Vicarage
Limited Limited Consultants Capital
Limited
------------------- --------------------- ----------------- ----------------
Richard Gray Robert Finlay/ Simon Rothschild Rupert Williams
- CEO Alastair Stratton/
Ed Thomas
------------------- --------------------- ----------------- ----------------
Tel: +44 (0)1838 Tel: +44 (0)20 Tel +44 (0)7703 Tel: +44
400 306 7601 6100 167 065 (0)20 3651
2911
------------------- --------------------- ----------------- ----------------
NOTICE PURSUANT TO SUBSECTION 708A(5)(E) OF THE CORPORATIONS ACT
2001 (CTH) (ACT)
Scotgold Limited (ASX: SGZ, AIM: SGZ) ("Company") advises that
on 22 March 2016 it issued 73,900,000 fully paid shares to a
sophisticated and private Section 708 exempt investor Mr Nat Le
Roux, a Director of the Company. The shares were issued through
conversion of rights in a Convertible Note held by Mr Le Roux
previously approved by shareholders on 30 July 2014.
As required by subsection 708A(6) of the Act the directors of
the Company advise that:
(i) the Company issued the shares without disclosure to
investors under Part 6D.2 of the Act;
(ii) this Notice is being given pursuant to subsection 708A(5)(e) of the Act;
(iii) as at the date of this Notice, the Company has complied with:
(a) the provisions of Chapter 2M of the Act as they apply to the
Company, and
(b) section 674 of the Act; and
(iv) as at the date of this Notice, the Company is not in
possession of any excluded information as defined in subsections
708A(7) and 708A(8) of the Act
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 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
2 which may be issued 73,900,000
3 Principal terms
of the +securities Fully Paid Ordinary Shares
(e.g. if options, issued through exercise
exercise price of Convertible Note.
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 A$0.006 per share
consideration
------------------------------
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 30 Nov 2015
holder resolution
under rule 7.1A
6b was passed
-------------------------------------------------
Number of +securities Nil
issued without
security holder
6c approval under
rule 7.1
-------------------------------------------------
Number of +securities Nil
issued with security
holder approval
6d 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) 73,900,000
-------------------------------------------------
Number of +securities Nil
issued under an
exception in rule
6f 7.2
-------------------------------------------------
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
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 7.1 Capacity: 200,010,054
entity's remaining 7.1A Capacity: 133,340,036
issue capacity
6i under rule 7.1
and rule 7.1A
- complete Annexure
1 and release
to ASX Market
Announcements
-------------------------------------------------
7 +Issue dates 22 March 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
March 23, 2016 05:38 ET (09:38 GMT)
------------------------------------------------------------- --------------------------
Subtract "C" Nil
Note: number must be
same as shown in Step
3
------------------------------------------------------------- --------------------------
Total ["A" x 0.15] 200,010,054
- "C" [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 1,333,400,361
-------------------------------------------------------------- -------------------------
Step 2: Calculate 10% of "A"
-----------------------------------------------------------------------------------------
"D" 0.10
Note: this value cannot
be changed
-------------------------------------------------------------- -------------------------
Multiply "A" by 0.10 133,340,036
-------------------------------------------------------------- -------------------------
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
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
2 133,340,036
------------------------ -----------------------------
Subtract "E" Nil
Note: number must be
same as shown in Step
3
------------------------ -----------------------------
Total ["A" x 0.10] 133,340,036
- "E" Note: this is the remaining
placement capacity
under rule 7.1A
------------------------ -----------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOESEWSUDFMSEDD
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