31 August 2016
Issue of Placement Shares and Options
Sheffield Resources Limited (ASX: SFX, "Company") is pleased to advise that subsequent to the announcement on 24 August 2016, the Company has now issued a total of 32,939,994 fully paid ordinary shares ("Placement") at an issue price of 52 cents per share, raising approximately $17.1 million before costs.
A total of 18,163,060 shares were issued under the Company's 15% placement capacity under ASX Listing Rule 7.1 and a total of 14,776,934 shares were issued under the Company's additional 10% placement capacity pursuant to ASX Listing Rule 7.1A. In addition, as outlined in the announcement of 24 August 2016, the Company has also issued under ASX Listing Rule 7.1 4,000,000 options at an exercise price of 67.6 cents per option, expiring 31 August 2019 ("Options"). The Options have been issued in equal amounts to Bridge Street Capital Partners and Pulse Markets, or their respective nominees, as consideration for their ongoing role as Joint Capital Markets Advisers ("JCMAs") to the Company.
Funds raised from the Placement will be used, together with existing cash reserves, to complete the Company's Thunderbird mineral sands project bankable feasibility study and the Company's exploration activities, and for general working capital.
An Appendix 3B is attached in respect of the Placement and Options. Additional disclosure under ASX Listing Rule 3.10.5A
The Company provides the following additional information as required under ASX Listing Rule 3.10.5A in
respect of the shares issued under the Company's additional 10% placement capacity pursuant to ASX Listing Rule 7.1A:
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The dilutive effect of the Placement on existing shareholders is as follows:
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Shares
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%
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Number of shares on issue prior to Placement
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147,769,347
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82
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Dilution as a result of issue under ASX LR7.1A
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14,776,934
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8
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Dilution as a result of issue under ASX LR7.1
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18,163,060
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10
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Number of shares on issue following Placement
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180,709,341
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100
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The shares issued under ASX Listing Rule 7.1A were issued to a new shareholder of the Company.
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The shares issued under ASX Listing Rule 7.1A were issued to sophisticated and professional investors under the placement, as it was considered by the Board of the Company as the most efficient and effective mechanism to raise capital to fund the Thunderbird mineral sands project bankable feasibility study and the Company's exploration activities.
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There were no underwriting arrangements entered into as a part of the Placement.
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The fee payable by the Company to the JCMAs in connection with the Placement comprises an aggregate cash fee of 6% of the funds raised pursuant to the Placement.
Mr Jeremy Newman
ASX Compliance Pty Limited Level 40, Central Park,
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St Georges Terrace Perth WA 6000
Dear Jeremy,
Secondary Trading Notification - Notice pursuant to s708A(5)(e) of the Corporations Act 2001 ("the Act") RE: Placement of 32,939,994 fully paid ordinary shares ("New Shares")
The Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under Section 708 or 708A. By the Company providing this notice, on-sale of the New Shares will fall within the exemption offered by Section 708A(5) of the Act.
The Company hereby notifies the ASX (as the operator of the prescribed financial market on which the New Shares are to be quoted) under Section 708A(5)(e) of the Act that:
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The Company issued the New Shares without disclosure to investors under Part 6D.2 of the Act;
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as at the date of this notice, the Company has complied with:
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the provisions of Chapter 2M of the Act as they apply to the Company; and
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Section 674 of the Act; and
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as at the date of this notice:
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there is no information that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
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there is no "excluded information" as defined in sections 708A(7) and (8) of the Act in relation to the Company.
If you have any further questions, please do not hesitate to contact me on 08 6555 8777. Yours sincerely
Mark Di Silvio CFO/Company Secretary Sheffield Resources Limited
Appendix 3B
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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
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Name of entity
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Sheffield Resources Limited
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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).
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1
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+Class of +securities issued or to be issued
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Fully Paid Ordinary Shares
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Unlisted Options
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2
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Number of +securities issued or to be issued (if known) or maximum number which may be issued
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1. 32,939,994
2. 4,000,000
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3
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Principal terms of the +securities (e.g. if options, exercise 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)
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-
Fully Paid Ordinary Shares
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The Unlisted Options each have an exercise price of 67.6 cents per option and are exercisable on or before 31/8/2019.
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4
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Do the +securities 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:
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the date from which they do
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the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
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the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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Yes
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No. The Unlisted Options do not entitle the holder to participate in dividends or new issues of securities. However, the Unlisted Options will be adjusted in the event of a reconstruction of capital. Shares issued on exercise of Unlisted Options shall rank equally in all respects with the existing Fully Paid Ordinary Shares on issue.
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5
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Issue price or consideration
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-
$0.52 per share
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Nil cash consideration
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6
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Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
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Issued to sophisticated and professional investors pursuant to a placement announced on 24 August 2016, the proceeds of which will be used to complete the bankable feasibility study at the Thunderbird mineral sands project, exploration activities and for working capital purposes.
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Issued to brokers in satisfaction of a 12 month contractual engagement
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6a
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Is the entity an +eligible entity 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
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Yes
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6b
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The date the security holder resolution under rule 7.1A was passed
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27 November 2015
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6c
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Number of +securities issued without security holder approval under rule 7.1
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18,163,060 Fully Paid Ordinary Shares 4,000,000 Unlisted Options
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