Malachite Resources NL

Published : October 19th, 2015

Appendix 3B - Convertible Note Rollover Fee Shares

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Appendix 3B - Convertible Note Rollover Fee Shares

ASX Listing Rules Appendix 3B - New Issue Announcement Application for Quotation of Additional Securities and Agreement

Appendix 3B

New issue announcement,

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

MALACHITE RESOURCES LIMITED


ABN

86 075 613 268


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 known) or maximum number which may be issued

6,150,648

3

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)

Fully Paid Ordinary Shares



4

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:

  • 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

Yes

5

Issue price or consideration

6,150,648 at deemed issue price of 0.441 cents (nil cash consideration) - Payment of Convertible Note Extension Fee

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Payment of Convertible Note Extension Fee

6a

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

No

6b

The date the security holder resolution under rule 7.1A was passed

6c

Number of +securities issued without security holder approval under rule 7.1

6d Number of +securities issued with security holder approval under rule 7.1A


6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)


6f Number of +securities issued under an exception in rule 7.2


6g If +securities issued under rule 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.


6hIf +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements


6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements


20 October 2015

Number

+Class

1,131,717,939

MAR Shares

7 +Issue dates

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.


8 Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)


Number

+Class


37


Convertible Notes: Each note has a face value of

$50,000 convertible at a 20% discount to the 30 day VWAP; term to 5 October 2015; Interest Rate - 15% per annum to 5 October 2015.


Notes:

  • Applications for 6 Convertible Notes have been received from entities associated with Directors of the Company and which are currently treated as loans until such time as the issue of these Convertible Notes has been approved by shareholders.

  1. Number and +class of all

    +securities not quoted on ASX (including the +securities in section 2 if applicable)



    No change

  2. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)


    Part 2 - Pro rata issue


    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 offer 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 offer documents 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

    +Issue 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)

    +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


  3. 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:

    • 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


  4. Reason for request for quotation now

    Example: In the case of restricted securities, end of restriction period

    Number

    +Class

    (if issued upon conversion of another +security, clearly identify that other +security)


  5. Number and +class of all

  6. +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.


    • 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.

    1. 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.


    2. 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: 20 October 2015

    (Director/Company secretary)


    Print name: Andrew J. Cooke


    == == == == ==

Read the rest of the article at www.noodls.com

Malachite Resources NL

EXPLORATION STAGE
CODE : MAR.AX
ISIN : AU000000MAR2
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Malachite Res. is a tin and lead exploration company based in Australia.

Malachite Res. holds various exploration projects in Australia.

Its main exploration properties are ELSMORE, MT LIDSTER, RIVERTREE, TOOLOOM, VOLGA, ABINGTON, CONRAD SILVER and DELUNGRA in Australia.

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