ASX ANNOUNCEMENT
4 March 2015 ASX Code: AGS
Entitlements Offer -
Non Renounceable Rights Issue
Final Placement Of Shortfall
Alliance Resources Limited ("Alliance" or "Company") is pleased to announce the placement of 27,602,200 shortfall shares and 27,602,200 unlisted options (the "Shortfall Placement") from its recent non- renounceable rights issue ("Rights Issue") adding a further $2.1 million to working capital after costs. The details of the Rights issue were announced on 2 and 16 December 2014 and 22 January 2015.
On 25 February 2015 it was announced that the Rights Issue shortfall book was closed and accordingly, this final Shortfall Placement brings the total applications received under the Rights Issue to 59,644,110 shares ($4,771,529) and represents 96.1% of the total Rights Issue securities offered of 62,034,123 shares ($4,962,507).
Alliance's MD, Steve Johnston, commented "we are pleased to place the remaining shortfall shares to a number of the Company's existing shareholders as well as welcoming a number of new private and institutional investors to the Company. This placement, which represents approximately 7% of our stock, will strengthen our share register and completes the Rights Issue".
A copy of the Appendix 3B following completion of the Rights Issue is attached.
The Directors advise that holding statements for the new shares and options will be despatched on Thursday
5 March 2015, and trading in the new shares will commence on Wednesday, 4 March 2015.
For and on behalf of the Board
Bob Tolliday
Company Secretary
+61 3 9697 9090
Suite 3, 51-55 City Road
Southbank, VIC, 3006
P +61 3 9697 9090 F +61 3 9697 9091 [email protected] www.allianceresources.com.au ABN 38 063 293 336
Appendix 3B New issue announcement
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
Name of entity
ALLIANCE RESOURCES LIMITED
ABN
38 063 293 336
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
Ordinary shares
Unlisted Options (Options)
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
27,602,200 Ordinary Shares
27,602,200 Options
3 Principal terms of the
+securities (e.g. if options,
exercise price and expiry date; if partly paid +securities, the amount outstanding and due
Ordinary fully paid shares
Options - exercise price 15 cents per option exercisable into one ordinary share; expiry date 30
September 2015
conversion price and dates for conversion)
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 1
Appendix 3B
New issue announcement
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
Ordinary shares - Yes
Options - Ordinary shares issued upon exercise of the Options will rank equally with other ordinary shares on issue
5 Issue price or consideration $0.08 cents per new Ordinary Share
Options - Nil, 1 free Option attaching to each new Ordinary Share issued
6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
Placement of Shortfall from Non- renounceable Rights Issue
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
Yes
6b The date the security holder resolution under rule 7.1A was passed
26 November 2014
6c Number of +securities issued without security holder approval under rule 7.1
Nil
+ See chapter 19 for defined terms.
Appendix 3B Page 2 04/03/2013
Appendix 3B New issue announcement
6d Number of +securities issued with security holder approval under rule 7.1A
Nil
6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
Nil
6f Number of +securities issued under an exception in rule 7.2
27,602,200 Ordinary Shares
27,602,200 Options
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.
N/A
6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
N/A
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
Listing Rule 7.1 - 60,122,462
Listing Rule 7.1A - 40,081,641
Total - 100,204,103
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)
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 3
Appendix 3B
New issue announcement
9 Number and +class of all
+securities not quoted on ASX
(including the +securities in
section 2 if applicable)
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
The Directors of the Company are unable to state when, or if, dividends will be paid in the future, as the payment of dividends will depend on the Company's profitability, financial position and cash requirements.
+ See chapter 19 for defined terms.
Appendix 3B Page 4 04/03/2013
Appendix 3B New issue announcement
Part 2 - DELETED - NOT APPLICABLE
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
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 5
Appendix 3B
New issue announcement
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.
== == == == ==
+ See chapter 19 for defined terms.
Appendix 3B Page 6 04/03/2013
Appendix 3B New issue announcement
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 01/08/12 Amended 04/03/13
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
|
341,172,309
|
|
Add the following:
• Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2
• Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval
• 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
|
31,416,910 issued 27 January 2015
625,000 issued 30 January 2015
27,602,200 issued 4 March 2015
|
|
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period
|
Nil
|
|
"A"
|
400,816,419
|
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 7
Appendix 3B
New issue announcement
|
Step 2: Calculate 15% of "A"
|
|
"B"
|
0.15
[Note: this value cannot be changed]
|
|
Multiply "A" by 0.15
|
60,122,462
|
|
Step 3: Calculate "C", the amount of placement capacity under rule
7.1 that has already been used
|
|
Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless specifically excluded - not just ordinary securities
• 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
|
Nil
|
|
"C"
|
Nil
|
|
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining
placement capacity under rule 7.1
|
|
"A" x 0.15
Note: number must be same as shown in
Step 2
|
60,122,462
|
|
Subtract "C"
Note: number must be same as shown in
Step 3
|
Nil
|
|
Total ["A" x 0.15] - "C"
|
60,122,462 [Note: this is the remaining placement capacity under rule 7.1]
|
+ See chapter 19 for defined terms.
Appendix 3B Page 8 04/03/2013
Part 2
Appendix 3B New issue announcement
|
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
|
400,816,419
|
|
Step 2: Calculate 10% of "A"
|
|
"D"
|
0.10
Note: this value cannot be changed
|
|
Multiply "A" by 0.10
|
40,081,641
|
|
Step 3: Calculate "E", the amount of placement capacity under rule
7.1A that has already been used
|
|
Insert number of +equity 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
|
Nil
|
|
"E"
|
Nil
|
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 9
Appendix 3B
New issue announcement
|
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
|
40,081,641
|
|
Subtract "E"
Note: number must be same as shown in
Step 3
|
Nil
|
|
Total ["A" x 0.10] - "E"
|
40,081,641 Note: this is the remaining placement capacity under rule 7.1A
|
+ See chapter 19 for defined terms.
Appendix 3B Page 10 04/03/2013