ABN: 82 138 358 728 ASX: TMZ Level 1, 80 Chandos Street, St Leonards, NSW 2065
PO Box 956, Crows Nest, NSW 1585
Tel: +61 2 9906 6225 Fax: +61 2 9906 5233
Web: www.thomsonresources.com.au
ASX Release
2 July 2015
APPENDIX 3B AND
NOTICE UNDER SECTION 708A(5) OF THE CORPORATIONS ACT
Thomson Resources Limited ("Thomson Resources") has issued 3,750,000 ordinary shares at 2.0 cents per share on 2 July 2015.
Attached is an Appendix 3B for the issue of these shares.
Accordingly the Company gives notice under Section 708(5)(e)(i) of the Corporations
Act 2001 (Cth) ("Act") that:
1. the abovementioned shares were issued without disclosure to investors under Part
6D.2 of the Act.
2. 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
3. as at the date of this notice there is no information to be disclosed which is "excluded information" as defined in subsection 708A(7) and (8) of the Act that is reasonable for investors and their professional advisors to find in a disclosure document.
Ivo Polovineo
Company secretary
.
Thomson Resources ASX Release
ASX code: TMZ
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
Name of entity
THOMSON RESOURCES LTD
ABN
82 138 358 728
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
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
3,750,000
3 Principal terms of the +securities (eg, 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)
Per existing ordinary shares
+ See chapter 19 for defined terms.
01/08/2012 Appendix 3B Page 1
Appendix 3B
New issue announcement
4 Do the +securities rank equally in all respects from the date of allotment 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
Rank equally with existing ordinary shares.
5 Issue price or consideration 2.0 cents per share to raise $75,000
6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
Placement of shares to fund exploration expenditure.
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
25 November 2014
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
3,750,000
+ See chapter 19 for defined terms.
Appendix 3B Page 2 01/08/2012
Appendix 3B New issue announcement
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
Nil
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.
Issue date is 2 July 2015
15 day VWAP is $0.0148
Source: Orient Capital
75% of 15 day VWAP is $0.0111
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
Refer Annexure 1
7 Dates of entering +securities into uncertificated holdings or despatch of certificates
2 July 2015
8 Number and +class of all
+securities quoted on ASX (including the securities in section
2 if applicable)
9
+ See chapter 19 for defined terms.
01/08/2012 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)
N/A
Part 2 - Bonus issue or pro rata issue
Questions 11-33 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
+ See chapter 19 for defined terms.
Appendix 3B Page 4 01/08/2012
those holders
Appendix 3B New issue announcement
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
40 Do the +securities rank equally in all respects from the date of allotment 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
41 Reason for request for quotation now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another security, clearly identify that other security)
Number +Class
+ See chapter 19 for defined terms.
01/08/2012 Appendix 3B Page 5
Appendix 3B
New issue announcement
42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)
+ See chapter 19 for defined terms.
Appendix 3B Page 6 01/08/2012
Quotation agreement
Appendix 3B New issue announcement
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 not available now, 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: 2 July 2015
Company secretary
Print name: Ivo Polovineo
== == == == ==
+ See chapter 19 for defined terms.
01/08/2012 Appendix 3B Page 7
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
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 date of issue or agreement to issue
|
73,027,701
|
|
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
|
Nil Nil Nil
|
|
Subtract the number of fully paid ordinary securities cancelled during that 12 month period
|
Nil
|
|
"A"
|
73,027,701
|
+ See chapter 19 for defined terms.
Appendix 3B Page 8 01/08/2012
+ See chapter 19 for defined terms.
Appendix 3B New issue announcement
01/08/2012 Appendix 3B Page 9
Appendix 3B
New issue announcement
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
|
73,027,701
|
|
Step 2: Calculate 10% of "A"
|
|
"D"
|
0.10
Note: this value cannot be changed
|
|
Multiply "A" by 0.10
|
7,302,770
|
|
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
|
3,116,805 -issued on 23 June 2015
3,750,000 - this issue
|
|
"E"
|
6,866,805
|
+ See chapter 19 for defined terms.
Appendix 3B Page 10 01/08/2012
+ See chapter 19 for defined terms.
Appendix 3B New issue announcement
01/08/2012 Appendix 3B Page 11