Issue Of Unlisted Options - Goldmountainltd .au
Suite 2501 Level 25 St Martins Tower31 Market Street Sydney NSW 2000 Australia(PO Box Q638 QVB Market Street NSW 1230 Australia)Tel: 61 (02) 9283 388018 October 2016Australian Stock Exchange20 Bridge StreetSydney NSW 2000Issue of Unlisted OptionsGold Mountain Limited (GMN or Company) is pleased to advise the issue of 45,598,810 Optionsfollowing Shareholder approval at the Extraordinary General Meeting held on 11 October 2016in respect ofResolution 2 – Issue of Options to the August 2016 Placement Investors; andResolution 3 – Issue of Options to Promoters.A completed Appendix 3B in respect of the Options issue is attached.For and on behalf of the BoardEric KamCompany Secretary
Appendix 3BNew issue announcementRule 2.7, 3.10.3, 3.10.4, 3.10.5Appendix 3BNew issue announcement,application for quotation of additional securitiesand agreementInformation or documents not available now must be given to ASX as soon as available. Information anddocuments 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, 01/08/12,04/03/13Name of entityGold Mountain LimitedABN79 115 815 942We (the entity) give ASX the following information.Part 1 – All issuesYou must complete the relevant sections (attach sheets if there is not enough space).1 Classof securities issued or tobe issued2Number of securities issued orto be issued (if known) ormaximum number which may beissued3Principal terms of the securities(e.g. if options, exercise price andexpiry date; if partly paid securities,theamountoutstanding and due dates for convertiblepayment;ifsecurities, the conversion priceand dates for conversion)Share Options (Unlisted)45,598,810Share options at exercise price 0.055expiring 18/1/2018 See chapter 19 for defined terms.04/03/2013Appendix 3B Page 1
Appendix 3BNew issue announcement4Do the securities rank equally inall respects from the issue datewith an existing class of quoted securities?Options will not be quoted. Shares to beissued upon exercise of the Options will rankequally with all other fully paid ordinaryshares on issue.If the additional securities donot rank equally, please state: the date from which they do the extent to which theyparticipate for the nextdividend, (in the case of atrust, distribution) or interestpayment the extent to which they donot rank equally, other thanin relation to the nextdividend, distribution orinterest payment5Issue price or considerationNil issue price6Purpose of the issue(If issued as consideration for theacquisition of assets, clearlyidentify those assets)Approved issue of Options at theExtraordinary General Meeting held on11 October 20161) Resolution 2 - Issue of Options to theAugust 2016 Placement Investors; and2) Resolution 3 – Issue of Options toPromoters6aIs the entity an eligible entitythat has obtained security holderapproval under rule 7.1A?NoIf Yes, complete sections 6b – 6hin relation to the securities thesubject of this Appendix 3B, andcomply with section 6i6bThe date the security holderresolution under rule 7.1A waspassed6cNumber of securities issuedwithout security holder approvalunder rule 7.16dNumber of securities issuedwith security holder approvalunder rule 7.1AN/ANilN/A See chapter 19 for defined terms.Appendix 3B Page 204/03/2013
Appendix 3BNew issue announcement6eNumber of securities issuedwith security holder approvalunder rule 7.3, or anotherspecific security holder approval(specify date of meeting)Per EGM (11/10/2016)Resolution 2 - 28,598,810 OptionsResolution 3 - 17,000,000 Options6fNumber of securities issuedunder an exception in rule 7.2N/N6gIf securities issued under rule7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3? Include the issue date and both values.Include the source of the VWAPcalculation.N/A6hIf securities were issued underrule7.1Afornon-cashconsideration, state date onwhich valuation of considerationwas released to ASX MarketAnnouncementsN/A6iCalculate the entity’s remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1and release to ASX MarketAnnouncements7 IssueRule 7.151,132,572datesNote: The issue date may be prescribed by ASX(refer to the definition of issue date in rule19.12). For example, the issue date for a prorata entitlement issue must comply with theapplicable timetable in Appendix 7A.19 October 2016Cross reference: item 33 of Appendix 3B.8Number Class379,950,222Ordinary Shares classNumber andof all securitiesquoted on ASX(including the securities insection 2 if applicable) See chapter 19 for defined terms.04/03/2013Appendix 3B Page 3
Appendix 3BNew issue announcementNumber910Number and class of all securities not quoted on ASX(including the securities insection 2 if applicable)Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)500,00046,217,858 ClassOptions at exercise price 0.07expiring 31 December 2016Options at exercise price 0.055expiring 18/1/2018No changePart 2 - Pro rata issue11Is securityrequired?holderapproval12Is the issue renounceable or nonrenounceable?13Ratio in which the securities willbe offered14 Class15 Record16Will holdings on differentregisters (or subregisters) beaggregatedforcalculatingentitlements?17Policy for deciding entitlements inrelation to fractions18Names of countries in which theentity has security holders whowill not be sent new offerdocumentsof securities to which theoffer relatesdateentitlementstodetermineNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.19Closing date for receiptacceptances or renunciationsof See chapter 19 for defined terms.Appendix 3B Page 404/03/2013
Appendix 3BNew issue announcement20Names of any underwriters21Amount of any underwriting feeor commission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue24Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders25If the issue is contingent onsecurity holders’ approval, thedate of the meeting26Date entitlement and acceptanceform and offer documents will besent to persons entitled27If the entity has issued options,and the terms entitle optionholders to participate on exercise,the date on which notices will besent to option holders28Date rights trading will begin (ifapplicable)29Date rights trading will end (ifapplicable)30How do security holders sell theirentitlements in full through abroker?31How do security holders sell partof their entitlements through abroker and accept for the balance? See chapter 19 for defined terms.04/03/2013Appendix 3B Page 5
Appendix 3BNew issue announcement32How do security holders disposeof their entitlements (except bysale through a broker)?33 IssuedatePart 3 - Quotation of securitiesYou need only complete this section if you are applying for quotation of securities34Type of securities(tick one)(a) Securities(b)All other securitiesdescribed in Part 1Example: 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 convertiblesecuritiesEntities that have ticked box 34(a)Additional securities forming a new class of securitiesTick to indicate you are providing the information ordocuments35If the securities are equity securities, the names of the 20 largest holders of theadditional securities, and the number and percentage of additional securities heldby those holders36If the securities are equity securities, a distribution schedule of the additional securities setting out the number of holders in the categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over37A copy of any trust deed for the additional securities See chapter 19 for defined terms.Appendix 3B Page 604/03/2013
Appendix 3BNew issue announcementEntities that have ticked box 34(b)38Number of securities for which quotation is sought39 Class40Do the securities rank equally inall respects from the issue datewith an existing class of quoted securities?of securities for whichquotation is soughtIf the additional securities do notrank equally, please state: the date from which they do the extent to which theyparticipate for the nextdividend, (in the case of a trust,distribution)orinterestpayment the extent to which they do notrank equally, other than inrelation to the next dividend,distributionorinterestpayment41Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(if issued upon conversion ofanother security, clearly identifythat other security)Number42 class of Class securitiesNumber andallquoted on ASX (including the securities in clause 38) See chapter 19 for defined terms.04/03/2013Appendix 3B Page 7
Appendix 3BNew issue announcementQuotation agreement1 Quotationof our additional securities is in ASX’s absolute discretion. ASXmay quote the securities on any conditions it decides.2We warrant the following to ASX. The issue of the securities to be quoted complies with the law and isnot for an illegal purpose. There is no reason why those quotation. An offer of the securities for sale within 12 months after their issue willnot require disclosure under section 707(3) or section 1012C(6) of theCorporations Act. securitiesshould not be grantedNote: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be ableto give this warranty Section 724 or section 1016E of the Corporations Act does not apply toany applications received by us in relation to any securities to be quotedand that no-one has any right to return any securities to be quotedunder sections 737, 738 or 1016F of the Corporations Act at the timethat 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 atthe time that we request that the securities be quoted.3We will indemnify ASX to the fullest extent permitted by law in respect of anyclaim, action or expense arising from or connected with any breach of thewarranties in this agreement.4We give ASX the information and documents required by this form. If anyinformation 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 theinformation and documents. We warrant that they are (will be) true andcomplete.Sign here:(Director/Company Secretary)Print name:Eric Kam.Date:18 October 2016 See chapter 19 for defined terms.Appendix 3B Page 804/03/2013
Appendix 3BNew issue announcementAppendix 3B – Annexure 1Calculation of placement capacity under rule 7.1 and rule 7.1Afor eligible entitiesIntroduced 01/08/12 Amended 04/03/13Part 1Rule 7.1 – Issues exceeding 15% of capitalStep 1: Calculate “A”, the base figure from which the placementcapacity is calculatedInsert number of fully paid ordinarysecurities on issue 12 months before the issue date or date of agreement to issue205,012,842Add the following: Number of fully paid ordinarysecurities issued in that 12 monthperiod under an exception in rule 7.2Number of fully paid ordinarysecurities issued in that 12 monthperiod with shareholder approval50,000,000 shares(22/3/16)60,000,000 shares(16/8/16)38,251,926 shares(EGM 11/10/16)Number of partly paid ordinarysecurities that became fully paid in that12 month periodNote: Include only ordinary securities here –other classes of equity securitiescannot be added Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed It may be useful to set out issues ofsecurities on different dates asseparate line itemsSubtract the number of fully paid ordinary securities cancelled during that12 month periodNil“A”353,264,768 See chapter 19 for defined terms.04/03/2013Appendix 3B Page 9
Appendix 3BNew issue announcementStep 2: Calculate 15% of “A”“B”0.15[Note: this value cannot be changed]Multiply “A” by 0.1552,989,715Step 3: Calculate “C”, the amount of placement capacity under rule7.1 that has already been usedInsert number of equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued: Under an exception in rule 7.2 Under rule 7.1A With security holder approval underrule 7.1 or rule 7.41,238,095 shares619,048 optionsNote: This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed It may be useful to set out issues ofsecurities on different dates asseparate line items“C”1,857,143Step 4: Subtract “C” from [“A” x “B”] to calculate remainingplacement capacity under rule 7.1“A” x 0.1552,989,715Note: number must be same as shown inStep 2Subtract “C”1,857,143Note: number must be same as shown inStep 3Total [“A” x 0.15] – “C”51,132,572[Note: this is the remaining placementcapacity under rule 7.1] See chapter 19 for defined terms.Appendix 3B Page 1004/03/2013
Appendix 3BNew issue announcementPart 2Rule 7.1A – Additional placement capacity for eligible entitiesStep 1: Calculate “A”, the base figure from which the placementcapacity is calculated“A”-Note: number must be same as shown inStep 1 of Part 1Step 2: Calculate 10% of “A”“D”0.10Note: this value cannot be changedMultiply “A” by 0.10-Step 3: Calculate “E”, the amount of placement capacity under rule7.1A that has already been usedInsert number of equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A-Notes: This applies to equity securities – notjust ordinary securities Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained It may be useful to set out issues ofsecurities on different dates asseparate line items“E”- See chapter 19 for defined terms.04/03/2013Appendix 3B Page 11
Appendix 3BNew issue announcementStep 4: Subtract “E” from [“A” x “D”] to calculate remainingplacement capacity under rule 7.1A“A” x 0.10-Note: number must be same as shown inStep 2Subtract “E”-Note: number must be same as shown inStep 3Total [“A” x 0.10] – “E”Note: this is the remaining placementcapacity under rule 7.1A See chapter 19 for defined terms.Appendix 3B Page 1204/03/2013
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