Appendix 3B
Released
Released
Announcement PDF
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
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
EMU NL
ABN
50 127 291 927
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
Fully paid ordinary shares
be issued
2
Number of +securities issued or
to be issued (if known) or
maximum number which may
be issued
2,500,000
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 (EMU)
+ See chapter 19 for defined terms.
24/5/2019
Appendix 3B Page 1
4
Do the +securities rank equally
in all respects from the +issue
date with an existing +class of
quoted +securities?
Yes
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
5
Issue price or consideration
Second tranche of “Option Fee Shares” issued
as consideration for the grant of the “Project
Option” described in sections 2.2 and 2.3 of
the explanatory statement to Emu’s Notice of
Meeting dated 5 January 2017
6
Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
Refer to Item 5 above – The “Project Option”
is an option to purchase the Vidalita and
Jotahues gold projects in Chile
6a
Is the entity an +eligible entity
that has obtained security
holder approval under rule
7.1A?
Yes
If Yes, complete sections 6b –
6h in relation to the +securities
the subject of this Appendix 3B,
and comply with section 6i
6b
6c
6d
The date the security holder
resolution under rule 7.1A was
passed
30 November 2018
Number of +securities issued
without
security
holder
approval under rule 7.1
2,500,000
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
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
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
6h
6i
7
Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
+Issue dates
Nil
7.1:
20,835,892
7.1A:
15,557,261
24 May 2019
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.
+ See chapter 19 for defined terms.
24/5/2019
Appendix 3B Page 3
Number
8
+class
Number and
of all
+securities
quoted on ASX
(including the +securities in
section 2 if applicable)
158,072,613
33,668,824
40,505,000
Number
9
+class
Number and
of all
+securities not quoted on ASX
(including the +securities in
section 2 if applicable)
6,000,000
+Class
Fully paid ordinary
shares (EMU)**
Partly paid ordinary
shares, $0.03
outstanding per share
(EMUCA)
Options to acquire
fully paid ordinary
shares, exercisable at
$0.20 each, expire
15.1.2021
+Class
Options to acquire
partly paid ordinary
shares, exercisable at
$0.03 each, expiry
28.2.2020
** Includes 7.4m shares which can be bought back by Emu
for nil consideration
10
Dividend policy (in the case of a
trust, distribution policy) on
the increased capital (interests)
N/A
Part 2 - Pro rata issue – NO ISSUES TO BE ADVISED
11
Is security
required?
holder
approval
12
Is the issue renounceable or nonrenounceable?
13
Ratio in which the +securities
will be offered
14
+Class of +securities to which the
offer relates
15
+Record
16
Will holdings on different
registers (or sub registers) be
aggregated
for
calculating
entitlements?
17
Policy for deciding entitlements
in relation to fractions
date
entitlements
to
determine
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
+ See chapter 19 for defined terms.
24/5/2019
Appendix 3B Page 5
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
40
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
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
42
+Class
Number and +class of all
+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.
+ See chapter 19 for defined terms.
24/5/2019
Appendix 3B Page 7
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.
Sign here:
Lodged with approval but without signature
Date:
Print name:
24 May 2019
Damien Kelly
Company Secretary
== == == == ==
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
73,910,387
Add the following:
•
Number of fully paid +ordinary securities
issued in that 12 month period under an
exception in rule 7.2
9,355,000
•
Number of fully paid +ordinary securities
issued in that 12-month period with
shareholder approval
43,937,498
4,317,885
20,000,000
•
Number of partly paid +ordinary
securities that became fully paid in that
12 month period
4,051,843
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
Subtract the number of fully paid +ordinary
securities cancelled during that 12 month
period
“A”
Nil
155,572,613
+ See chapter 19 for defined terms.
24/5/2019
Appendix 3B Page 9
Step 2: Calculate 15% of “A”
“B”
0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15
23,335,892
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
2,500,000
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
“C”
2,500,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
23,335,892
Note: number must be same as shown in
Step 2
Subtract “C”
2,500,000
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C”
[Note: this is the remaining placement
capacity under rule 7.1]
20,835,892
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”
155,572,613
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D”
0.10
Note: this value cannot be changed
Multiply “A” by 0.10
15,557,261
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
Nil
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
“E”
Nil
+ See chapter 19 for defined terms.
24/5/2019
Appendix 3B Page 11
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
15,557,261
Note: number must be same as shown in
Step 2
Subtract “E”
Nil
Note: number must be same as shown in
Step 3
Total [“A” x 0.10] – “E”
Note: this is the remaining placement
capacity under rule 7.1A
15,557,261
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