Appendix 3B & Cleansing Notice
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
WESTGOLD RESOURCES LIMITED
ABN
60 009 260 306
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 (Shares).
2
Number of +securities issued or
to be issued (if known) or
maximum number which may be
issued
4,000,000 Shares.
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
+convertible
payment;
if
securities, the conversion price
and dates for conversion)
Fully paid ordinary shares.
be issued
+ See chapter 19 for defined terms.
01/08/2012
Appendix 3B Page 1
4
Do the +securities rank equally
in all respects from the date of
allotment 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
Part consideration for the purchase of Polar
Metals Pty Ltd from S2 Resources Limited as
announced on 13 February 2016.
6
Purpose of the issue
Part consideration for the purchase of Polar
(If issued as consideration for Metals Pty Ltd from S2 Resources Limited as
the acquisition of assets, clearly announced on 13 February 2016.
identify those assets)
6a
Is the entity an +eligible entity
that has obtained security holder
approval under rule 7.1A?
No.
If Yes, complete sections 6b – 6h
in relation to the +securities the
subject of this Appendix 3B, and
comply with section 6i
6b
The date the security holder
resolution under rule 7.1A was
passed
N/A.
6c
Number of +securities issued
without security holder approval
under rule 7.1
4,000,000 Shares.
6d
Number of +securities issued
with security holder approval
under rule 7.1A
N/A.
6e
Number of +securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
N/A.
6f
Number of securities issued
under an exception in rule 7.2
N/A.
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
7.1 – 8,461,897
7
Dates of entering +securities into
uncertificated
holdings
or
despatch of certificates
23 February 2018.
8
9
10
+class
Number and
of all
+securities
quoted on ASX
(including the securities in
section 2 if applicable)
+class
Number and
of all
+securities not quoted on ASX
(including the securities in
section 2 if applicable)
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number
363,079,314
+Class
Fully paid ordinary
shares.
61,831,139
Options exercisable at
$2.00 on or before 30
June 2019.
Number
+Class
9,700,000
Unlisted employee
options (exercise
price $2.02, expiry
date 11 January
2020).
5,300,000
Unlisted employee
options (exercise
price $2.31, expiry
date 24 November
2020).
There has been no change to Westgold
Resources Limited’s dividend policy.
+ See chapter 19 for defined terms.
01/08/2012
Appendix 3B Page 3
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
N/A.
39
Class of +securities for which
quotation is sought
N/A.
40
Do the +securities rank equally in
all respects from the date of
allotment with an existing +class
of quoted +securities?
N/A.
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
N/A.
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
Number and +class of all
+securities
quoted on ASX
(including the securities in clause
38)
+Class
N/A.
+ See chapter 19 for defined terms.
01/08/2012
Appendix 3B Page 5
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 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:
Print name:
......................................................... Date: 23 February 2018
Company Secretary
David Okeby
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
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
304,671,487
18,407,827
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”
323,079,314
Step 2: Calculate 15% of “A”
“B”
0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15
48,461,897
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
40,000,000
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”
40,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
48,461,897
Note: number must be same as shown in
Step 2
Subtract “C”
40,000,000
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C”
8,461,897
Westgold Resources Limited
Level 6, 197 St Georges Tce
Perth WA 6000
PO Box 7068
Cloisters Square WA 6850
ABN 60 009 260 306
T: +61 8 9462 3400
F: +61 8 9462 3499
E: perth.reception@westgold.com.au
W: www.westgold.com.au
23 February 2018
Company Announcements Office
ASX Limited
Level 40, Central Park
152-158 St Georges Tce
Perth WA 6000
Notice under section 708A of the Corporations Act 2001
Westgold Resources Limited (Issuer) advises that it has allotted 4,000,000 fully paid ordinary shares
to S2 Resources Limited, a sophisticated investor, as part consideration for the purchase of Polar
Metals Pty Ltd as announced on 13 February 2018.
This notice is given under section 708A(5)(e) of the Corporations Act 2001 (Act).
The Issuer advises that:
(a) the Shares were issued without disclosure to investors under Part 6D.2 of the Act and
without a prospectus for the Shares being prepared;
(b) this notice is being given under sections 708A(5)(e) of the Act;
(c) as a disclosing entity, the Issuer is subject to regular reporting and disclosure obligations;
(d) as at the date of this notice, the Issuer has complied with:
(i)
the provisions of Chapter 2M of the Act, as they apply to the Issuer; and
(ii)
section 674 of the Act, as it applies to Issuer; and
(iii)
as at the date of this notice, there is no information that is ‘excluded information’
within the meanings of sections 708A(7) and 708A(8) of the Act.
Yours faithfully
David Okeby
Company Secretary
Westgold Resources Limited
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