21st Jan 2016 15:15
21 January 2016
Nyota Minerals Limited ("Nyota" or the "Company")
PLACEMENT COMPLETED AND TVR
The Directors of Nyota Minerals Limited ('Nyota' or the 'Company') announce that the Company has completed a placing (subject to admission on AIM) of 375,000,000 new ordinary shares (the "Placing Shares") to various institutional investor clients of Smaller Company Capital Ltd (the "Placing") at an issue price of £0.0005 (0.05 pence) to raise £187,500 (approximately A$387,400) before expenses. Smaller Company Capital Ltd acted as sole broker to the Placing.
Nyota intends to use the net proceeds of the Placing for general working capital purposes, to advance the Company's current exploration activities and to consider new project acquisitions.
An Appendix 3B in relation to the above is attached.
Richard Chase, CEO, commented: 'The Board is currently reviewing a range of options for the next stage in the development of the Company's business. Given current poor market sentiment towards publicly traded junior exploration companies and the availability and valuation of exploration projects that are appropriate for the AIM and ASX markets, the Board is considering acquisition opportunities in complementary sectors or in new sectors such as the Fin-Tech and Tech sectors that could potentially offer superior shareholder value.'
The Placing
The Placing Shares will, when issued, rank pari passu in all respects with the existing ordinary shares in Nyota. The Placing Shares will represent approximately 20% of Nyota's issued share capital as enlarged by the issue of the Placing Shares. Following the Placing, the number of ordinary shares on issue with voting rights will be 1,877,603,672.
Application will be made for the Placing Shares to be admitted to trading on AIM with admission expected to take place on or around 27 January 2016.
The Placing has only been made in the UK to persons falling within article 19 and article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ('FSMA') and who are also qualified investors for the purposes of section 86 of FSMA. The offer of the Placing Shares has not been made to the public for the purposes of the Prospectus Rules in the United Kingdom or any other applicable legislation. This announcement does not constitute an offer, or the solicitation of an offer, to subscribe for or buy any of the Placing Shares.
Smaller Company Capital Ltd will receive commissions from Nyota in respect of the Placing.
Section 708 Notice
The Company issues this notice pursuant to Section 708A(5)(e) of the Corporations Act in relation to the 375,000,000 Nyota Shares issued.
The Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act, in reliance on Section 708(8) of the Corporations Act. The Company, as at the date of this notice, has complied with:
(a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
(b) Section 674 of the Corporations Act.
As at the date of this notice, there is no excluded information for the purposes of Sections 708A(7) and (8) of the Corporations Act in relation to the Company.
Total Voting Rights
Following the issue of the 375,000,000 new Ordinary Shares, the total number of Ordinary Shares in issue with voting rights will be 1,877,603,672. This figure may be used by shareholders in the Company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change of interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
For further information please visit www.nyotaminerals.com or contact:
Richard Chase | Nyota Minerals Limited Chief Executive Officer | +61 (0) 8 9324 2955 |
Michael Cornish Roland Cornish | Beaumont Cornish Limited Nominated Advisor and Joint Broker | +44 (0) 207 628 3396 |
Rupert Williams Jeremy Woodgate | Smaller Company Capital Ltd Joint Broker | +44 (0) 20 3651 2912 |
Susie Geliher/ Elisabeth Cowell | Financial PR St Brides Partners Ltd | +44 (0) 20 7236 1177 |
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
Forward-Looking Statements
This press release contains forward-looking statements in relation to the Company and its subsidiaries (the "Group"), including, but not limited to, the Group's proposed strategy, plans and objectives, future commercial production, sales and financial results, development, construction and production targets and timetables, mining costs and economic viability and profitability. Such statements are generally identifiable by the terminology used, such as "may", "will", "could", "should", "would", "anticipate'', "believe'', "intend", "expect", "plan", "estimate", "budget'', "outlook'' or other similar wording. By its very nature, such forward-looking information requires the Company to make assumptions that may not materialise or that may not be accurate. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Group that could cause the actual performance or achievements of the Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Furthermore, the forward-looking information contained in the press release is made as of the date of the press release and accordingly, you should not rely on any forward-looking statements and the Group accepts no obligation to disseminate any updates or revisions to such forward-looking statements. The forward-looking information contained in this press release is expressly qualified by this cautionary statement.
** ENDS **
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
Name of entity |
Nyota Minerals Limited |
ABN |
98 060 938 552 |
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
| 375,000,000
|
| ||
| |||||
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) | Ordinary shares
|
| ||
| |||||
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 | Yes
|
| ||
| |||||
5 | Issue price or consideration
| GBP0.0005 (AUD0.001)
|
| ||
6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
| Working capital, ongoing exploration and pursuing acquisition opportunities
| |||
| |||||
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 | 30 November 2015 | |||
| |||||
6c | Number of +securities issued without security holder approval under rule 7.1 | 224,739,633 | |||
| |||||
6d | Number of +securities issued with security holder approval under rule 7.1A | 150,260,367 | |||
| |||||
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. | Yes 21 January 2016 15 day VWAP = $0.001 Tradingroom.com.au
| |||
| |||||
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 | LR7.1 - 23,189,973 LR 7.1A - 15,026,037 | |||
| |||||
7 | Dates of entering +securities into uncertificated holdings or despatch of certificates
| 21/1/16
| |||
Number | +Class | ||||
8 | Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)
| 1,877,603,672
| fully paid ordinary shares
| ||
| Number | +Class | |
9 | Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)
| 27,272,727
| GBP0.002 Options expiring 1/3/2017 |
10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | None at this point | |
Part 2 ‑ Bonus issue or pro rata issue
11 | Is security holder approval required?
| |
12 | Is the issue renounceable or non-renounceable? | |
13 | Ratio in which the +securities will be offered | |
14 | +Class of +securities to which the offer relates | |
15 | +Record date to determine entitlements | |
16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? | |
17 | Policy for deciding entitlements in relation to fractions
| |
18 | Names of countries in which the entity has +security holders who will not be sent new issue 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 prospectus or Product Disclosure Statement 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 balance? | |
32 | How do +security holders dispose of their entitlements (except by sale through a broker)? | |
33 | +Despatch 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) | X | Securities described in Part 1 - shares only |
(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 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 | |||
42 | 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.
· 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: 21 January 2016
Company Secretary
Print name: Michael Langoulant
== == == == ==
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 | 882,149,127 |
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 |
620,454,545 150,260,367 |
Subtract the number of fully paid ordinary securities cancelled during that 12 month period | |
"A" | 1,652,864,039 |
Step 2: Calculate 15% of "A" | |
"B" | 0.15 [Note: this value cannot be changed] |
Multiply "A" by 0.15 | 247,929,606 |
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 | 224,739,633
|
"C" | 224,739,633 |
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 | 247,929,606 |
Subtract "C" Note: number must be same as shown in Step 3 | 224,739,633 |
Total ["A" x 0.15] - "C" | 23,189,973 |
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 | 1,652,864,039 |
Step 2: Calculate 10% of "A" | |
"D" | 0.10 Note: this value cannot be changed |
Multiply "A" by 0.10 | 165,286,044 |
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 | 150,260,367
|
"E" | 150,260,367 |
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 | 165,286,404 |
Subtract "E" Note: number must be same as shown in Step 3 | 150,260,367 |
Total ["A" x 0.10] - "E" | 15,026,037 Note: this is the remaining placement capacity under rule 7.1A |
Related Shares:
Nyota Minerals