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CZA - Coal of Africa Limited - Appendix 3B new issue announcement, application
for quotation of additional securities and agreement
Coal of Africa Limited
(previously, "GVM Metals Limited")
(Incorporated and registered in Australia)
(Registration number ABN 008 905 388)
JSE Share code: CZA
ASX Share code: CZA
AIM Share code: CZA
ISIN AU000000CZA6
(`CoAL` or `the Company`)
APPENDIX 3B NEW ISSUE ANNOUNCEMENT, APPLICATION FOR QUOTATION OF ADDITIONAL
SECURITIES AND AGREEMENT
CoAL, today, 04 November 2011, submitted to the Australian Securities Exchange
("ASX") an Appendix 3B "New issue announcement, application for quotation of
additional securities and agreement" in respect of 79,676,037 ordinary shares,
at an issue price of 51 pence (AU 79 cents) per share each pursuant to the Firm
Placing as announced by the Company on Wednesday, 3 November 2011.
QUOTE
NAME OF ENTITY
Coal of Africa Limited
ABN
98 008 905 388
We (the entity) give ASX the following information
PART 1 - ALL ISSUES
1 Class of securities issued or to be issued
Shares
2 Number of securities issued or to be issued (if known) or maximum number
which may be issued
79,676,037 - ("Tranche 1 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 payment; if convertible securities, the conversion price and
dates for conversion)
Fully paid ordinary
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
51 pence (AU 79 cents) per Share
6 Purpose of the issue:
(If issued as consideration for the acquisition of assets, clearly identify
those assets)
Net proceeds raised from the issue of Tranche 1 Shares and 50,323,963
Shares ("Tranche 2 Shares") (this issue of the Tranche 2 Shares is subject
to receipt of shareholder approval) will be used to finance the following:
- the remaining capital expenditure to bring the Vele project into
production and related working capital - c. US$25 million;
- the first tranche cash consideration for the Chapudi Acquisition upon
receipt of regulatory approvals (by no later than 30 April 2012 under
the terms of the Sale and Purchase Agreement (as amended) with the
Sellers) - US$43 million payable on completion of the acquisition in
addition to the deposit of US$2 million that has already been paid to
the Sellers;
- c. US$15 million on targeted exploration activities and a technical
programme at Chapudi and in respect of other Soutpansberg Coalfield
projects in order to advance preparation for New Order Mining Right
applications; and
- c. US$17 million for general working capital/corporate purposes
including c. US$10 million to establish a financial guarantee for the
Transnet Freight Rail account and c. US$5 million in adviser fees for
the preparation of the registration document and Mineral Expert`s
Report published on 31 October 2011.
7 Dates of entering securities into uncertificated holdings or despatch of
certificates
On or about 7 November 2011
8 Number and class of all securities quoted on ASX (including the securities
in clause 2 if applicable)
Number Class
611,960,610 Fully paid ordinary shares
9 Number and class of all securities not quoted on ASX (including the
securities in clause 2 if applicable)
Number Class
250,000 Class B Options exercisable at $2.05 each on or before 1
May 2012
7,000,000 Class D Options exercisable at $1.25 each on or before 30
September 2012
1,000,000 Class G Options exercisable at $1.90 each on or before 30
September 2012
600,000 Class H Options exercisable at $1.25 on or before 1 May
2012
1,650,000 Class I Options exercisable at $3.25 on or before 31 July
2010
5,000,000 Class J Options exercisable at $2.74 on or before 30
November 2014
818,500 Class K Options exercisable at $1.90 on or before 30 June
2014
2,500,000 Class C Options exercisable at $1.20 on or before 9
November 2015
1,441,061 ESOP Options exercisable at $1.40 on or before 30 September
2015
1 Option to subscribe for 50 million ordinary shares for 60
pence each between 1 November 2010 and 1 November 2014, as
approved by shareholders on 22 April 2010
10 Dividend policy (in the case of a trust, distribution policy) on the
increased capital (interests)
Not applicable
PART 2 - BONUS ISSUE OR PRO RATA ISSUE
Questions 11 to 33 - Not Applicable
PART 3 - QUOTATION OF SECURITIES
Type of securities (tick one)
Securities described in Part 1 (Yes)
All other securities (No)
Questions 35 to 42 - Not Applicable
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.
- We warrant that if confirmation is required under section 1017F of the
Corporations Act in relation to the securities to be quoted, it has been
provided 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.
Signed: 4 November 2011
Company Secretary: Shannon Coates
UNQUOTE
Johannesburg
4 November 2011
Sponsor
Macquarie First South Capital (Pty) Ltd
Date: 04/11/2011 09:21:01 Supplied by www.sharenet.co.za
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