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FIRESTONE ENERGY LIMITED - Issue of Convertible Notes and Options Appendix 3B

Release Date: 05/02/2013 08:25
Code(s): FSE     PDF:  
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Issue of Convertible Notes and Options Appendix 3B

 
FIRESTONE ENERGY LIMITED
(Incorporated in Australia)
(Registration number ABN 058 436 794)
Share code on the JSE Limited: FSE  
Share code on the ASX: FSE
ISIN: AU000000FSE6
(SA company registration number 2008/023973/10)
("FSE" or "the Company")






                                                                                                     Appendix 3B
                                                                                          New issue announcement


                                                                                                  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
                                           Firestone Energy Limited (FSE)

ABN
                71 058 436 794


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).

          +Class of +securities issued or to
 1                                                          Unlisted 2015 Options
          be issued                                         Secured Convertible Notes


 2        Number of +securities issued or                   Unlisted 2015 Options
          to be issued (if known) or                        300 million
          maximum number which may
          be issued
                                                            Secured Convertible Notes
                                                            27.145 million

 3        Principal     terms      of  the                  Unlisted 2015 Options
          +securities   (eg, if options,                     • exercise price of 2.5 cents per option
          exercise price and expiry date; if                 • expiry date of 31 January 2015.
          partly paid +securities, the
          amount outstanding and due
          dates     for      payment;     if                Secured Convertible Notes
          +convertible     securities, the                   • conversion price of 2.5 cents per share
          conversion price and dates for                     • maturity date of 31 January 2017
          conversion)                                        • face value $1.00/note
                                                             • interest rate - 8% p.a.

+ See chapter 19 for defined terms.


 4      Do the +securities rank equally      On the exercise of the 2015 Options and
        in all respects from the date of     conversion of the secured convertible notes
        allotment with an existing +class    into shares, the securities will rank equally
        of quoted +securities?
                                             with ordinary shares on issue.
        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          • 2015 Options exercisable at $0.025 per
                                                option.
                                              • Secured Convertible notes convert at
                                                $0.025 per share (subject to adjustments
                                                for capital reorganisations etc).

 6      Purpose of the issue                 The 2015 options and secured convertible
        (If issued as consideration for      notes are issued in accordance with the
        the acquisition of assets, clearly   Restated Investment Agreement between
        identify those assets)
                                             FSE, Ariona Company SA, BBY Nominees
                                             Pty Ltd and Jaguar Funds Management Pty
                                             Ptd and as approved by shareholders at a
                                             general meeting of FSE held on 5 October
                                             2012.


 6a     Is the entity an +eligible entity    Yes
        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

 6b     The date the security holder         28 November 2012
        resolution under rule 7.1A was
        passed

 6c     Number of +securities issued         N/A
        without security holder approval
        under rule 7.1

+ See chapter 19 for defined terms.


 6d     Number of +securities issued         N/A
        with security holder approval
        under rule 7.1A

 6e     Number of +securities issued             •   300 million 2015 Options
        with security holder approval            •   27.145 million secured convertible
        under rule 7.3, or another                   notes
        specific security holder approval
        (specify date of meeting)
                                             5 October 2012

 6f     Number of securities issued          N/A
        under an exception in rule 7.2

 6g     If securities issued under rule      N/A
        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.

 6h     If securities were issued under      N/A
        rule    7.1A     for    non-cash
        consideration, state date on
        which         valuation       of
        consideration was released to
        ASX Market Announcements

 6i     Calculate the entity’s remaining     778,469,660
        issue capacity under rule 7.1 and
        rule 7.1A – complete Annexure 1
        and release to ASX Market
        Announcements

 7      Dates of entering +securities
        into uncertificated holdings or      5 February 2013
        despatch of certificates




                                             Number                +Class

 8      Number and          +class
                                 of all      3,113,878,641         Ordinary    fully   paid
        +securities    quoted on ASX                               shares
        (including the securities in
        section 2 if applicable)
                                             48,395,000            FSEO: Options
                                                                   exercisable at $0.04 per
                                                                   share and expiring on 31
                                                                   May 2014.



+ See chapter 19 for defined terms.


                                                   Number              +Class

 9      Number and          +class
                                 of all                                Unlisted Options
        +securities not quoted on ASX

        (including the securities in               110,000,000 FSEAM   Exercise price 6 cents
        section 2 if applicable)                                       Expires 31 May 2013

                                                   96,904,767 FSEAO    Exercise price 6 cents
                                                                       Expires 30 Jun 2013

                                                   25,875,000 FSEAI    Exercise price 6 cents
                                                                       Expires 30 Jun 2014

                                                   40,000,000          Exercise price 2.5 cents
                                                                       Expires 19 Sept 2014

                                                                       2015 Options
                                                   300,000,000         Exercise price 2.5 cents
                                                                       Expires 31 Jan 2015

                                                                       Unlisted Secured
                                                                       Convertible Notes

                                                                       Conversion price
                                                   27,145,000          $0.025 per share
                                                                       Maturity date
                                                                       31 January 2017



 10     Dividend policy (in the case of a          N/A
        trust, distribution policy) on the
        increased capital (interests)



Part 2 - Bonus issue or pro rata issue
 11     Is security       holder      approval     N/A
        required?


 12     Is the issue renounceable or non-          N/A
        renounceable?

                                     +securities
 13     Ratio in which the                         N/A
        will be offered

        +Class  of +securities to which the
 14                                                N/A
        offer relates

 15     +Record   date       to      determine
        entitlements                               N/A




+ See chapter 19 for defined terms.



 16     Will holdings on different                      N/A
        registers (or subregisters) be
        aggregated    for   calculating
        entitlements?

 17     Policy for deciding entitlements                N/A
        in relation to fractions


 18     Names of countries in which the                 N/A
        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    N/A
        acceptances or renunciations


+ See chapter 19 for defined terms.



 20     Names of any underwriters            N/A



 21     Amount of any underwriting fee       N/A
        or commission

 22     Names of any brokers to the          N/A
        issue


 23     Fee or commission payable to the     N/A
        broker to the issue

 24     Amount of any handling fee           N/A
        payable to brokers who lodge
        acceptances or renunciations on
        behalf of +security holders

 25     If the issue is contingent on        N/A
        +security holders’ approval, the

        date of the meeting

 26     Date entitlement and acceptance      N/A
        form and prospectus or Product
        Disclosure Statement will be sent
        to persons entitled

 27     If the entity has issued options,    N/A
        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   N/A
        applicable)

 29     Date rights trading will end (if     N/A
        applicable)


 30     How do +security holders sell        N/A
        their entitlements in full through
        a broker?

 31     How do +security holders sell        N/A
        part of their entitlements
        through a broker and accept for
        the balance?


+ See chapter 19 for defined terms.


 32      How do +security holders dispose                N/A
         of their entitlements (except by
         sale through a broker)?

         +Despatch
 33                   date                               N/A




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




+ See chapter 19 for defined terms.



Entities that have ticked box 34(b)

 38     Number of securities for which                       N/A
        +quotation is sought




 39     Class of +securities for which                       N/A
        quotation is sought


 40     Do the +securities rank equally in                   N/A
        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                     N/A
        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 N/A
        +securities   quoted on ASX
        (including the securities in clause
        38)




+ See chapter 19 for defined terms.


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.


                                                                            Date: 05/Feb/2013
Signhere:                                                             ............................................................

                 (Company secretary)


Print name:            Jerry Monzu


+ See chapter 19 for defined terms.



                                  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                                                                             2,793,339,361
securities on issue 12 months before date
of issue or agreement to issue

Add the following:                                Issues under an exception to rule 7.2


•   Number of fully paid ordinary securities      Nil
    issued in that 12 month period under an
    exception in rule 7.2
                                                  Issues with Shareholder Approval
•   Number of fully paid ordinary securities
    issued in that 12 month period with           3 Aug 2011 Issue to S708(A) investor                             15,000,000
    shareholder approval

•   Number of partly paid ordinary securities     8 Sept 2011 Issue to S708(A) investor                           150,336,423
    that became fully paid in that 12 month
    period                                        22 Feb 2012 Issue to S708(A) in lieu of interest payable        155,202,857


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                                                                           Nil
securities cancelled during that 12 month
period

“A”                                                                                                             3,113,878,641




            + See chapter 19 for defined terms.


Step 2: Calculate 15% of “A”

“B”                                          0.15

                                             [Note: this value cannot be changed]

Multiply “A” by 0.15                                                                                        467,081,796


Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has
already been used

Insert number of equity securities           Issues with No Shareholder Approval
issued or agreed to be issued in that        Nil
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
“C”                                                                                                                  Nil


Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity
under rule 7.1

“A” x 0.15                                                                                                  467,081,796


Note: number must be same as shown
in Step 2

Subtract “C”                                                                                                         Nil


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]

                                                                                                            467,081,796




             + See chapter 19 for defined terms.

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”                                                                                      3,113,878,641


 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                                                                 311,387,864



 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that
 has already been used

 Insert number of equity securities                                                                 Nil
 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
 “E”                                                                                                Nil




+ See chapter 19 for defined terms.



 Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
 placement capacity under rule 7.1A

 “A” x 0.10                                                              311,387,864

 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



                                                                         311,387,864


Date: 05/02/2013 08:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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