To view the PDF file, sign up for a MySharenet subscription.

FIRESTONE ENERGY LIMITED - Appendix 3B - New issue announcement, application for quotation of additional securities and agreement

Release Date: 21/01/2015 09:30
Code(s): FSE     PDF:  
Wrap Text
Appendix 3B - New issue announcement,
application for quotation of additional securities
and agreement

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,
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
FIRESTONE ENERGY LIMITED

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).

1
+Class of +securities issued or to be issued

Convertible Notes

2
Number of +securities issued or to be issued (if known) or maximum number which 
may be issued

475,971,429

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)
Each note converts to one fully paid ordinary share (FPOS) in capital of FSE at 
conversion price of 0.7 cents (A$0.007) at holders election on or before 30/6/2016 
being the maturity date.



4
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
 No
 
 Will rank equally with FSE FPOS if, and when, converted.
 
 5
 Issue price or consideration
 
 Convertible Note loan Tranche 1 of USD 2.7 million (AUD3.3 million) before costs.
 
 6
 Purpose of the issue
 (If issued as consideration for the acquisition of assets, clearly identify those assets)
 
 To advance the Waterberg Coal Project Joint Venture located in the Waterberg 
district of Limpopo Province, South Africa and for other working capital purposes.
 
 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
 28 November 2014
 
 6c
 Number of +securities issued without security holder approval under rule 7.1
 NIL
 
 6d
 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)
 
 475,971,429 Convertible Notes as approved by shareholders at 2014 AGM held on 
28 November 2014.
 
 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
 
 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
 ASX LR 7.1 = 532,454,808
ASX LR 7.1A = 354,969,872
 
 7
 +Issue dates
 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.
 Certificates to be issued 21/1/2015
 
 Number
 +Class
 8
 Number and +class of all +securities quoted on ASX (including the +securities in 
section 2 if applicable)
 
 3,549,698,723
 
 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) 
 300,000,000
 
 
 27,145,000
 Options Ex price 2.5c, expiry 31/1/15
 
 Convertible Notes $1.00 (ea convertible to 40 x FPOS)
 
 
 
 10
 Dividend policy (in the case of a trust, distribution policy) on the increased capital 
(interests)
 
      Part 2 - 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
 Will holdings on different registers (or subregisters) be aggregated for calculating 
entitlements?
 
 15
 Policy for deciding entitlements in relation to fractions
 
 16
 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.
 
 17
 
 18
 
 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 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
+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 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.

Date: 21 January 2015
(Director/Company secretary)

Print name:  .E L Boyd.




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
3,549,698,723
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

Subtract the number of fully paid +ordinary securities cancelled during that 12 
month period

"A"
3,549,698,723

Step 2: Calculate 15% of "A"
"B"
0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15
532,454,808
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
Nil
"C"
Nil
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
532,454,808
Subtract "C"
Note: number must be same as shown in Step 3
Nil
Total ["A" x 0.15] - "C"
532,454,808
[Note: this is the remaining placement capacity under rule 7.1]

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
3,549,698,723
Step 2: Calculate 10% of "A"
"D"
0.10
Note: this value cannot be changed
Multiply "A" by 0.10
354,969,872
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
NIL
"E"
NIL

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
354,969,872
Subtract "E"
Note: number must be same as shown in Step 3
NIL
Total ["A" x 0.10] - "E"
354,969,872
Note: this is the remaining placement capacity under rule 7.1A

Johannesburg
21 January 2015

Sponsor
River Group






Date: 21/01/2015 09:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story