EUROPA METALS LIMITED - Completion of Placing and Appendix 3B

Release Date: 10/08/2018 08:00
Code(s): EUZ
 
Wrap Text
Completion of Placing and Appendix 3B

Europa Metals Ltd
(Formerly Ferrum Crescent Limited)
(Incorporated and registered in Australia
and registered as an external company in
the Republic of South Africa)
(Registration number 4459850)
(External company registration number 2011/116305/10)
Share code on the ASX: EUZ
Share code on AIM: EUZ
Share code on the JSE: EUZ
ISIN: AU0000014342
("the Company")


Completion of Placing and Appendix 3B

Europa Metals, the European lead-zinc explorer, is pleased to announce that further to the conditional
fundraising announced on 27 July 2018, it has today issued 727,118,650 fully paid new ordinary shares of no
par value each in the capital of the Company at an issue price of 0.0775 pence per share to raise
approximately £563,516 (approximately A$0.98m) before expenses. Accordingly, the fundraising has now
been completed.

Placing Shares and Corporations Act Confirmations
The equity fundraising comprised a placing arranged by the Company’s joint broker, Turner Pope
Investments (TPI) Limited, as agent of the Company, to raise, in aggregate, approximately £563,516
(approximately A$0.98m) before expenses, through the issue of, in aggregate, 727,118,650 new ordinary
shares of no par value each in the capital of the Company (the “Placing Shares”) at an issue price of 0.0775
pence per share (the “Placing”). The Placing Shares were issued to certain new and existing investors
utilising the remainder of the Company’s existing placement capacity under ASX Listing Rule 7.1.

The net proceeds from the Placing will be utilised towards funding a planned phase 2 work programme at the
Company’s wholly owned Toral lead-zinc-silver project, located in the Province of Le?n, northern Spain, as
well as providing additional general working capital for the Group.

The Company hereby notifies ASX under section 708A(5)(e) of the Corporations Act (the “Act”) in
compliance with the requirements of section 708A(6) of the Act. The Company also advises that as at the
date of this announcement:
1. the Placing Shares were issued without disclosure to investors under Part 6D.2 of the Act;
2. the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;
3. the Company has complied with section 674 of the Act; and
4. as at the date of this announcement, there is no information:
   a. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules;
      or
   b. that investors and their professional advisers would reasonably require for the purpose of making an
      informed assessment of:
      i. the assets and liabilities, financial position and performance, profits and losses and prospects of
         the Company; or
      ii. the rights and liabilities attaching to the shares.

An Appendix 3B pursuant to the ASX Listing Rules, with respect to the issue of the Placing Shares, can be
found below
                                                                                   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, 04/03/13




Name of entity
Europa Metals Ltd (the Company)



ABN
58 097 532 137



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
         be issued




 2       Number of +securities issued or               727,118,650 shares issued pursuant to a
         to be issued (if known) or                    placement via Turner Pope Investments (TPI)
         maximum number which may be
         issued                                        Limited (Placing Shares)
3   Principal terms of the +securities     Fully Paid Ordinary Shares
    (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)


4   Do the +securities rank equally        The Placing Shares rank equally in all respects
    in all respects from the +issue        with the existing ordinary fully paid shares on
    date with an existing +class of
                                           issue.
    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


5   Issue price or consideration           GBP 0.000775 per share




6   Purpose of the issue                   The funds raised from the issue of the Placing
    (If issued as consideration for        Shares will be utilised towards funding a
    the acquisition of assets, clearly
    identify those assets)                 planned phase 2 exploration work programme
                                           at the Company's Toral lead-zinc-silver project
                                           in northern Spain as well providing additional
                                           general working capital.
6a   Is the entity an +eligible entity    No
     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         N/A
     resolution under rule 7.1A was
     passed


6c   Number of +securities issued         727,118,650
     without security holder approval
     under rule 7.1


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


6e   Number of +securities issued         N/A
     with security holder approval
     under rule 7.3, or another
     specific security holder approval
     (specify date of meeting)




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                 Refer to Annexure 1
     issue capacity under rule 7.1 and
     rule 7.1A – complete Annexure 1
     and release to ASX Market
     Announcements


7    +Issue dates                                     10 August 2018
     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.




                                                      Number                +Class



8    Number and +class of all                         5,574,576,317         Ordinary shares
     +securities    quoted on ASX
     (including the +securities in
     section 2 if applicable)




                                                      Number                +Class
 9      Number and +class of all              2,300,000                Ordinary shares
        +securities not quoted on ASX
                                                                       issued under the
        (including the +securities in
        section 2 if applicable)                                       terms of the Europa
                                                                       Metals Share Plan



                                                                       GBP0.00075 options
                                                                       expiring 22 November
                                              185,249,929              2020



                                                                       GBP0.00075 options
                                                                       expiring 22 November
                                                                       2020
                                              50,000,000

                                                                       GBP0.00075 options
                                                                       expiring 22 May 2020



                                              66,666,666               GBP0.000575 options
                                                                       expiring 22 May 2023



                                                                       GBP0.00075 options
                                              337,500,000              expiring 22 May 2021




                                              10,000,000



 10     Dividend policy (in the case of a     There is currently no dividend policy in place
        trust, distribution policy) on the    for the Company.
        increased capital (interests)



Part 2 - Pro rata issue


 11    Is security        holder   approval   N/A
       required?
12   Is the issue renounceable or non-               N/A
     renounceable?



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



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



15   +Record   date               to   determine     N/A
     entitlements




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 offer
     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

20   Names of any underwriters                       N/A




21   Amount of any underwriting fee                  N/A
     or commission



22   Names of any brokers to the issue               N/A
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 offer documents 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 their    N/A
     entitlements in full through a
     broker?


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


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




Sign here:

Date: 10 August 2018

Company secretary

Print name:         Daniel Smith




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            2,467,699,055
 securities on issue 12 months before the
+issue   date or date of agreement to issue

Add the following:                              214,782,526 (14 September 2017)
•   Number of fully paid +ordinary              370,499,858 (9 November 2017)
    securities issued in that 12 month
                                                1,794,476,228 (22 May 2018)
    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               0
+ordinary securities cancelled during that

12 month period

“A”                                             4,847,457,667
Step 2: Calculate 15% of “A”

“B”                                             0.15



Multiply “A” by 0.15                            727,118,650

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
                                                727,118,650
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”                                             727,118,650

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

“A” x 0.15                                      727,118,650
Note: number must be same as shown in
Step 2

Subtract “C”                                    727,118,650
Note: number must be same as shown in
Step 3

Total [“A” x 0.15] – “C”                        Nil
For further information on the Company, please visit www.europametals.com or contact:

Europa Metals Ltd
Dan Smith, Non-Executive Director and Company Secretary (Australia)
T: +61 417 978 955
Laurence Read, Executive Director (UK)
T: +44 (0)20 3289 9923

Strand Hanson Limited (Nominated Adviser)
Rory Murphy/Matthew Chandler
T: +44 (0)20 7409 3494

Turner Pope Investments (TPI) Limited (Joint Broker)
Andy Thacker
T: +44 (0)20 3621 4120

Peterhouse Corporate Finance Limited (Joint Broker)
Lucy Williams/Duncan Vasey/Heena Karani
T: +44 (0)20 7469 0930

Sasfin Capital Proprietary Limited (a member of the Sasfin group) (JSE Sponsor)
Sharon Owens
T (direct): +27 11 809 7762

Perth
10 August 2018

The information contained within this announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulation (EU) No. 596/2014.

Date: 10/08/2018 08:00:00 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.

Email this JSE Sens Item to a Friend.

Share This Story