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
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