s708A Notice & Appendix 3B
Released
Released
Announcement PDF
Parkway Minerals NL
ASX
ACN 147 346 334
Announcement
PO Box 1088
West Perth WA 6872
Australia
31 December 2019
ASX:
FSE:
Level 1, 675 Murray Street
West Perth WA 6005
T +61 8 9479 5386
parkwayminerals.com.au
PWN
4IP
NOTICE UNDER SECTION 708A
Notice under s708A
The Company has today issued 194,666,666 fully paid ordinary shares. The ordinary fully paid
shares are part of a class of securities quoted on the Australian Securities Exchange Limited
(ASX).
The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act 2001.
The shares were issued without disclosure to the investors under Part 6D.2, in reliance on
Section 708A(5) of the Corporations Act 2001. The Company, as at the date of this notice, has
complied with:
a)
the provisions of Chapter 2M of the Corporations Act 2001; and
b)
Section 674 of the Corporations Act 2001.
There is no excluded information as at the date of this notice, for the purposes of Sections
708A(7) and (8) of the Corporations Act 2001.
For further information contact:
Bahay Ozcakmak
Managing Director
T: +61 (0) 8 9479 5386
M: +61 (0) 414 596 007
E: bahay@parkwayminerals.com.au
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.
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96
04/03/13
Origin: Appendix 5
Information and
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
Parkway Minerals NL
ABN
62 147 346 334
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
(1) Fully paid ordinary shares
issued
2
Number of +securities issued or to
be issued (if known) or maximum
number which may be issued
(1) 194,666,666 Fully paid ordinary shares
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)
(1) Fully paid ordinary shares
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
4
Do the +securities rank equally in
all respects from the +issue date
with an existing +class of quoted
+securities?
(1) Yes
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
(1) $0.006 per share (total $1,168,000)
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly
identify those assets)
Project development activities on the following
projects: Dandaragan Trough; New Mexico
lithium; Karinga Lakes joint venture, as detailed
in the Notice of Annual General Meeting dated
25 October 2019 and to fund a range of priority
activities relating to the commercialisation of
the aMES™ technology, including the
preparation of pre-feasibility study for the
Karinga Lakes project as announced on 25
November 2019.
6a
Is the entity an +eligible entity that
has obtained security holder
approval under rule 7.1A?
Yes
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
resolution under rule 7.1A was
passed
26 November 2019
6c
Number of +securities issued
without security holder approval
under rule 7.1
Nil
+ See chapter 19 for defined terms.
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Appendix 3B Page 2
Appendix 3B
New issue announcement
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)
(1) 194,666,666 Fully paid ordinary shares
6f
Number of +securities issued under
an exception in rule 7.2
Nil
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
Refer to Annexure 1
7
+Issue dates
31 December 2019
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.
8
Number and +class of all +securities
quoted on ASX (including the
+securities
in section 2 if
applicable)
Number
+Class
1,684,348,412
Fully ordinary paid shares
(416,049,348 subject to voluntary
escrow until 17 September 2020)
246,600,643
Partly paid ordinary shares (paid to
$0.001, unpaid $0.019)
(106,958,313 subject to voluntary
escrow until 17 September 2020)
+ See chapter 19 for defined terms.
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Appendix 3B Page 3
Appendix 3B
New issue announcement
9
10
Number and +class of all +securities
Number
55,126,000
not quoted on ASX (including the
+securities
in section 2 if
applicable)
80,250,000
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
+Class
$0.02 Unquoted options
expiring 17 August 2020
$0.02 Unquoted options
expiring 16 December 2022
N/A
Part 2 - Pro rata issue
11
Is security
required?
holder
approval
N/A
12
Is the issue renounceable or nonrenounceable?
N/A
13
Ratio in which the +securities will be
offered
N/A
14
+Class of +securities to
which the
N/A
offer relates
15
+Record
determine
N/A
16
Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
N/A
17
Policy for deciding entitlements in
relation to fractions
N/A
18
Names of countries in which the
entity has security holders who will
not be sent new offer documents
N/A
date
entitlements
to
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing date for receipt
acceptances or renunciations
20
Names of any underwriters
of
N/A
N/A
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
21
Amount of any underwriting fee or
commission
N/A
22
Names of any brokers to the issue
N/A
23
Fee or commission payable to the
broker to the issue
N/A
24
Amount of any handling fee payable
to brokers who lodge acceptances
or renunciations on behalf of
security holders
N/A
25
If the issue is contingent on security
holders’ approval, the date of the
meeting
N/A
26
Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
N/A
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
N/A
28
Date rights trading will begin (if
applicable)
N/A
29
Date rights trading will end (if
applicable)
N/A
30
How do security holders sell their
entitlements in full through a
broker?
N/A
31
How do security holders sell part of
their entitlements through a broker
and accept for the balance?
N/A
32
How do security holders dispose of
their entitlements (except by sale
through a broker)?
N/A
33
+Issue date
N/A
+ See chapter 19 for defined terms.
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Appendix 3B Page 5
Appendix 3B
New issue announcement
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
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
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
42
+Class
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
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
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:
Bahay Ozcakmak
(Director)
Print name:
Bahay Ozcakmak
Date: 31 December 2019
== == == == ==
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
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
594,814,654
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
225,117,886
781,249,205
-
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”
1,601,181,745
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
Step 2: Calculate 15% of “A”
“B”
0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15
240,177,262
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
116,500,000
-
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”
116,500,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
capacity under rule 7.1
“A” x 0.15
240,177,262
Note: number must be same as shown in Step
2
Subtract “C”
116,500,000
Note: number must be same as shown in Step
3
Total [“A” x 0.15] – “C”
123,677,262
[Note: this is the remaining placement
capacity under rule 7.1]
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
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”
1,601,181,745
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
160,118,175
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
“E”
-
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement
capacity under rule 7.1A
“A” x 0.10
160,118,175
Note: number must be same as shown in Step
2
Subtract “E”
-
Note: number must be same as shown in Step
3
Total [“A” x 0.10] – “E”
160,118,175
Note: this is the remaining placement capacity
under rule 7.1A
+ See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 12
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