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GVM
GVGVM
GVM - GVM - Coal Of Africa Limited Consideration Payment
GVM Metals Limited
(previously, "Golden Valley Mines Limited")
(Incorporated and registered in Australia)
(Registration number ACN 008 905 388)
Share code on the JSE Limited: GVM & ISIN: AU000000GVM1
Share code on the Australian Stock Exchange Limited: GVM & ISIN:
AU000000GVM1
("GVM" or `the Company")
(Released on ASX on 13 June 2007)
ANNOUNCEMENT
Further to the announcement made on ASX on 7 June 2007, GVM Metals Limited
(`GVM` or the `Company`) announces that it has placed 11,250,000 new
ordinary shares in GVM, comprising the first share payment of the
consideration for the acquisition of 70% of the shares of coal of Africa
Ltd, together with reimbursement of original due diligence and legal costs
in relation to the proposed acquisition.
Application will be made for 11,250,000 new ordinary shares to be admitted
to trading on AIM ("Shares"). Following the admission of the Shares the
number of Ordinary Shares on issue will be 207,768,703.
An Appendix 3B will be lodged following this announcement.
Secondary Trading Notice Pursuant to Paragraph 708A(5)(e) of the
Corporations Act 2001 ("Act")
The Act restricts the on-sale of securities issued without disclosure,
unless the sale is exempt under section 708 or 708A of the Act. By giving
this notice, a sale of the Shares noted above will fall within the
exemption in section 708A(5) of the Act.
The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:
(a) the Company issued the Shares without disclosure to investors under
Part 6D.2 of the Act;
(b) as at 13 June 2007, the Company has complied with the provisions of
Chapter 2M of the Act as they apply to the Company, and section 674 of
the Act; and
c as at 13 June 2007 there is no information:
(i) that has been excluded from a continuous disclosure notice in
accordance with the ASX Listing Rules; and
(ii) that investors and their professional advisers would reasonably
require for the purpose of making an informed assessment of:
(a) the assets and liabilities, financial position and
performance, profits and losses and prospects of the
Company; or
(b) the rights and liabilities attaching to the relevant Shares.
AUTHORISED BY:
Blair Sergeant
Company Secretary
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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000,
30/9/2001, 11/3/2002, 1/1/2003.
Name of entity
GVM Metals Limited
ABN
98 008 905 388
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 Shares
+securities issued
or to be issued
2 Number of 11,250,000 shares
+securities issued
or to be issued (if
known) or maximum
number which may be
issued
3 Principal terms of Fully paid ordinary
the +securities (eg,
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 Yes
rank equally in 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
5 Issue price or 10,000,000 shares at a deemed
consideration issue price of 30 pence each
(?0.30)
1,250,000 shares at a deemed
issue price of 40 pence each
(?0.40)
6 Purpose of the issue Consideration for acquisition
(If issued as of Coal of Africa and
consideration for reimbursement of associated
the acquisition of due diligence costs.
assets, clearly
identify those
assets)
7 Dates of entering 13 June 2007
+securities into
uncertificated
holdings or
despatch of
certificates
Number +Class
8 Number and +class 207,768,703 Fully paid
of all +securities ordinary
quoted on ASX shares
(including the
securities in
clause 2 if
applicable)
Number +Class
9 Number and +class 13,500,000 Options
of all +securities exercisable at
not quoted on ASX $0.50 each on
(including the or before 30
securities in September
clause 2 if 2011.
applicable)
555,575 Options
exercisable at
?0.54 each on
or before 31
May 2009.
786,751 Options
exercisable at
?0.34 each on
or before 17
May 2009.
7,000,000 Options
exercisable at
$1.25 each on
or before 30
September
2012.
10 Dividend policy (in Not applicable
the case of a
trust, distribution
policy) on the
increased capital
(interests)
Part 2 - Bonus issue or pro rata issue
Questions 11 to 33 - Not Applicable
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
Questions 35 to 42 - Not Applicable
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.
* We warrant that if confirmation is required under section 1017F
of the Corporations Act in relation to the +securities to be
quoted, it has been provided 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.
Sign here: ................... Date: 13 June 2007
(Company secretary)
Print name: BLAIR SERGEANT
14 June 2007
South African Sponsor to GVM
PricewaterhouseCoopers Corporate Finance (Pty) Limited
Date: 14/06/2007 12:26:22 Produced by the JSE SENS Department.
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