| Thu 9 Jul 2009, 10:33 | | GDO - Gold One International Limited - Appendix 3B New Issue Announcement |
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GDO
GDO
GDO - Gold One International Limited - Appendix 3B New Issue Announcement,
Application for Quotation of Additional Securities and Agreement
Gold One International Limited
(Previously BMA Gold Limited)
Registered in Western Australia under the Corporations Act, 2001 (Cth)
Registration number ACN: 094 265 756
Registered as an external company in the Republic of South Africa
Registration number: 2009/000032/10
Share code on the ASX/JSE: GDO
ISIN: AU000000GDO5
OTCQX International: GLDZY
("Gold One" or the "company")
APPENDIX 3B NEW ISSUE ANNOUNCEMENT, APPLICATION FOR QUOTATION OF ADDITIONAL
SECURITIES AND AGREEMENT
Gold One today, 9 July 2009, submitted to the Australian Securities Exchange
("ASX") an Appendix 3B "New issue announcement, application for quotation of
additional securities and agreement" in respect of the issue of:
1. 33,600,000 fully paid ordinary shares as tranche one of the placement that
the company announced to ASX on 24 June 2009; and
2. 230,240 fully paid ordinary shares as payment of the third instalment of
the consideration for Aflease Gold Limited`s (now a wholly owned subsidiary
of Gold One) acquisition of Noble Trade and Commerce Limitada in 2008.
Noble Trade and Commerce Limitada holds Gold One`s Tulo Project in
Mozambique. Six further instalments, each of ZAR 500,000 (approximately
A$80,000 at today`s exchange rate), will be made by way of issue of Gold
One shares. The number of shares is determined by dividing the instalment
amount by the 30 day VWAP of Gold One shares at the delivery date. The next
instalment is due to be paid on 1 January 2010, with each further
instalment payable at 6 month intervals. The issue of shares under these
instalments will be made pursuant to the company`s placement capacity under
ASX Listing Rule 7.1.
Following the issue of these shares, all offers under Gold One`s prospectus
dated 22 April 2009 were closed.
QUOTE
NAME OF ENTITY
Gold One International Limited (Gold One or Company)
ABN
35 094 265 746
We (the entity) give ASX the following information.
PART 1 - ALL ISSUES
1. Class of securities issued or to be issued
Fully paid ordinary shares
2. Number of securities issued or to be issued (if known) or maximum number
which may be issued
A total of 33,830,240 fully paid ordinary shares, comprising:
a. 33,600,000 fully paid ordinary shares issued as the first tranche of
the placement announced to ASX on 24 June 2009 (Tranche 1 Shares); and
b. 230,240 fully paid ordinary shares issued as payment of the third
instalment of the consideration for the acquisition of Noble Trade and
Commerce Limitada, which holds Gold One`s Tulo asset (Tulo Shares).
3. Principal terms of 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)
Fully paid ordinary shares
4. Do the securities 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.
Yes
5. Issue price or consideration
Tranche 1 Shares: 31.48 cents per share.
Tulo Shares: ZAR 2.17165 cents per share approximately 32 cents per share
based on the ZAR:AUD exchange rate as at 1 July 2009).
6. Purpose of the issue:
(If issued as consideration for the acquisition of assets, clearly identify
those assets)
As set out in item 2.
Tulo Shares: the Company`s Tulo asset comprises a mining concession area
measuring 21,760 hectares in extent, situated in the Niassa Province of
Mozambique.
7. Dates of entering securities into uncertificated holdings or despatch of
certificates
9 July 2009
8. Number and class of all securities quoted on ASX (including the securities
in clause 2 if applicable)
Number Class
718,499,316 Fully paid ordinary shares
6,562,498 Options to acquire fully paid ordinary
shares
9. Number and class of all securities not quoted on ASX (including the
securities in clause 2 if applicable)
Number Class
43,414,769 Unlisted options (exercisable at various
prices and on various dates, as set out
in Schedule 1 to the prospectus issued by
Gold One on 22 April 2009)
600 Convertible bonds
10. Dividend policy (in the case of a trust, distribution policy) on the
increased capital (interests)
N/A
PART 3 - QUOTATION OF SECURITIES
34. Type of securities (tick one)
a. Securities described in part 1 (Yes)
b. All other securities (No)
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
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 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.
Signed 9 July 2009
Co-Company Secretary: Pierre Baart Kruger
UNQUOTE
Parktown, Johannesburg
9 July 2009
Date: 09/07/2009 10:33:01 Produced by the JSE SENS Department.
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