TIDMNGL
RNS Number : 1149S
Norseman Gold PLC
15 November 2011
15 November 2011
ASX: NGX
AIM: NGL
NORSEMAN GOLD PLC
('Norseman Gold' or 'the Company')
Changes in Securities
Pursuant to the Company Update announcement made to the market
on 26 October 2011, the Company discloses the following changes in
its securities.
(A) Issue of Convertible Loan Note - full details of these Notes
was set out in the Company's announcement dated 26 October 2011.
Conversion into shares is subject to shareholder approval. The
Notes are not listed securities.
(B) Issue of Warrants to EXP T1 Ltd. The Warrants are not listed
securities.
(C) Cancellation of Warrants and Employee Options for no
consideration.
An Appendix 3B, as required by the ASX, is attached.
* * ENDS * *
For further information visit www.norsemangoldplc.com or
contact:
Barry Cahill Norseman Gold Plc Tel: (08) 9473 2200
Kelvin May Norseman Gold Plc Tel: (08) 9473 2200
E-mail investors@ngold.com.au
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, 24/10/2005.
Name of entity
Norseman Gold plc
-----------------
ARBN
122 088 073
-----------
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 (A) Convertible Loan Note -
issued or to be issued unlisted
(B) Warrants - unlisted
2 Number of +securities (A) 5,087,000
issued or to be issued
(if known) or maximum
number which may be
issued
(B) 3,000,000
3 Principal terms of (A) Subject to approval of shareholders
the +securities (eg, in general meeting, each loan
if options, exercise note is convertible to one ordinary
price and expiry date; share at a conversion price
if partly paid +securities, of GBP0.06 (6 pence) per share,
the amount outstanding up until 25 October 2013. Interest
and due dates for payment; is payable quarterly at 10%
if +convertible securities, per annum.
the conversion price (B) Exercisable at GBP0.12 (12
and dates for conversion) pence) on or before 25 October
2013.
----------------------------------------
4 Do the +securities (A) No - rank equally if converted
rank equally in all and ordinary shares are issued
respects from the date (B) No - rank equally if exercised
of allotment with an and ordinary shares are issued
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 consideration (A) GBP1 per note, total of
GBP5,087,000
(B) AUD$100,000
--------------------------------------
Purpose of the issue (A) To provide working capital
(If issued as consideration (B) Issued pursuant to a finance
for the acquisition facility provided in June 2011
6 of assets, clearly
identify those assets)
--------------------------------------
7 Dates of entering (A) 26 October 2011
+securities into uncertificated
holdings or despatch
of certificates
(B) 10 November 2011
Number +Class
------------------ ------------------
Number and +class
of all +securities
quoted on ASX (including
the securities in
8 clause 2 if applicable) 219,942,222 Ordinary
------------------ ------------------
Number +Class
----------- -------------------------
Employee Options
- Exercisable
at $1.04 (64.4p)
on or before
25/1/16 (vesting
conditions apply)
Incentive Options
- Exercisable
at $0.71 on or
7,100,000 before 5/5/2016
(vesting conditions
apply)
Finance facility
warrants - exercisable
1,500,000 at GBP0.12 on
or before 25/10/2013
Convertible Loan
Notes convertible
at GBP0.06 (6
3,000,000 pence) for every
Number and +class GBP1 of nominal
of all +securities value- convertible
not quoted on ASX up until 25/10/2013
(including the securities (subject to shareholder
9 in clause 2 if applicable) 5,087,000 approval)
----------- -------------------------
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
11 Is security holder
approval required?
12 Is the issue renounceable
or non-renounceable?
13 Ratio in which the
+securities will be
offered
14 +Class of +securities
to which the offer
relates
15 +Record date to determine
entitlements
16 Will holdings on different
registers (or subregisters)
be aggregated for calculating
entitlements?
17 Policy for deciding
entitlements in relation
to fractions
18 Names of countries
in which the entity
has +security holders
who will not be sent
new issue 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 acceptances or renunciations
20 Names of any underwriters
21 Amount of any underwriting
fee or commission
22 Names of any brokers
to the issue
23 Fee or commission payable
to the broker to the
issue
24 Amount of any handling
fee payable to brokers
who lodge acceptances
or renunciations on
behalf of +security
holders
25 If the issue is contingent
on +security holders'
approval, the date
of the meeting
26 Date entitlement and
acceptance form and
prospectus or Product
Disclosure Statement
will be sent to persons
entitled
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
28 Date rights trading
will begin (if applicable)
29 Date rights trading
will end (if applicable)
30 How do +security holders
sell their entitlements
in full through a broker?
31 How do +security holders
sell part of their
entitlements through
a broker and accept
for the balance?
How do +security holders
dispose of their entitlements
(except by sale through
a broker)?
33 +Despatch date
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) u 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
-----------------------------
40 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
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 +Class
------------- --------------
42 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
-- 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.
Kelvin A May
Company Secretary
15 November 2011
== == == == ==
This information is provided by RNS
The company news service from the London Stock Exchange
END
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