REG - 88 Energy Limited - Notice of AGM <Origin Href="QuoteRef">88E.AX</Origin> - Part 2
07/02/2017 11:11
- Part 2: For the preceding part double click ID:nRSG2403Wa
Statement.
Annual General Meeting or Meeting means the meeting convened by the Notice.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by
ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year's Day, Good
Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX
declares is not a business day.
CHESS means Clearing House Electronic Subregister System.
CHESS Rules means the ASX Settlement Operating Rules and the provisions of the
Corporations Act and ASX Listing Rules concerning the electronic share
registration and transfer system as and to the extent that they apply to the
Company.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(d) anyone else who is one of the member's family and may be expected
to influence the member, or be influenced by the member, in the member's
dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth)
for the purposes of the definition of 'closely related party' in the
Corporations Act.
Chair means the chair of the Meeting.
Company or 88E means 88 Energy Limited (ACN 072 964 179).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
DI means a depository interest representing a Share listed (or to be listed)
on the AIM Market of the London Stock Exchange.
DI Holder means a holder of a DI.
Directors means the current directors of the Company.
Eligible Entity means an entity that, at the date of the relevant general
meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted
securities and securities quoted on a deferred settlement basis) of
$300,000,000.
Eligible Market means the ASX, the New York Stock Exchange Inc., the NYSE MKT,
the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital
Market, the OTCQB or the OTCQX.
Equity Securities includes a Share, a right to a Share or Option, an Option, a
convertible security and any security that ASX decides to classify as an
Equity Security.
Explanatory Statement means the explanatory statement accompanying the
Notice.
GMT means Greenwich Mean Time, being the time in London, United Kingdom.
Icewine Project means the onshore oil and gas project known as Project Icewine
located in North America.
Key Management Personnel has the same meaning as in the accounting standards
issued by the Australian Accounting Standards Board and means those persons
having authority and responsibility for planning, directing and controlling
the activities of the Company, or if the Company is part of a consolidated
entity, of the consolidated entity, directly or indirectly, including any
director (whether executive or otherwise) of the Company, or if the Company is
part of a consolidated entity, of an entity within the consolidated group.
Notice or Notice of Meeting means this notice of meeting including the
Explanatory Statement, the Proxy Form and the Form of Instruction.
Option means any right, warrant or option to subscribe for or acquire a
Share.
Optionholder means a holder of an Option.
Ordinary Securities has the meaning set out in the ASX Listing Rules.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Director's
report section of the Company's annual financial report for the year ended 31
December 2015.
Resolutions means the resolutions set out in the Notice or any one of them as
the context requires.
Section means a section of the Explanatory Statement.
Securities means a Share or an Option or both as the context requires.
Securityholder means a holder of a Security.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Variable A means "A" as set out in the calculation in section 4.2 of the
Explanatory Statement.
WST means Western Standard Time as observed in Perth, Western Australia.
Schedule 1 - issues of equity securities since 9 MARCH 2016
Date1 Quantity Class 3, 4,5, 6, Issued to or basis of issue Issue price and discount to Market Price (if applicable)2 Form of consideration
Appendix 3B: 10 March 2016 Issue date: 10 March 2016 119,618 3 Issued upon exercise of options (exercisable at $0.016 on or before 31 August 2018) Issue Price of $0.016. Closing price on date of issue $0.067. Discount of 319%. Funds of $1,914 were raised for support of the Company's drilling and exploration
activities at Project Icewine. $1,914 of this amount has been spent.
Appendix 3B: 11 March 2016 Issue date: 11 March 2016 1. 1,416,6662. 500,000 3 Issued upon exercise of options: 1. (exercisable at $0.01 on or before 22 October 2017) 2. (exercisable at $0.016 on or before 31 August 2018) 1. Issue price of $0.01 (discount of 640%)2. Issue price of $0.016 (discount of 362%)Closing price on date of issue $0.074. Funds of $22,167 were raised for support of the Company's drilling and exploration
activities at Project Icewine. $22,167 of this amount has been spent.
Appendix 3B: 17 March 2016 Issue date: 17 March 2016 3,000,000 3 Issued upon exercise of options (exercisable at $0.015 on or 18 February 2018) Issue Price of $0.015. Closing price on date of issue $0.076. Discount of 407%. Funds of $45,000 were raised for support of the Company's drilling and exploration
activities at Project Icewine. $45,000 of this amount has been spent.
Appendix 3B: 19 April 2016 Issue date: 19 April 2016 200,000 3 Issued upon exercise of options (exercisable at $0.02 on or 2 March 2018) Issue Price of $0.02. Closing price on date of issue $0.039. Discount of 48.71%. Funds of $4,000 were raised for support of the Company's drilling and exploration
activities at Project Icewine. $4,000 of this amount has been spent.
Appendix 3B: 3 May 2016 Issue date: 3 May 2016 3. 476,709,6982. 238,354,849 3 1. Private placement to specified wholesale, institutional and sophisticated investors under the Company's 15% placement capacity under ASX Listing Rule 7.1 2. Private placement to specified wholesale, institutional and sophisticated investors under the Company's 10% placement capacity 1. Issue Price of $0.031 Closing price on date of issue $0.039 Discount of 26%. 2. Issue Price of $0.043 Closing price on date of issue $0.039. Premium of 10%. 1. Funds of $14,778,000 were raised for support of the Company's drilling and
under Listing Rule 7.1A exploration activities at Project Icewine. $11,241,912 of this amount has been spent
2. Funds of $10,249,258 were raised for support of the Company's drilling and
exploration activities at Project Icewine. $0 of this amount has been spent
Appendix 3B: 19 May 2016 Issue date: 19 May 2016 51,215 3 Issued upon exercise of options (exercisable at $0.016 on or before 31 August 2018) Issue price of $0.016. Closing price on date of issue $0.037. Discount of 131% Funds of $819 were raised for support of the Company's drilling and exploration
activities at Project Icewine. $0 of this amount has been spent.
Appendix 3B: 9 September 2016 Issue date: 9 September 2016 1,000,000 3 Issued upon exercise of options (exercisable at $0.016 on or before 31 August 2018) Issue price of $0.016. Closing price on date of issue $0.046. Discount of 142% Funds of $16,000 were raised for support of the Company's drilling and exploration
activities at Project Icewine. $0 of this amount has been spent.
Appendix 3B: 27 October 2016 Issue date: 27 October 2016 275,000,000 3 Private placement to specified wholesale, institutional and sophisticated investors under the Company's 15% placement capacity under ASX Listing Rule 7.1 Issue Price of $0.04 Closing price on date of issue $0.04. Discount of nil Funds of $11,000,000 were raised for support of the Company's drilling and
exploration activities at Project Icewine. $0 of this amount has been spent
Appendix 3B: 27 October 2016 Issue date: 27 October 2016 137,500,000 4 Issued to Placement participants as part of private placement to specified wholesale, institutional and sophisticated investors under the Company's 15% placement capacity under ASX Listing Rule 7.1 Nil. Closing price on date of issue $0.04. Consideration: Nil. Free attaching options issued to placement participants as part
of placement.
Appendix 3B: 27 October 2016 Issue date: 27 October 2016 22,000,000 5 Issued to US placement agent Maxim Group LLC for capital raising services provided. Nil. Closing price on date of issue $0.04. Consideration: Nil. Issued to brokers and advisors for capital raising services
provided.
Appendix 3B:
3 May 2016
Issue date: 3 May 2016
3. 476,709,6982. 238,354,849
3
1. Private placement to specified wholesale, institutional and sophisticated
investors under the Company's 15% placement capacity under ASX Listing Rule
7.1
2. Private placement to specified wholesale, institutional and sophisticated
investors under the Company's 10% placement capacity under Listing Rule 7.1A
1. Issue Price of $0.031
Closing price on date of issue $0.039
Discount of 26%.
2. Issue Price of $0.043 Closing price on date of issue $0.039. Premium of
10%.
1. Funds of $14,778,000 were raised for support of the Company's drilling and
exploration activities at Project Icewine.
$11,241,912 of this amount has been spent
2. Funds of $10,249,258 were raised for support of the Company's drilling and
exploration activities at Project Icewine.
$0 of this amount has been spent
Appendix 3B:
19 May 2016
Issue date: 19 May 2016
51,215
3
Issued upon exercise of options (exercisable at $0.016 on or before 31 August
2018)
Issue price of $0.016.
Closing price on date of issue $0.037.
Discount of 131%
Funds of $819 were raised for support of the Company's drilling and
exploration activities at Project Icewine.
$0 of this amount has been spent.
Appendix 3B:
9 September 2016
Issue date: 9 September 2016
1,000,000
3
Issued upon exercise of options (exercisable at $0.016 on or before 31 August
2018)
Issue price of $0.016.
Closing price on date of issue $0.046.
Discount of 142%
Funds of $16,000 were raised for support of the Company's drilling and
exploration activities at Project Icewine.
$0 of this amount has been spent.
Appendix 3B:
27 October 2016
Issue date: 27 October 2016
275,000,000
3
Private placement to specified wholesale, institutional and sophisticated
investors under the Company's 15% placement capacity under ASX Listing Rule
7.1
Issue Price of $0.04
Closing price on date of issue $0.04.
Discount of nil
Funds of $11,000,000 were raised for support of the Company's drilling and
exploration activities at Project Icewine.
$0 of this amount has been spent
Appendix 3B:
27 October 2016
Issue date: 27 October 2016
137,500,000
4
Issued to Placement participants as part of private placement to specified
wholesale, institutional and sophisticated investors under the Company's 15%
placement capacity under ASX Listing Rule 7.1
Nil.
Closing price on date of issue $0.04.
Consideration: Nil. Free attaching options issued to placement participants as
part of placement.
Appendix 3B:
27 October 2016
Issue date: 27 October 2016
22,000,000
5
Issued to US placement agent Maxim Group LLC for capital raising services
provided.
Nil.
Closing price on date of issue $0.04.
Consideration: Nil. Issued to brokers and advisors for capital raising
services provided.
Notes:
1. This is the date the Appendix 3B was announced to ASX. The
date of issue may be different. Refer to Item 7 of the relevant Appendix 3B
for the specific date of issue.
2. Market Price means the closing price on ASX (excluding
special crossings, overnight sales and exchange traded option exercises). For
the purposes of this table the discount is calculated on the Market Price on
the trading day prior to the date of issue of the relevant Equity Securities.
3. Fully paid ordinary shares in the capital of the Company
(ASX Code: 88E) (terms are set out in the Constitution).
4. Unquoted Options, exercisable at $0.055 each, on or before
27 October 2025. The full terms and conditions are set out in Schedule 3.
5. Unquoted Options, exercisable at $0.05 each, on or before 27
October 2025 each. The full terms and conditions are set out in Schedule 3.
6. The cash balance of the Company on 9 March 2016 was
approximately $7,393,750. The aggregate amount raised from issues of Equity
Securities listed in Schedule 1 is $36,117,159. The cash balance of the
Company as at the date of this Notice is approximately $24,802,166. The
amount spent since 9 March 2016 to the date of this Notice has been
approximately $18,708,743. These funds have been spent on the Company's
exploration activities at Project Icewine, including costs for preparation for
the drilling of the Icewine #2 exploration well, acquisition of additional
acreage, seismic and for working capital. The amount raised from issues of
Equity Securities listed in Schedule 1 that remains unspent as at the date of
this Notice is $24,802,166. It is proposed that these funds will be used,
together with the Company's other cash reserves, for Phase II of the Company's
exploration program at Project Icewine, including costs associated with the
Icewine #2H appraisal well, and for working capital. This statement as it
relates to the future use of funds is a statement of current intentions as at
the date of this Notice. As with any budget, intervening events and new
circumstances have the potential to affect the manner in which the funds are
ultimately applied. The Board reserves the right to alter the way the funds
are applied on this basis.
Schedule 2 - TERMS OF OPTIONS (RELATED PARTY OPTIONS)
PART A OF SCHEDULE 2 - TERMS OF RELATED PARTY OPTIONS
The Related Party Options will, if approved by Shareholders, be granted to
each Director on the terms set out below and will otherwise be granted
pursuant to the terms of the Scheme:
(a) Each Option entitles the holder to subscribe for and be allotted
one ordinary fully paid share in the capital of the company.
(b) The Options are each exercisable at a price that is a 43% premium
to the VWAP of Shares as at the Date of Acquisition of the Related Party
Options and expire three years from the date of issue.
(c) The Options will be unquoted.
(d) The Options are exercisable at any time on or prior to the expiry
date by notice in writing to the directors of the company accompanied by
payment of the exercise price.
(e) The Options are transferable.
(f) All shares issued upon exercise of the Options will rank pari
passu in all respects with the Company's then existing ordinary fully paid
shares. The Company will apply for Official Quotation by the ASX of all shares
issued upon exercise of the Options.
(g) There are no participating rights or entitlements inherent in the
Options and holders will not be entitled to participate in new issues of
capital offered to shareholders during the currency of the Options. However,
if from time to time on or prior to the expiry date the company makes an issue
of new shares to the holders of ordinary fully paid shares, the company will
send a notice to each holder of Options at least nine (9) Business Days before
the record date referable to that issue. This will give Optionholders the
opportunity to exercise their Options prior to the date for determining
entitlements to participate in any such issue.
(h) If there is a bonus issue to the holders of the underlying
securities, the number of securities over which the Options exercisable may be
increased by the number of securities which the holder of the Option would
have received if the Option had been exercised before the record date for the
bonus issue.
(i) This rule does not apply to Options issued pro rata on the same
terms as Options already on issue.
(j) There is no right to a change in the exercise price of the
Options or to the number of shares over which the Options are exercisable in
the event of a new issue of capital (other than a bonus issue) during the
currency of the Options.
(k) In the event of any reorganisation of the issued capital of the
company on or prior to the expiry date, the rights of an Optionholder will be
changed to the extent necessary to comply with the applicable ASX Listing
Rules in force at the time of the reorganisation.
PART B OF SCHEDULE 2 - VALUATION OF OPTIONS
The Related Party Options to be issued to each Director pursuant to
Resolutions 7 to 10 have been independently valued. Using Hoadley Trading &
Investments Tools and based on the assumptions set out below, the Related
Party Options were ascribed the values noted below.
Assumptions:
Valuation date 18 January 2017
Assumed grant date 18 January 2017
Market price of Shares(1) $0.042 cents
Exercise price(2) $0.061 cents
Expiry date (length of time from issue) 3 years
Risk free interest rate(3) 1.95%
Expected future volatility (discount)(4) 120%
Dividend yield(5) 0%
Indicative value per Related Party Option $0.027
Total Value of Related Party Options $945,000
David Wall (20,000,000 Options) $540,000
Michael Evans (5,000,000 Options) $135,000
Stephen Staley (5,000,000 Options) $135,000
Brent Villemarette (5,000,000 Options) $135,000
Notes:
1. Being the closing share price of the Company's Shares on 18
January 2017 (given the Relater Party Options are yet to be granted).
2. The Options are exercisable to a price that is a 43% premium
to the volume weighted average price ('VWAP') of the shares of the Company as
at the grant date. The VWAP is calculated based on the 15 days prior to the
assumed grant date.
3. Determined based on the yields of Commonwealth bonds using a
three-year bond, being the period which most closely correspond to the maximum
life of the Related Party Options. The bond rate is taken as at the closing
rate on the day prior to the valuation date. As the Related Party Options are
yet to be granted, a rate of 1.95% as reported on 18 January 2017 (as
disclosed by the Reserve Bank of Australia) has been used.
4. Taking into account the historical volatility of the
Company's Shares.
5. Given there is no Company history of paying dividends and no
dividends are expected to be declared or paid over the life of the Related
Party Options.
6. The valuation noted above is not necessarily the market
price that the Related Party Options could be traded at and is not
automatically the market price for taxation purposes.
Schedule 3 - TERMS OF PLACEMENT & AGENT OPTIONS (rES 5 & 6)
(a) Entitlement
The respective entitlements for the options, the subject of Resolutions 5 and
6 (Options) are as follows:
(i) Option 1 entitles the Optionholder to subscribe for 137,500,000
Shares (Resolution 5);
(ii) Option 2 entitles the Optionholder to subscribe for 22,000,000
Shares (Resolution 6); and
upon exercise of the Option (Option Shares) pursuant to a share subscription
agreement entered into between the respective Optionholder and the Company
(Share Subscription Agreement).
(b) Exercise Price
Subject to paragraphs Schedule 1(c) and (l), the amount payable upon exercise
of the Options will be $0.055 in respect of Option 1 and $0.05 in respect of
Option 2 (Exercise Price).
(c) Adjustment of Exercise Price
If there is a pro rata issue (except a bonus issue) to the holders of Shares
within 12 months of the Issue Date, the Exercise Price of the Option may be
reduced in accordance with the formula set out below (Adjustment):
O'=E [P - (S+D)]
N + 1
Where:
O' = the new exercise price of the Option.
O = the old Exercise Price of the Option.
E = the number of Shares into which one Option is exercisable. (Note: E is one
unless the number has changed because of a bonus issue.)
P = the volume weighted average market price per security of the Shares,
calculated over the 5 trading days ending on the day before the ex-rights date
or ex-entitlements date.
S = the subscription price for a security under the pro rata issue.
D = the dividend due but not yet paid on the existing Shares (except those to
be issued under the pro rata issue).
N = the number of securities with rights or entitlements that must be held to
receive a right to one new security.
If there is a bonus issue to the holders of Shares within 12 months of the
Issue Date, the number of securities over which the Option is exercisable may
be increased by the number of securities which the holder of the Option would
have received if the Option had been exercised before the record date for the
bonus issue.
The Adjustment only applies if the aggregate amount raised by the Company
under the Share Subscription Agreement and all other subscription agreements
entered into contemporaneously with the Share Subscription Agreement is equal
to or in excess of $8,000,000.
(d) Issue Date
The Options were issued on 27 October 2016 (Issue Date).
(e) Expiry Date
The Option will expire at 11:59 pm (Perth time) on that date which is five (5)
years from the Issue Date (Expiry Date). An Option not exercised before the
Expiry Date will automatically lapse on the Expiry Date.
(f) Exercise Period
The Option is exercisable at any time on or prior to the Expiry Date (Exercise
Period).
(g) Notice of Exercise
Subject to paragraph Schedule 1(h), the Option may be exercised during the
Exercise Period by notice in writing to the Company in the manner specified in
the full terms and conditions of the Option (Notice of Exercise) and payment
of the Exercise Price for the Option being exercised in cash or by electronic
funds transfer of immediately available funds or bank cheque which has been
cleared.
(h) Cashless Exercise
If the Shares become listed on an Eligible Market that is located in the
United States (Listing) and six (6) months after the date of Listing a
registration statement covering the resale of the Option Shares is not
available for the resale of such Option Shares, the Optionholder may exercise
the Option in whole or in part, and in lieu of making the cash payment and
receipt of the Option Shares, and elect instead by notice given when the
Exercise Notice is given to receive a net number of Shares in accordance with
a formula set out in the full terms and conditions of the Option (Cashless
Exercise).
(i) Exercise Date
A Notice of Exercise is only effective on and from the first trading day
following the date of receipt of the Notice of Exercise and the date of
receipt of the payment of the Exercise Price for the Option being exercised in
cleared funds (Exercise Date) or in the event of a Cashless Exercise, by
notifying the Company that the Option is being exercised pursuant to a
Cashless Exercise.
(j) Timing of issue of Shares on exercise
On or before that date which is no later than the third trading day following
the Exercise Date, the Company shall, subject to the Corporations Act and ASX
Listing Rules:
(i) issue and allot the Option Shares to the Optionholder, in
accordance with the CHESS Rules to the Optionholder's custodian nominated
CHESS account; and
(ii) issue a cleansing notice that complies with section 708A(5)(e)
of the Corporations Act in respect of such Option Shares to the ASX Company
announcements platform.
(k) Shares issued on exercise
Shares issued on exercise of the Option rank equally with the then issued
shares of the Company.
(l) Reconstruction of capital
If at any time the issued capital of the Company is re-organised (including
reconstruction, consolidation, subdivision, reduction or return of capital),
the Option will be re-organised as required by the ASX Listing Rules, but in
all other respects the terms of exercise will remain unchanged.
(m) Participation in new issues
There are no participation rights or entitlements inherent in the Option and
Optionholders will not be entitled to participate in new issues of capital
offered to Shareholders during the currency of the Option, except upon
exercise of the Option.
(n) Change in exercise price
Other than as stated in paragraph (c) above, the Option does not confer the
right to a change in Exercise Price or a change in the number of underlying
securities over which the Option can be exercised.
(o) Transferability
The Option is transferable subject to any restriction or escrow arrangements
imposed by ASX or under applicable securities laws.
This information is provided by RNS
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