REG - Resolute Mining Ltd - Cleansing Notice and Appendix 3B
14 August 2019
Resolute Mining Limited
(Resolute or the Company)
Appendix 3B and Section 708A(5)
Cleansing Notice
Resolute Mining Limited (ASX/LSE: RSG) (Issuer) notifies the Australian Securities Exchange (ASX) (as the operator of the prescribed financial market on which the securities identified below are or are to be quoted) that:
a) the securities identified below were issued without disclosure under Part 6D.2 of the Corporations Act 2001 (Cth) (Corporations Act);
b) this notice is being given under section 708A(5)(e) of the Corporations Act;
c) as at the date of this notice the Issuer has complied with the provisions of Chapter 2M as they apply to the Issuer and with section 674 of the Corporations Act; and
d) as at the date of this notice there is no information which is 'excluded information' within the meaning of sections 708A(7) and (8) of the Corporations Act.
DETAILS OF THE ISSUE OF SECURITIES
Class of securities:
Ordinary Shares
ASX Code of the securities:
RSG
Date of the issue of securities:
14 August 2019
Total number of securities issued:
12,336,379
Application for admission of these shares to the Official List (Standard Segment) and to trading on the Main Market of the LSE is being made and admission is expected on or around 19 August 2019.
For further information, contact:
John Welborn
Managing Director & CEO
Jeremy Meynert
General Manager - Business Development & Investor Relations
Total Voting Rights
Following the issue of the Resolute Shares for Second Completion, Resolute's total issued share capital consists of 900,888,230 ordinary shares of no par value. Resolute does not hold any shares in treasury. Therefore, following such issue, the total number of voting rights in Resolute is 900,888,230. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, Resolute under the FCA's Disclosure Guidance and Transparency Rules.
General
Unless otherwise defined, all capitalised terms in this announcement shall have the same meaning given to them in the Offer Document, a copy of which is available on the Resolute website at https://www.rml.com.au/toroacquisition/.
Dates referred to in this announcement are indicative only and are subject to change without notice to Toro Shareholders. Any significant changes to the above dates will be announced by Resolute on the ASX announcement platforms.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation ("MAR"). Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.
Contact Information
Resolute
John Welborn, Managing Director & CEO
Jeremy Meynert, General Manager - BD & IR
Telephone: +61 8 9261 6100
Email: contact@rml.com.au
Berenberg (UK Corporate Broker)
Matthew Armitt/Detlir Elezi
Telephone: +44 20 3207 7800
Tavistock (UK Investor Relations)
Jos Simson / Charles Vivian / Emily Fenton /
Annabel de Morgan
Telephone: +44 207 920 3150 / +44 778 855 4035
Email: resolute@tavistock.co.uk
About Resolute
Resolute is a successful, dividend paying gold miner with more than 30 years of experience as an explorer, developer and operator of gold mines in Australia and Africa which have produced more than 8 million ounces of gold.
Resolute's production and cost guidance for the 12 months to 31 December 2019 has been updated to 400,000oz of gold at an AISC of US$960/oz following the acquisition of Toro Gold Limited.
Resolute owns four gold mines. Its flagship asset is the world class Syama Gold Mine in Mali (Syama) which can produce more than 300,000 ounces of gold per annum from existing processing infrastructure. Resolute is currently commissioning the world's first fully automated underground mine at Syama which will deliver a low cost, large scale operation with a mine life beyond 2032. The Mako Gold Mine in Senegal is a high quality, low cost asset with average annual production of ~140,000 ounces of gold. The Ravenswood Gold Mine in Australia and the Bibiani Gold Mine in Ghana are existing largescale assets which provide Resolute with significant production growth potential. Resolute has a pathway to annual gold production in excess of 500,000 ounces from a Global Mineral Resource base of more than 18 million ounces of gold.
Resolute trades on the Australian Securities Exchange (ASX) and the London Stock Exchange (LSE) under the ticker RSG.
ASX/LSE: RSG Capital Summary
Fully Paid Ordinary Shares: 900,888,230
Current Share Price:
A$1.90 as at 13 August 2019Market Capitalisation: A$1.71 billion
FY19 Guidance (to 31 December):
400,000oz @ AISC US$960/oz
Board of Directors
Mr Martin Botha Non-Executive Chairman
Mr John Welborn Managing Director & CEOMs Yasmin Broughton Non-Executive Director
Mr Mark Potts Non-Executive Director
Ms Sabina Shugg Non-Executive Director
Mr Peter Sullivan Non-Executive Director
Contact
John Welborn Managing Director & CEO
Jeremy Meynert GM - BD & IR
Level 2, Australia Place | 15-17 William St
Perth, Western Australia 6000
T: +61 8 9261 6100 | F: +61 8 9322 7597
E: contact@rml.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 01/07/96 Origin: Appendix 5 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, 04/03/13
Name of entity
Resolute Mining Limited
ABN
39 097 088 689
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 issued
Ordinary shares
2
Number of +securities issued or to be issued (if known) or maximum number which may be issued
Ordinary Shares Issued: 12,336,379
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)
Fully paid ordinary shares
4
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
The ordinary shares will rank equally in all respects with existing issued ordinary fully paid shares.
5
Issue price or consideration
$1.45
6
Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
Shares were issued as part of the consideration in relation to the acquisition of Toro Gold Limited as part of Second Completion, as referred to in the Company's ASX Announcements of 31 July 2019.
6a
Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?
If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i
No
6b
The date the security holder resolution under rule 7.1A was passed
N/A
6c
Number of +securities issued without security holder approval under rule 7.1
N/A
6d
Number of +securities issued with security holder approval under rule 7.1A
N/A
6e
Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
N/A
6f
Number of +securities issued under an exception in rule 7.2
N/A
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
N/A
7
+Issue dates
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.
14 August 2019
Number
+Class
8
Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)
900,888,230
Ordinary Shares
Number
+Class
9
Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
2,236,624
600,000
1,000,000
1,970,543
1,000,192
2,183,681
Annual grant of Performance Rights with a vesting period ending on 30 June 2019.
Special grant of Performance Rights with a vesting period ending on 30 June 2019.
Special grant of Performance Rights with a vesting period ending on 30 June 2020.
Annual grant of Performance Rights with a vesting period ending on 30 June 2020.
Annual grant of Performance Rights with a vesting period ending on 30 June 2021.
Annual grant of Performance Rights with a vesting period ending on 31 December 2021.
10
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
The Directors may from time to time determine dividends to be distributed to members according to their rights and interests.
Part 2 ‑ Pro rata issue
11
Is security holder approval required?
N/A
12
Is the issue renounceable or non-renounceable?
N/A
13
Ratio in which the +securities will be offered
N/A
14
+Class of +securities to which the offer relates
N/A
15
+Record date to determine entitlements
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
Note: Security holders must be told how their entitlements are to be dealt with.
Cross reference: rule 7.7.
N/A
19
Closing date for receipt of acceptances or renunciations
N/A
20
Names of any underwriters
N/A
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
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
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
+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 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: ............................................................. Date: 14 August 2019
Company Secretary
Print name: Amber Stanton
== == == == =
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
752,760,642
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
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
24 August 2018 - 4,650,823 ordinary shares
5 August 2019 - 128,657,263 ordinary shares issued as part of the consideration payable in relation to the acquisition of Toro Gold Limited as part of First Completion, as referred to in the Company's ASX Announcements of 31 July 2019. Those shares are the subject of a Listing Rule 7.1 waiver granted by the ASX.
14 August 2019 - 12,336,379 ordinary shares issued as part of the consideration payable in relation to the acquisition of Toro Gold Limited as part of Second Completion, as referred to in the Company's ASX Announcements of 31 July 2019. Those shares are the subject of a Listing Rule 7.1 waiver granted by the ASX.
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period
"A"
898,405,107
Step 2: Calculate 15% of "A"
"B"
0.15
Multiply "A" by 0.15
134,760,766
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
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
24 August 2018 - 100,623 ordinary shares
30 January 2019 - 582,500 ordinary shares
5 August 2019 - 1,800,000 ordinary shares issued as part of the financing fees payable in relation to the acquisition of Toro Gold Limited
"C"
2,483,123
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown in Step 2
134,760,766
Subtract "C"
Note: number must be same as shown in Step 3
2,483,123
Total ["A" x 0.15] - "C"
132,277,643
[Note: this is the remaining placement capacity under rule 7.1]
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"
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
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"
Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" x 0.10
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"
Note: this is the remaining placement capacity under rule 7.1A
Form 605 - Notice of ceasing to be a substantial holder
Resolute Mining Limited, (ASX/LSE: RSG) advises that it has issued a Form 605 to the Australian Securities Exchange.
A full PDF version of the Form 605 titled; 'Notice of ceasing to be a substantial holder' is available from the Company's website: https://www.rml.com.au/investors/asx-announcements/.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDMSCUSANRKSAWARR
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