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DEEP YELLOW LIMITED — Share Issue/Capital Change 2006
Dec 20, 2006
64808_rns_2006-12-20_a04c4abc-0c73-4f38-861d-6da822cd4fbc.pdf
Share Issue/Capital Change
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Level 1, 329 Hay Street, Subiaco WA 6008 PO Box 1770 Subjaco WA 6990
Tel: 08 9286 6999 Fax: 08 9286 6969 [email protected] www.deepyellow.com.au
ABN 97 006 391 948
21 December 2006
The Companies Announcement Office Australian Stock Exchange Limited Level 10 Exchange Centre 20 Bond Street SYDNEY NSW 2000
Dear Sirs
SHARE ISSUE TO SATISFY SECOND TRANCHE COMPLETION ON ACQUISITION OF RAPTOR MINERALS LIMITED
The Directors have resolved to issue 82 million ordinary shares in Deep Yellow, pursuant to the terms of the acquisition by the company of all the issued shares in Raptor Minerals Limited, as previously announced and described in the Prospectus dated 3 November 2006 (as supplemented). The shares are issued at a price of 13.5 cents per share and represent the second and final of two tranches to be issued in consideration for the acquisition.
Please find attached the relevant Appendix 3b applying for quotation of the shares.
Yours faithfully
In Etello
MARK PITTS 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 177/96. Origin: Appendix 5. Amended 177/98, 179/99, 177/2000, 30/9/2001, 11/3/2002, 171/2003.
Name of entity
DEEP YELLOW LIMITED
ABN
97 006 391 948
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).
$\mathbf{1}$ +Class of +securities issued or to be issued
Ordinary Shares
- $\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued
- Principal terms of the +securities 3 (eg, if options, exercise price and date; if partly paid expiry *securities, the amount outstanding and due dates for payment; if securities, +convertible the conversion price and dates for conversion)
82,000,000
$\overline{N/A}$
+ See chapter 19 for defined terms.
| 4 | Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities? |
The shares to be issued will rank equally with those already on issue. |
||
|---|---|---|---|---|
| If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for ۰ the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank ۰ equally, other than in relation to the next dividend, distribution or interest payment |
||||
| 5. | Issue price or consideration | 13.5 cents | ||
| 6 | Purpose of the issue Œ issued as consideration for the acquisition of assets, clearly identify those assets) |
As part consideration for the acquisition of 49% of the shares in Raptor Minerals Limited. (As previously announced 13 October 2006) |
||
| 7 | *securities οf entering Dates: into uncertificated holdings despatch Of οf certificates |
22 December 2006 | ||
| Number | + Class | |||
| 8. | Number and + class of all + securities quoted on ASX (including the securities in clause 2 if applicable) |
955,433,697 | ORD | |
| Number | $+Class$ | |||
| 9. | Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) |
160,000 1/1/07 at 35c |
Unlisted options | |
| 12,500,000 31/7/08 at 11.5c |
44 | ٤ċ. | ||
| 6,000,000 31/12/08 at 24.5c |
44 | $\mathbf{G}$ | ||
| 4,000,000 31/12/08 at 34.5c |
44 | ٤ċ. | ||
| 16,000,000 30/11/09 at 55.5c |
44 | ٤ċ. | ||
| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital |
N/A |
+ See chapter 19 for defined terms.
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 determine date to 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 for оf date receipt 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 |
+ See chapter 19 for defined terms.
- Amount of any handling fee 24 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
- Date rights trading will begin (if 28 applicable)
- Date rights trading will end (if 29 applicable)
- 30 How do *security holders sell their entitlements in full through a broker?
- How do *security holders sell part $31$ of their entitlements through a broker and accept for the balance?
- How do *security holders dispose 32 of their entitlements (except by sale through a broker)?
- 33 *Despatch date
$+$ See chapter 19 for defined terms.
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) $\bigvee$ Securities described in Part 1 | |
| (b) $\vert$ 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 $\dot{}$ 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 ٠ dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, ٠ other than in relation to the next dividend, distribution or interest payment |
$\overline{\text{+ See chapter 19 for defined terms.}}$
- 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)
- 42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)
| Number | +Class |
|---|---|
Quotation agreement
- $\mathbf{1}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
- $\overline{2}$ We warrant the following to ASX.
- The issue of the *securities to be quoted complies with the law and is not for $\bullet$ 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 $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.
+ See chapter 19 for defined terms.
- $\overline{3}$ 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.
- $\overline{4}$ 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.
AnElike
21 December 2006
Sign here:
...................................... (Director/Company secretary)
Print name:
Mark Pitts .......................................
+ See chapter 19 for defined terms.