Corporate finance deals Mar 12 to 16 2018

Emerging Western Australian nickel company St George Mining is pleased to announce it has successfully raised $4.0 million from institutional and sophisticated investors via a placement at an issue price of $0.18 per share.

Woodside Petroleum today announced the closing of the retail component of its fully underwritten 1 for 9 pro rata accelerated renounceable entitlement offer with retail rights trading of new Woodside ordinary shares. Close of the Retail Entitlement Offer represents the second stage of Woodside’s $2.5 billion equity raising, which was announced on Wednesday, 14 February 2018. Eligible retail shareholders were provided with a number of options for how they could deal with their entitlements under the Retail Entitlement Offer with approximately 85,000 retail shareholders electing to partially or fully take up their entitlements under the Retail Entitlement Offer. The Retail Entitlement Offer closed on 7 March 2018 with eligible retail shareholders subscribing for approximately 21.4 million New Shares (approximately $578 million) and representing a take-up rate of approximately 60%. In addition, Retail Entitlements worth approximately $12 million were traded on the ASX between 19 February 2018 and 28 February 2018, in a range between $1.12 and $2.58. The volume weighted average price for Retail Entitlements traded during this period was $1.80.

Image Resources is pleased to announce its Equity Raising (see ASX release 11 March 2018) has closed fully subscribed. The AU$25m Equity Raising was launched on 11 March 2018 with Euroz Securities, the Sole Lead Manager and Sole Bookrunner. Demand has come from new and existing investors. In accordance with the Subscription Deed with Vestpro International (see ASX release 11 March 2018), Vestpro will be subscribing for 131,936,921 Shares ($13,193,692.10) under the Equity Raising.

Australian resources and investment company, Cape Lambert Resources is pleased to announce that it will be undertaking a placement of up to 37,036,361 fully paid ordinary shares, at an issue price of $0.055 per Share to raise proceeds of up to approximately $2.0million. The Company will also be issuing one free attaching unquoted option for every two shares applied for under the Placement as well as issuing 5 million options to facilitators of the Placement which are exercisable at $0.07 expiring 2 years from the date of issue.

Newfield Resources is proposing to undertake a further placement to raise an additional $3 million (in addition to the $7 million placement announced in February), by the issuance of 15 million shares at $0.20 per share. Newfield is seeking shareholder approval for the issue of these 15 million shares at the general meeting to be held on 11 April 2018.

Race Oncology announced today the successful completion of a placement of 9,872,062 new ordinary shares at an issue price of $0.32 per share to professional and sophisticated investors to raise $3.159 million before costs. The Placement was heavily oversubscribed, due to significant demand from investors. The Placement price of $0.32 represented a 13.5% discount to the last closing price on 7 March 2018.

Advanced materials company, First Graphene is pleased to advise it has received firm commitments for a placement of shares at $0.18 raising $3.2 million. The issue of the 17.7m shares and option securities is within the Company’s capacity under Listing Rule 7.1 and will not require shareholder approval. Each share issued will have attached FGROC options on a 1 for 2 ratio.

Veris is pleased to announce the acquisition of Elton Consulting, a market leader in professional and advisory services in urban and regional planning, strategic communications and engagement, strategy and policy and social sustainability  Acquisition of 100% of the shares in Elton Consulting Group Pty Ltd.  Cash: $9.0m payable at completion. The cash consideration will be funded in part from a drawdown of Veris’ acquisition facility with Commonwealth Bank of Australia.  Veris shares: $3.0m of Veris shares at an issue price equal to the 5-day pre and 5-day post announcement volume weighted average price. The shares will be subject to voluntary escrow for two years (to be issued under the company’s 15% capacity in accordance with ASX Listing Rule 7.1).  Performance payments: up to $2.0m over two years (up to $1.0m per annum) payable 50% in cash and 50% in Veris shares. The annual payment will be $0.5m if EBITDA is $2.6m, then $1 for each $1 of EBITDA above $2.6m to a maximum payment of $1.0m (i.e. maximum performance payment is at $3.1m EBITDA).  Deferred payments: $1.0m in cash and $1.0m in Veris shares (at 30-day VWAP prior to issuance) two years after completion.

Technology Metals Australia is pleased to announce a placement of 10,000,000 fully paid ordinary shares at a price of $0.30 per share

Sky and Space Global is pleased to announce that is has received binding commitments for a significantly oversubscribed Placement of $10 million, which was targeting to raise a minimum of $7,500,000 from exempt 708 professional and sophisticated investors at 12 cents per ordinary share. In addition, the Company is today launching a fully underwritten Share Purchase Plan, to enable existing Sky and Space Global shareholders as at 12 March 2018 to participate on the same terms and purchase up to $15,000 per shareholder at 12 cents per ordinary share

Raiden Resources is pleased to announce that it (together with its wholly owned subsidiaries Kingstown Resources D.O.O. Beograd and Skarnore Resources D.O.O. Beograd) have entered into an Earn-in and Joint Venture Agreement with Rio Tinto Mining and Exploration, a member of the Rio Tinto Group. This Agreement covers the Company’s Zapadni Majdanpek, Majdanpek Pojas and Donje Nevlje exploration licences located in Serbia

Arrowhead Resources is pleased to advise that investor interest for its $5 million public offer has been very keen. Bids were scaled back and the Company has received over-subscriptions for the Offer. This has included support from existing shareholders. The fundraising process is complete. No further applications will now be accepted

ABM Resources is pleased to announce that the Company has received binding commitments from new and existing sophisticated and professional shareholders for a private placement of 60,443,531 fully paid ordinary shares at $0.10 a share to raise $6,044,531. Notably, St Barbara Limited has joined the register.

‘Sharing Economy’ and ‘Communications as a Service’ pioneer Norwood Systems is pleased to announce it has received firm commitments for a single tranche placement to sophisticated and professional investors of 80.0 million fully paid ordinary shares at an issue price of 1.25 cents per Share to raise gross proceeds of $1.0 million under its Listing Rule 7.1A placement capacity. Accordingly, no shareholder approval is required for the Placement. Settlement date for the Placement is anticipated to be Wednesday, 21 March 2018. Norwood has also launched a fully underwritten Share Purchase Plan to raise a further $1.0 million, at the same price as the Placement (1.25 cents per share). The record date for determining shareholders’ entitlement to participate in the SPP was 5:00pm (WST) on Tuesday, 13 March 2018.

Medical technology company Proteomics International Laboratories has secured commitments to raise $3.4 million from exercise of its Options expiring 31 March 2018. The total number of PIQO options on issue at 31 December 2017 was 17,231,856, with the potential to raise $3.4 million if fully exercised. Proteomics International has entered into an agreement with Alto Capital to underwrite the last $2 million of any shares arising from Options not taken up by existing Option holders. Early exercise of Options from existing holders has already raised $430,146. The Directors have also undertaken to exercise their options to raise another $1 million.

Magmatic Resources has entered into a binding agreement with Montezuma Mining Company to acquire 100% of E38/2961, a key landholding at the Mt Venn Intrusion, east of Laverton in WA In consideration for the acquisition of E38/2961 Magmatic has agreed the following payment structure with Montezuma:  On acquisition of E38/2961 Magmatic will pay to Montezuma $250,000 in cash and $425,000 in ordinary fully paid MAG shares;  Should Magmatic define a JORC 2012 Mineral Resource of 20Mt @ >= 1% CuEq at E38/2961, Magmatic will pay to Montezuma $350,000 in cash and $350,000 in ordinary fully paid MAG shares;  Should Magmatic make a Decision to Mine at E38/2961, Magmatic will pay to Montezuma $350,000 in cash and $350,000 in ordinary fully paid MAG shares;  Montezuma will retain a 2.0% Net Smelter Royalty on production at E38/2961. Magmatic has been granted a buyback option over the NSR which can be exercised at any time in return for an $5,000,000 cash payment to Montezuma.  Magmatic must expend a minimum of $500,000 on exploration at E38/2961 within the first 18 months following acquisition. Should Magmatic not reach the required expenditure, Magmatic can elect to pay to Montezuma the difference between actual incurred expenditure and $500,000 or Montezuma will regain tenure at E38/2961.

Alchemy Resources is pleased to announce it has signed a binding option agreement with Heron Resources to include licences EL8631 (Nyngan) and ELA5600 (Woodsreef) (Figure 1) into the existing Alchemy / Heron NSW Farm-In and Joint Venture Agreement, enabling Alchemy to earn up to an 80% interest in both licences.

Transaction Solutions International is pleased to announce it is undertaking a private placement to strategic, sophisticated and professional investors, having received firm commitments for a total of $530,000 (before costs) through the issue of 48,181,818 fully paid ordinary shares at $0.011 per share, with a 1 for 1 free attaching unlisted option, exercisable at $0.017 within 24 months from date of issue. The issue price of $0.011 per share is a 22% premium to TSN's closing price on 13 March 2018 and a 9% premium to the 20-day VWAP. The proceeds of the Placement will be used to further TSN’s cybersecurity acquisition model and general working capital.

Threat Protect Australia is pleased to announce the next phase of its growth strategy having entered into a Share Purchase Agreement to acquire Security Alarm Monitoring Service Pty Ltd, a South Australian based security services business for approximately $8.0m.

Pacifico Minerals is pleased to report it has entered into a Binding Option and Terms to Purchase agreement to acquire all the issued capital in Minera GS S.A. de C.V., a privately held gold mining and exploration company incorporated in Mexico that holds 100% of the mineral rights within the prospective tenement T.243345. Should Pacifico elect to exercise the Option, Pacifico will pay to the Vendor a total of US$250,000 and 20,000,000 fully paid ordinary shares in the issued capital of Pacifico. On or before the exercise of the Option, should the gold price on the London Metals Exchange reach US$1,500/ounce, Pacifico will issue the Vendors an additional 10,000,000 fully paid ordinary shares in the issued capital of the Company at the time of exercise of the option. The Vendor shall receive $1,000,000 in cash upon the delineation of a JORC 500,000 oz Au equivalent Indicated Resource. In addition, the Vendor shall receive $3,000,000 in cash upon the completion of a bankable feasibility study confirming >1,000,000 oz Au equivalent Indicated Resource.

Neometals is pleased to announce that it has executed binding agreements to acquire 100% of the lithium rights of the Mt Edwards Lithium Project, for cash consideration of $2.5M and additional contingent payments upon satisfaction of certain milestones and a royalty as described below. As part of the acquisition, Neometals will also acquire the underlying tenure to all of the tenements comprising the Mt Edwards Lithium Project (other than M15/87), together with some neighbouring tenements and the nickel rights on an adjoining nickel rights package. Under the transaction, Neometals will acquire: 1. the 75% lithium rights owned on 20 tenements held by Mt Edwards Lithium Pty Ltd, and one exploration licence held by MEL, via the acquisition of all of the issued capital in MEL from ASX listed company Estrella Resources; 2. the balance of those lithium rights by acquiring ownership of 19 of the tenements on which MEL’s lithium rights are held from Apollo Phoenix Resources Pty Ltd, and 25% of the lithium rights on mining lease M15/87 from Estrella’s other wholly owned subsidiary WA Nickel Pty Ltd; and 3. an additional 3 tenements owned by Apollo and Apollo’s nickel rights on 14 neighbouring tenements the acquisition of MEL, the 2 Estrella tenements and the 25% lithium rights on M15/87, Neometals will pay Estrella the following consideration: a. $700,000 on completion of the acquisition; b. $1,000,000 upon definition of a JORC resource of 2,000,000 tonnes of ore at greater than 1% of Li2O (uncut) on the lithium rights tenements; c. $1,000,000 upon the processing of 2,000,000 tonnes of ore at greater than 1% of Li2O (uncut) from the lithium rights tenements; and d. a royalty in the amount of $0.50 per tonne of 75% of the amount of lithium bearing ore processed from the lithium rights tenements; and for acquisition of Apollo’s tenements and nickel rights, $1.8M on completion of the transfer of all assets. Neometals has also agreed to an on-sale right, whereby Neometals would pay Apollo 15% of any value uplift, if Neometals sold the tenement package to a third party within 24 months.

Eneabba Gas is pleased to announce that it has entered into a binding heads of agreement (Heads of Agreement) to acquire all of the securities in Domingo Lithium Pty Ltd. The company intends to recapitalise in order to recomply with ASX listing rules via a $3 million public offer of 100 million shares at 3 cents a share. Consideration for the acquisition will be the issue of 179,166,667 shares to Domingo’s shareholders.

Aruma Resources is pleased to announce it has entered into a binding Sale and Purchase Agreement with Westgold Resources to acquire 100% of the Trojan Gold Project (ML25/104) approximately 55km south east of Kalgoorlie in Western Australia. Aruma has entered into a Sale and Purchase Agreement with HBJ Minerals Pty Ltd, a 100%-owned subsidiary of Westgold Resources, whereby Aruma has agreed to acquire 100% of the Trojan Gold Project. Aruma is required to issue 6,000,000 fully paid ordinary shares (worth $150,000 on the day of announcement) in Aruma Resources to Westgold Resources (or its nominee) as payment in full for the Project.

Triton Minerals has today announced an equity capital raising of approximately $5.2m comprising: • Placement: Triton has received firm commitments for a single tranche placement to institutional and professional investors of 12.5 million new fully paid ordinary shares in the Company to raise $1.0 million all to be placed under Listing Rule 7.1 placement capacity. The Placement is expected to settle on 22 March 2018. Somers and Partners Pty Ltd is acting as Lead Manager to the Placement. • Entitlement Issue: a pro rata non-renounceable entitlement issue of one (1) Share for every fifteen (15) Shares held by eligible shareholders on the record date to raise approximately $4.2 million (Entitlement Issue). The Entitlement Issue is fully underwritten by Somers.

Race Oncology advises that due to demand for its share placement announced to the market on 12 March 2018, the Company has agreed to accommodate an additional $480,000 in firm commitments for 1,500,000 shares under the placement. This brings the total funds to be raised under the placement to $3.639 million.

Peppermint Innovation today announced it has signed an exclusive option to acquire Australian based international remittance business AusRemit Pty Ltd (trading as RemitWisely). Under the terms of the agreement, Peppermint has exclusive rights to acquire 100% of AusRemit shares for a purchase price comprising 50 per cent Peppermint shares and 50 per cent cash. The final purchase price will be calculated on a multiple of three times AusRemit’s earnings before interest tax depreciation and amortisation, or an agreed minimum of AUD$560,000 (based on costs to build the business to date), whichever is the greater.

A letter of intent has been signed with TSXV-listed Global Energy Metals Corporation to divest 100% interest in 8 non-contiguous sub blocks within Hammer’s Mount Isa portfolio subject to a 60 day due diligence period. • Upfront consideration (in CAD) of $80,000 Cash upon signing plus $300,000 in common shares in GEMC at $0.25 or the 5 day average price per share from final TSX-V acceptance of transaction. • Minimum 24 month expenditure of $1,000,000 with a penalty payment of $100,000 in cash and $250,000 in common shares also based on a 5 day VWAP • Completion of a 43-101 compliant resource will result in GEMC issuing Hammer a further $250,000 shares in GEMC based upon a 5 day VWAP from the date of report filing. • Hammer will retain a 1.5% NSR.

Force Commodities is pleased to advise that it has entered into an agreement to sell its Mt Adrah Gold Project tenements in New South Wales, for consideration of up to $500,000, half in cash and half in shares, to Wildcat Resources Pty Ltd (ACN 624 787 417) and Rock the Polo Pty Ltd (ACN 152 401 011), together referred to as the Purchasers; pursuant to an introduction by Mr Charles Thomas of specialist corporate advisory and venture capital firm GTT Ventures Pty Ltd.

Crusader, the independent gold explorer and developer, announces a proposed placing of new ordinary shares in the Company to institutional and other investors to raise, subject to Admission and the satisfaction of certain other conditions, a minimum of £4.3 million (US$6 million) and a maximum of £10.8 million (US$15 million), before expenses. The Placing is being conducted through an accelerated bookbuilding process at the Issue Price, being a price per share of 3.4 pence sterling (equivalent to 6 Australian cents). In addition, Placees are to be granted a share warrant to subscribe for such number of new Ordinary Shares as is equal to half of the number of Placing Shares subscribed by that Placee under the Placing. The Warrant is exerciseable at any time during the period of twenty four months following Admission at an exercise price equal to the Issue Price.

Calima Energy is pleased to announce it has received binding commitments to raise a total of $3,517,625 (before costs) through an over-subscribed private placement to various sophisticated and professional investors. The placement will be completed through the issue of 63,956,820 fully paid ordinary shares in the Company at an issue price of $0.055 per share, which represents a 9.8% discount to the closing price of the Company's shares on 12 March 2018

Draig Resources is pleased to announce that it has completed an over-subscribed $8.0 million placement for 40.0 million shares at $0.20 per share. The Placement was fully underwritten and was undertaken pursuant to ASX Listing Rule 7.1 and 7.1A.

POZ Minerals is pleased to announce that its $500,000 Share Purchase Plan closed on 14 March 2018 heavily oversubscribed. The applications were received from shareholders who together own approximately half of all the shares of the Company on issue

GTI Resources is pleased to advise that the Company has entered into a mandate with CPS Capital Group Pty Ltd for an initial firm capital raising of $395,675 through the placement of 23,275,000 ordinary fully paid shares in the Company at an issue price of 1.7 cents. The Tranche 1 Placement is expected to be completed by 23 March 2018.

Santa Fe Minerals is pleased to announce that the acquisition of exploration licences E59/2257 and E59/2259 from Gunex Pty Ltd as first announced to ASX on 1 March, 2018, has now completed.