Announcement PDF ASX Announcement – 30 April 2015 RESULTS OF ENTITLEMENT OFFER Variscan Mines Limited (ASX: VAR) (“the Company”) is pleased to announce the result of its prorata renounceable Entitlement Offer of New Shares whereby shareholders were offered 4 shares for every 3 fully paid ordinary shares (“Shares”) held in the Company on 30 March 2015 (“Record Date”) at an issue price of $0.015 per New Share and one option (“New Option”) for every New Share subscribed for at an exercise price equal to the Offer Price and expiring two years after the date of issue (“Entitlement Offer”). The Closing date for the Offer was 27 April 2015. Eligible Shareholders (shareholders with a registered address in Australia, New Zealand and Singapore on the Record Date) were able to apply for New Shares above their entitlement under the Shortfall Offer. A total of 130,682,738 Shares were subscribed for (2,967,944 shares of the total were subscribed for under the Shortfall Offer) representing approximately 55.8% of available entitlements. Accordingly on 4 May 2015 the Company will issue 130,682,738 ordinary shares at $0.015 each and 130,682,738 options exercisable at $0.015 each and expiring on 4 May 2017. The maximum number of New Shares that were available to be issued under the Entitlement Offer was 234,316,347 together with 234,316,347 New Options. The Entitlement Offer was undersubscribed by 103,633,609 Shares (and 103,633,609 Options) and as stated in the Prospectus the Company will look to place the remaining shortfall within 3 months of the Entitlement Offer on the same terms and conditions. The total amount raised under the Entitlement Offer was $1,960,241 before costs. The primary purpose of the Entitlement Offer was to raise funds to continue with its successful strategy of identifying and securing advanced projects in Europe (notably France) and initiating exploration to define economic deposits. The Company has applied to the ASX for Official Quotation of the New Shares and New Options. The New Shares commenced trading on a deferred settlement basis on 21 April 2015 and Holding Statements are scheduled to be despatched on 4 May 2015. An Appendix 3B for the issue of the Entitlement Shares and Options is attached. Yours faithfully Greg Jones Managing Director ASX Code: VAR Web - www.variscan.com.au Appendix 3B Rule 2.7, 3.10.3, 3.10.4, 3.10.5 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 Name of entity VARISCAN MINES LIMITED ABN 16 003 254 395 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 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued A) Fully paid ordinary shares B) Options expiring on 4 May 2017. Shares and Options to be issued on 4 May 2015 130,682,738 fully paid ordinary shares (Entitlement Shares) and 130,682,738 options (Entitlement Options) to be issued under the pro rata renounceable entitlement offer (Entitlement Offer) as detailed in the announcement and prospectus lodged with ASX on 24 March 2015. Where fractions arose in the calculation of shareholders’ entitlements under the Entitlement Offer entitlements were rounded down to the nearest whole number – See section 2.1 of the Prospectus. 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for +convertible payment; if securities, the conversion price and dates for conversion) The Entitlement Shares are fully paid ordinary shares The Entitlement Options are exercisable at a price of $0.015 and will expire on 4 May 2017. The full terms and conditions are set out in the prospectus lodged with ASIC and ASX on 24 March 2015. 4 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 5 Issue price or consideration Yes – the Entitlement Shares rank equally with existing fully paid ordinary shares. The Entitlement Options form part of a new class of options for which quotation is being sought. A) $0.015 per Entitlement Share B) Nil consideration for the issue of the Entitlement Options (however the option exercise price is $0.015) 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) Proceeds of the Entitlement Offer will be used to continue with the company’s successful strategy of identifying and applying for advanced projects in Europe (notably France) and initiating exploration work to define economic deposits. Further details on the use of funds are set out in Sections 5.1 and 5.5 of the Prospectus lodged with ASX on 24 March 2015 + See chapter 19 for defined terms. Appendix 3B Page 2 01/08/2012 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? Yes If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 27 November 2014 6c Number of +securities issued without security holder approval under rule 7.1 Nil 6d Number of +securities issued with security holder approval under rule 7.1A Nil 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) Nil 6f Number of securities issued under an exception in rule 7.2 130,682,738 Ordinary Shares – this issue 130,682,738 Options – this issue 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 Refer Annexure 1 7 8 Dates of entering +securities into uncertificated holdings or despatch of certificates 4 May 2015 Number and +class of +securities quoted on ASX (including the securities in section 2 if applicable) 10 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Ordinary Shares 130,682,738 Number 9 +Class Number all 306,420,330 Options exercisable at $0.015 expiring on 4 May 2017 +Class 6,250,000 25 November 2015 Options – exercise price 30 cents 4,650,000 25 November 2015 Options – Employee Share Option Plan exercise price 30 cents 2,300,000 31 October 2015 Options – Employee Share Option Plan exercise price 14 cents 10,000,000 4 December 2017 Directors Options –exercise price 7 cents 5,650,000 4 December 2017 Options – Employee Share Option Plan exercise price 7 cents N/A Part 2 - Bonus issue or pro rata issue 11 Is security required? holder approval 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the will be offered +securities + See chapter 19 for defined terms. Appendix 3B Page 4 01/08/2012 14 +Class of +securities to which the offer relates 15 +Record 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 offer documents date entitlements to determine Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt acceptances or renunciations of 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 offer documents 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? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue 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) 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 The Entitlement Options will form a new class of security and the details below will be provided at the time of issue. + See chapter 19 for defined terms. Appendix 3B Page 6 01/08/2012 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 42 +Class Number and +class of all +securities quoted on ASX (including the securities in clause 38) + See chapter 19 for defined terms. Appendix 3B Page 8 01/08/2012 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. Sign here: Date: 30 April 2015 Company secretary Print name: Ivo Polovineo + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 9 Appendix 3B – Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities Introduced 01/08/12 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 date of issue or agreement to issue 175,737,592 Add the following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 130,682,738 – this issue • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval Nil • Number of partly paid ordinary securities that became fully paid in that 12 month period Nil 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 Subtract the number of fully paid ordinary securities cancelled during that 12 month period Nil “A” 306,420,330 + See chapter 19 for defined terms. Appendix 3B Page 10 01/08/2012 Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 45,963,304 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 Nil 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 “C” Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 45,963,304 Note: number must be same as shown in Step 2 Subtract “C” Note: number must be same as shown in Step 3 Nil Total [“A” x 0.15] – “C” 45,963,304 [Note: this is the remaining placement capacity under rule 7.1] + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 11 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” 306,420,330 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 30,642,033 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 Nil 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” Nil + See chapter 19 for defined terms. Appendix 3B Page 12 01/08/2012 Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 30,642,033 Note: number must be same as shown in Step 2 Subtract “E” Nil Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” 30,642,033 Note: this is the remaining placement capacity under rule 7.1A + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 13