14th December 2016
ASX ANNOUNCEMENT
CLEANSING NOTICE
TerraCom Limited (TerraCom or the Company) (ASX: TER) confirms, as previously announced on 8th February 2016, that following successful investor roadshows in Australia and Asia it has finalised a placement of A$4.0 million to new and existing Institutional and Sophisticated investors. The issue price per share is $0.03 which has resulted in 133,333,333 fully paid ordinary shares (Shares) being issued on 14 December 2016.
In accordance with the requirements of Section 708A(6) of the Corporations Act 2001 (Cth)
(Corporations Act), the Company provides notice to ASX that:
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The shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act.
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This notice is being given under Section 708A(5)(e) of the Corporations Act.
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As at the date of this notice, the Company has complied with:
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The provisions of Chapter 2M of the Corporations Act as they apply to it; and
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Section 674 of the Corporations Act.
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As at the date of this notice, there is no excluded information, as defined in Section 708A(7) and 708A(8) of the Corporations Act.
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Cameron McRae
Executive Chairman
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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, 04/03/13
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Name of entity
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Terracom Limited (the Company)
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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).
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1
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+Class of +securities issued or to be issued
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Ordinary shares.
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2
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Number of +securities issued or to be issued (if known) or maximum number which may be issued
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133,333,333 fully paid ordinary shares.
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3
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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)
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133,333,333 fully paid ordinary shares.
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4
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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:
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the date from which they do
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the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
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the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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Fully paid ordinary shares will rank equally in all respects with existing ordinary shares.
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5
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Issue price or consideration
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133,333,333 ordinary shares issued at a placement issue price of $0.03 per ordinary share.
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6
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Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
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Ordinary shares issued as per Placement Agreement.
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6a
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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
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Yes.
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6b
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The date the security holder resolution under rule 7.1A was passed
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30 November 2016.
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6c
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Number of +securities issued without security holder approval under rule 7.1
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133,333,333.
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6d
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Number of +securities issued with security holder approval under rule 7.1A
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Not Applicable.
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+ See chapter 19 for defined terms.
Appendix 3B Page 2 04/03/2013
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6e
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Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
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Not Applicable.
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6f
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Number of +securities issued under an exception in rule 7.2
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Not Applicable.
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6g
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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.
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Not Applicable.
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6h
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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
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Not applicable.
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6i
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Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
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Under LR 7.1 - 253,906,700 Under LR 7.1A - 258,160,022
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