Proposed issue of securities - FFF
Released
Released
Announcement PDF
Appendix 3B - Proposed issue of securities
Announcement Summary
Entity name
FORBIDDEN FOODS LIMITED
Announcement Type
New announcement
Date of this announcement
14/8/2024
The Proposed issue is:
A placement or other type of issue
Total number of +securities proposed to be issued for a placement or other type of issue
Maximum Number of
+securities to be issued
ASX +security code
+Security description
New class-code to be
confirmed
Unlisted options with an exercise price of $0.015 expiring 3
years from allotment date.
53,083,333
FFF
ORDINARY FULLY PAID
54,166,667
Proposed +issue date
22/8/2024
Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
Part 1 - Entity and announcement details
1.1 Name of +Entity
FORBIDDEN FOODS LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees
to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in
Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also
apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set
out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under
the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
Registration Number
ABN
82616507334
1.3 ASX issuer code
FFF
1.4 The announcement is
New announcement
1.5 Date of this announcement
14/8/2024
1.6 The Proposed issue is:
A placement or other type of issue
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
type of issue can proceed on an unconditional basis?
Yes
7A.1a Conditions
Approval/Condition
Date for determination
+Security holder approval
19/9/2024
Is the date estimated or
actual?
** Approval
received/condition met?
Estimated
No
Comments
22,965,136 shares to be issued without prior shareholder approval under Listing Rules 7.1 (Tranche1).
31,201,531 shares to be issued subject to shareholder approval including Director Placement shares (Tranche 2).
27,083,333 attaching placement options to be issued subject to shareholder approval including Directors placement
options.
26,000,000 lead manager options to be issued subject to shareholder approval.
Part 7B - Issue details
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Existing class
Will the proposed issue of this
+security include an offer of
attaching +securities?
Yes
Details of +securities proposed to be issued
ASX +security code and description
FFF : ORDINARY FULLY PAID
Number of +securities proposed to be issued
54,166,667
Offer price details
Are the +securities proposed to be issued being issued for a cash
consideration?
Yes
In what currency is the cash
consideration being paid?
What is the issue price per
+security?
AUD - Australian Dollar
AUD 0.01200
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Appendix 3B - Proposed issue of securities
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes
Attaching +Security
Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX)
or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)?
New class
Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)
Details of attaching +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of
of the proposed +securities are appropriate and
+securities on ASX?
No
equitable under listing rule 6.1?
Yes
ASX +security code
+Security description
New class-code to be confirmed
Unlisted options with an exercise price of $0.015 expiring 3
years from allotment date.
+Security type
Options
Number of +securities proposed to be issued
53,083,333
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
Up to 27,083,333 options are being issued as free-attaching options, on the basis of 1 option for every 2 shares issued
under the placement announced to market on 14 August 2024.
26,000,000 options are being issued to the Lead Manager to the Placement in consideration for the services provided by
the Lead Manager under the lead manager mandate.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
0.000001
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
Options details
+Security currency
AUD - Australian Dollar
Exercise price
Appendix 3B - Proposed issue of securities
Expiry date
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Appendix 3B - Proposed issue of securities
Exercise price
Expiry date
AUD 0.0150
24/9/2027
Details of the type of +security that will be issued if the option is exercised
FFF : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
One fully paid ordinary share for each option exercised
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
Please see ASX announcement dated 14 August 2024
Part 7C - Timetable
7C.1 Proposed +issue date
22/8/2024
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
Yes
7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
19/9/2024
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
Yes
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
No
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
Yes
7E.1a Who is the lead manager/broker?
JP Equity Holding Pty Ltd
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
A fee of 6% of the total funds raised under each tranche of the placement plus 26,000,000 advisor options.
7E.2 Is the proposed issue to be underwritten?
No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
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Appendix 3B - Proposed issue of securities
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
The proceeds from the issue of the Placement shares are intended to be used by the Company to satisfy transaction
costs associated with the OMG Acquisition and general working capital.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
No
7F.2 Any other information the entity wishes to provide about the proposed issue
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with
the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)
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