Silver Mines

LSE : SVLP


February 14, 2013 12:37 ET

Issue of Equity

14th February 2013

The Company Announcement Officer
ASX Limited
Exchange Centre
20 Bridge St.
SYDNEY NSW 2000
                                                 
                      CAPITAL RAISING COMPLETED - DRILLING TO START AT WEBBS.

PLACEMENT and SECTION 708 (A) NOTICE

The Directors of Silver Mines Limited ('the Company') are pleased to announce a placement of
27,332,848 fully paid ordinary shares at 4.7 cents per share raising approximately $1.2
million (before costs) and 13,666,424 options to sophisticated and institutional investors.
The options have an exercise price of $0.10 expiring on 13 November 2013.  The Company will
apply to have the options listed.

The Company will lodge an Appendix 3B shortly.

The funds raised will be applied towards exploration drilling programs at the Webbs Project
in New England, Northern New South Wales and working capital. Drilling is scheduled to
commence on Monday February 18th and will consist of a combination of reverse circulation
(RC) and diamond drilling. The drilling is targeting depth extensions to the Webbs High
Grade Silver Deposit which remains completely open at depth (see attached long section and
cross sections).

The Company looks forward to reporting results as soon as they come to hand.

Notice pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth)

In accordance with the requirements with the section 708A(5)(e) of the Corporations Act 2001
(Cth) ('the Act') under which this notice is given, the Company confirms that:
    1       The Company issued the Placement Securities without disclosure to the investors under Part
            6D.2 of the Act.
    2       As at the date of this notice, the Company has complied with:
             2.1    the provisions of Chapter 2M of the Act as they apply to the Company; and
             2.2    section 674 of the Act.
    3       As at the date of this notice, there is no information:
            (a)     that has been excluded from a continuous disclosure notice in accordance with the ASX
                    Listing Rules; and
            (b)     that investors and their professional advisers would reasonably require for the purpose of
                    making an informed assessment of:
                 (i)     the assets and liabilities, financial position and performance, profits and losses and
                         prospects of the Company; or
                 (ii)    the rights and liabilities attaching to the ordinary shares of the Company, to the extent
                         to which it is reasonable for investors and their professional advisers to expect to find the
                         information in a disclosure document.


Yours faithfully


Kevin Lynn
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 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
Silver Mines Limited

ABN
107 452 942

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   Ordinary and Options
       to be issued
       
                                            
 2     Number   of +securities issued  or   27,332,848 Fully Paid Ordinary Shares
       to   be   issued  (if  known)   or   13,666,424 Listed Options
       maximum   number  which   may   be
       issued
       
                                            
 3     Principal     terms     of     the   Fully Paid Ordinary Shares: and
       +securities   (eg,   if   options,   
       exercise  price and  expiry  date;   Listed Options, exercise price 10 cents and expiry
       if  partly  paid +securities,  the   13 November 2013
       amount  outstanding and due  dates   
       for   payment;   if   +convertible   
       securities,  the conversion  price   
       and dates for conversion)            
                                                                                       
                                            
 4     Do  the  +securities rank  equally   Yes
       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         $0.047
       
                                            
 6     Purpose of the issue                 The issue was as a result of a placement
       (If  issued  as consideration  for   professional and sophisticated investors.
       the    acquisition   of    assets,
       clearly identify those assets)
 
                                            
 6a    Is  the entity an +eligible entity   Yes
       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
                                            
 6b    The   date  the  security   holder   19 November 2012
       resolution  under  rule  7.1A  was
       passed
                                            
 6c    Number   of   +securities   issued   16,399,706 Fully Paid Ordinary; and
       without  security holder  approval   8,199,853 Listed Options
       under rule 7.1
                                            
 6d    Number of +securities issued  with   10,933,142 Fully Paid Ordinary and
       security  holder  approval   under   5,466,571 Listed Options
       rule 7.1A
                                            
 6e    Number of +securities issued  with   N/A
       security  holder  approval   under
       rule   7.3,  or  another  specific
       security  holder approval (specify
       date of meeting)
       
                                            
 6f    Number of securities issued  under   N/A
       an exception in rule 7.2
                                            
 6g    If  securities issued  under  rule   The securities were issued above 75% of the 15 day
       7.1A,  was  issue price  at  least   VWAP.
       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.
                                            
 6h    If  securities were  issued  under   N/A
       rule     7.1A     for     non-cash
       consideration,   state   date   on
       which  valuation of  consideration
       was   released   to   ASX   Market
       Announcements
                                            
 6i    Calculate  the entity's  remaining   Nil
       issue capacity under rule 7.1  and
       rule  7.1A  - complete Annexure  1
       and    release   to   ASX   Market
       Announcements
                                            
 7      Dates   of  entering  +securities   14 February 2013
        into  uncertificated holdings  or
        despatch of certificates
           
                                            
                                            Number                    +Class
 8      Number   and   +class   of    all   193,219,939               Fully Paid Ordinary
        +securities   quoted    on    ASX                             Shares
        (including   the  securities   in                             
        section 2 if applicable)                                      
                                            27,806,767                Listed Options exercise
                                                                      price 10 cents, expiry
                                                                      13 November 2013
                                  

                                            Number                    +Class
 9      Number   and   +class   of    all   2,000,000                 Unlisted Options
        +securities  not  quoted  on  ASX                             exercise price 40 cents,
        (including   the  securities   in                             expiry 27 August 2013.
        section 2 if applicable)                                      Vest - 27 August 2011.
                                                                      
                                                                      Unlisted Options
                                            8,500,000                 exercise price 50 cents,
                                                                      expiry 23 December 2015.
                                                                      
                                            
 10     Dividend policy (in the case of a   Unchanged
        trust,  distribution  policy)  on
        the increased capital (interests)


Part 2 - Bonus issue or pro rata issue

 11     Is    security   holder   approval   N/A
        required?
        
                                             
 12     Is  the issue renounceable or non-   N/A
        renounceable?
                                             
 13     Ratio  in  which  the  +securities   N/A
        will be offered
                                             
 14     +Class of +securities to which the   N/A
        offer relates
                                             
 15     +Record    date    to    determine   N/A
        entitlements
                                             
 16     Will    holdings   on    different   N/A
        registers  (or  subregisters)   be
        aggregated     for     calculating
        entitlements?
                                             
 17     Policy  for  deciding entitlements   N/A
        in relation to fractions
        
                                             
 18     Names  of  countries in which  the   N/A
        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   date  for   receipt   of   N/A
        acceptances or renunciations
                                             
 20     Names of any underwriters            N/A
        
        
                                             
 21     Amount of any underwriting fee  or   N/A
        commission
                                             
 22     Names of any brokers to the issue    N/A
        
        
                                             
 23     Fee  or commission payable to  the   N/A
        broker to the issue
                                             
 24     Amount of any handling fee payable   N/A
        to  brokers  who lodge acceptances
        or   renunciations  on  behalf  of
        +security holders
                                             
 25     If  the  issue  is  contingent  on   N/A
        +security  holders' approval,  the
        date of the meeting
                                             
 26     Date  entitlement  and  acceptance   N/A
        form  and  prospectus  or  Product
        Disclosure Statement will be  sent
        to persons entitled
                                             
 27     If  the entity has issued options,   N/A
        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   N/A
        applicable)
                                             
 29     Date  rights trading will end  (if   N/A
        applicable)       
                                             
 30     How   do  +security  holders  sell   N/A
        their entitlements in full through
        a broker?
                                             
 31     How do +security holders sell part   N/A
        of  their  entitlements through  a
        broker and accept for the balance?
                                             

 32     How  do  +security holders dispose   N/A
        of  their entitlements (except  by
        sale through a broker)?
                                             
 33     +Despatch date                       N/A
        
        
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)    X     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


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  N/A
        +quotation is sought
        
                                             
39      Class   of  +securities  for  which  N/A
        quotation is sought
        
                                             
40      Do  the +securities rank equally in  N/A
        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  N/A
        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                     +Class
42      Number    and   +class    of    all  N/A                        
        +securities    quoted    on     ASX
        (including the securities in clause
        38)
        
        
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: 14th February 2013
                (Company secretary)


Print name:      Kevin Lynn

                                          == == == == ==
                                                 
                                                 
                                     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  136,106,468 Fully Paid Ordinary Shares
on issue 12 months before date of issue or
agreement to issue

Add the following:           
                    
*  Number of fully paid ordinary securities      
   issued in that 12 month period under an       27,890,623 Fully Paid Ordinary Shares
   exception in rule 7.2

*  Number of fully paid ordinary securities
   issued in that 12 month period with
   shareholder approval

*  Number of partly paid ordinary securities
   that became fully paid in that 12 month
   period

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       Nil
securities cancelled during that 12 month
period

"A"                                              163,997,091 Fully Paid Ordinary Shares

Step 2: Calculate 15% of "A"

"B"                                              0.15

                                                 [Note: this value cannot be changed]

Multiply "A" by 0.15                             24,599,564 Securities

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     Nil
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

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"                                              24,599,564 Securities

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15                                       24,599,564 Securities

Note: number must be same as shown in Step 2

Subtract "C"                                     24,599,564 Securities

Note: number must be same as shown in Step 3

Total ["A" x 0.15] - "C"                         Nil

                                                 [Note: this is the remaining placement capacity
                                                 under rule 7.1]

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"                                              163,997,091 Fully Paid Ordinary Shares

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                             16,399,709 Securities

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     Nil
agreed to be issued in that 12 month period
under rule 7.1A

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"                                              16,399,709 Securities


Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10                                       16,399,709 Securities

Note: number must be same as shown in Step 2

Subtract "E"                                     16,399,709 Securities

Note: number must be same as shown in Step 3

Total ["A" x 0.10] - "E"                         Nil

                                                 Note: this is the remaining placement capacity
                                                 under rule 7.1A

+ See chapter 19 for defined terms.

Contact Information

  • Silver Mines