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Alkane Resources — Capital/Financing Update 2012
Mar 1, 2012
48579_rns_2012-03-01_32b899e4-7f53-486a-9d9c-b5f19a9c2cfe.pdf
Capital/Financing Update
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RESOURCES LTD
ABN 35 000 689 216
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2 March 2012
[Shareholder name] [Shareholder address]
Dear Shareholder
Alkane Resources Ltd – Non-renounceable Entitlement Offer and Share Placement
On 1 March 2012, Alkane Resources Ltd ABN 35 000 689 216 ( Alkane ) announced its intention to raise a total of approximately $107 million, comprising:
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up to $30 million pursuant to a partially underwritten 1 for 10 non-renounceable entitlement offer of fully paid ordinary shares in Alkane ( New Shares ) at an issue price of $1.10 per New Share ( Entitlement Offer );
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$44 million under a placement of 40.3 million Alkane shares to professional and sophisticated investors within the Company's 15% placement capacity under ASX Listing Rule 7.1 at an issue price of $1.10 per Alkane Share ( Unconditional Placement ); and
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subject to obtaining shareholder approval, $33 million under a placement of 30 million Alkane shares to professional and sophisticated investors at an issue price of $1.10 per Alkane share ( Conditional Placement ).
Together, the Unconditional Placement and the Conditional Placement are the Share Placement .
Purpose and use of funds raised
The purpose of the Entitlement Offer and Share Placement is to raise funds to be applied towards the construction and commissioning of the Tomingley Gold Project, preparation of an Environmental Impact Statement and continuing development of the Dubbo Zirconia Project, working capital for general purposes and costs of the capital raising.
Basis of participation
If you are an Eligible Shareholder (as defined below), you will be entitled to apply for 1 New Share at a price of $1.10 per New Share for every 10 Alkane shares held by you at 4.00 pm (Perth time) on 9 March 2012 ( Record Date ) subject to the terms of the Entitlement Offer ( Entitlements ). New Shares issued under the Entitlement Offer will rank equally with existing Alkane shares from issue. Fractional Entitlements will be rounded up to the nearest whole number.
65 Burswood Road, Burswood WA 6100, AUSTRALIA (PO Box 4384, Victoria Park WA 6979, AUSTRALIA) Telephone: +61 8 9227 5677 Facsimile: 61 8 9227 8178 www.alkane.com.au [email protected]
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The full terms of the Entitlement Offer are outlined in the offer booklet that was released to ASX on 1 March 2012. The offer booklet will be mailed to Eligible Shareholders following the Record Date.
The Entitlements are non-renounceable. This means that Entitlements are not transferrable and cannot be sold or traded, and Alkane shareholders will not receive any value in respect of Entitlements that they do not take up or which they are ineligible to receive.
Alkane shares to be issued under the Share Placement will be issued after the Record Date and will therefore not participate in the Entitlement Offer.
Eligible Shareholders
Alkane is making the Entitlement Offer available to Eligible Shareholders only. Eligible Shareholders are those persons who:
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are the registered holder of Alkane shares at 4.00 pm (Perth time) on the Record Date and have a registered address in Australia or New Zealand;
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are not in the United States or a U.S. Person or acting for the account or benefit of a U.S. Person (each as defined in rule 902(k) of the U.S. Securities Act of 1933, as amended); and
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are eligible under all applicable securities laws to receive an offer under the Entitlement Offer without any requirement for a prospectus or offer document to be lodged or registered.
Subject to the following, the Entitlement Offer is not being extended to any Alkane shareholder with a registered address outside Australia and New Zealand. In Alkane's absolute discretion, Alkane may elect to treat as Eligible Shareholders certain shareholders who would otherwise not be Eligible Shareholders because their registered addresses are not in Australia or New Zealand.
Shareholders who are not eligible will not be able to participate in the Entitlement Offer and will not be sent the documents relating to the Entitlement Offer.
Underwriting
Any shortfall under the Entitlement Offer is underwritten (up to an amount of approximately $12.2 million) by Regal Funds Management Pty Ltd ( Regal ). Regal has appointed Gandel Metals Pty Ltd ( Gandel Metals ) as trustee for the Gandel Metals Trust, an investment company associated with Alkane director, Mr Ian Gandel to sub-underwrite its obligations.
No Prospectus
The Entitlement Offer is being made pursuant to section 708AA of the Corporations Act 2001 (Cth) ( Corporations Act ) which permits Alkane to conduct the Entitlement Offer without issuing a prospectus. Instead, Alkane lodged with ASX on 1 March 2012, a notice in accordance with section 708AA(2)(f) of the Corporations Act and Eligible Shareholders will receive an offer booklet, together with a personalised Entitlement and Acceptance Form which contains details of your Entitlement and information detailing how to participate in the Entitlement Offer, on or about 14 March 2012. A copy of the offer booklet was lodged with ASX on 1 March 2012.
Eligible Shareholders should read all of the information contained in the offer booklet carefully before deciding whether to participate in the Entitlement Offer.
Shareholder approval
Shareholder approval is not required for the Entitlement Offer or the Unconditional Placement. The Conditional Placement is subject to obtaining shareholder approval at a general meeting of shareholders to be held on or about 16 April 2012.
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Timetable
| Event | Date |
|---|---|
| Announcement of Entitlement Offer and Share Placement | Thursday, 1 March 2012 |
| Lodgement of Appendix 3B, Entitlement Offer Cleansing Notice and Entitlement Offer | Thursday, 1 March 2012 |
| Booklet with ASX | |
| Existing Alkane shares quoted on an ex-Entitlements basis | Monday, 5 March 2012 |
| Record Date for determining Entitlements under the Entitlement Offer | 4.00 pm (Perth time) |
| Friday,9 March 2012 | |
| Alkane shares issued under Unconditional Placement and holding statements | Wednesday, 14 March 2012 |
| despatched | |
| Entitlement Offer Booklet and Entitlement and Acceptance Forms despatched, and | Wednesday, 14 March 2012 |
| Entitlement Offer open for acceptances | |
| Notice of general meeting sent to Alkane shareholders | Wednesday, 14 March 2012 |
| Closing time for acceptances | 5.00 pm (Perth time) |
| Thursday,29 March 2012 | |
| New Shares under Entitlement Offer quoted on a deferred settlement basis | Friday, 30 March 2012 |
| Shortfall notification | Tuesday, 3 April 2012 |
| New Shares under Entitlement Offer issued and holdingstatements despatched | Tuesday,10 April 2012 |
| New Shares under Entitlement Offer commence trading on ASX on a normal | Wednesday, 11 April 2012 |
| settlement basis | |
| General meeting | Monday,16 April 2012 |
| Alkane shares issued under Conditional Placement (if approved) and holding | Monday, 23 April 2012 |
| statements despatched |
The timetable is indicative only and may change, subject to the requirements of the ASX Listing Rules and the Corporations Act.
Offer document and continuous disclosure
Eligible Shareholders should carefully read the offer booklet that will be sent to them and have regard to all publicly available information on Alkane, including all announcements made by Alkane to ASX. These announcements include Alkane's interim and annual reports, including, Alkane's Half Yearly Report and Accounts for the half year ended 30 June 2011 and Alkane's Quarterly Report dated 18 January 2012. The offer booklet and these announcements are available from Alkane's website, www.alkane.com.au or from ASX's website, www.asx.com.au.
It is anticipated that Alkane's financial statements for the year ended 31 December 2011 will be lodged with ASX on or about 23 March 2012.
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Capital structure
The following table sets out the capital structure of Alkane as at the date of this announcement and on completion of the Entitlement Offer.
| Securities | Number |
|---|---|
| Alkane shares on issue as at the date ofthisnotice | 269,028,158 |
| Issue of Alkane shares underthe Unconditional Placement | 40,300,000 |
| Maximum number of New Shares to be issued under the Entitlement Offer (subject to rounding) |
26,902,815 |
| Issue of Alkane shares underthe Conditional Placement (ifapproved) | 30,000,000 |
| Total Alkane shares on issue immediately following completion of the Entitlement Offer and Share Placement (assuming no other issues of Alkane shares) |
366,230,973 |
The Board is pleased to offer this opportunity to you.
Yours faithfully,
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Chairman
ALKANE RESOURCES LTD
This notice does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States. Persons in the United States and persons acting for the account or benefit of persons in the United States may not access the offer booklet or the other documents relating to the Entitlement Offer.
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