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COPPERMOLY LIMITED — Capital/Financing Update 2014
Apr 22, 2014
64690_rns_2014-04-22_5c40008b-0ecc-4d8a-8967-f9b707e75d2a.pdf
Capital/Financing Update
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ADDRESS PHONE PO Box 6965 +61 (07) 5592 1001 Gold Coast Mail Centre FAX Qld 9726 Australia +61 (07) 5592 1011 EMAIL ABN 54 126 490 855 [email protected] WEBSITE www.coppermoly.com.au
ASX Announcement
Date: 23 April 2014
ASX Code: COY
Letter to Ineligible Shareholders
We advise that Coppermoly Limited has today sent the attached letter to those shareholders that are not resident in Australia, New Zealand, Malaysia or British Columbia, Canada in connection with the non-renounceable pro-rata entitlement offer announced to the ASX on 8 April 2014.
Yours sincerely Coppermoly Ltd
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Paul Schultz Company Secretary
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23 April 2014
ADDRESS PHONE PO Box 6965 +61(07) 5592 1001 Gold Coast Mail Centre FAX Qld 9726 Australia +61 (07) 5592 1011 EMAIL ABN 54 126 490 855 [email protected] WEBSITE www.coppermoly.com.au
Dear Shareholder
Notice to Ineligible Shareholders – 1 for 1 non-renounceable entitlement offer
On 8 April 2014, Coppermoly Limited ( Coppermoly ) announced its intention to undertake a nonrenounceable pro-rata entitlement offer, whereby Eligible Shareholders (as defined overleaf) will be offered the opportunity to acquire one new fully paid ordinary share in Coppermoly ( New Share ) for every one Share held as at the Record Date at an issue price of $0.02 per New Share, with no minimum subscription ( Offer ).
Eligible Shareholders will also receive one option to acquire a further Share for every three New Shares issued for no additional consideration ( Attaching Options ). The Attaching Options will have an exercise price of $0.05 and will be exercisable at any time prior to 5:00pm AEST on 1 July 2015.
Eligible Shareholders will also be entitled to subscribe for any New Shares that are not taken up by other Eligible Shareholders in accordance with the Offer ( Shareholder Shortfall Offer ). Any New Shares not taken up by Eligible Shareholders under the Shareholder Shortfall Offer may be offered to investors who are not Eligible Shareholders under the Investor Shortfall Offer.
The Record Date for the Offer is 7.00pm (AEST) on Friday, 2 May 2014 ( Record Date ). Please note that Shares will be quoted on an ‘ex’ basis from Wednesday, 30 April 2014, and therefore any Shares bought on market on or after this date will not be entitled to participate in the Offer.
This letter is to inform you about the Offer and Shareholder Shortfall Offer and to explain why you will not be able to subscribe for Shares under the Offer and Shareholder Shortfall Offer. This letter is not an offer to issue Shares to you, nor an invitation for you to apply for Shares made under the Offer and Shareholder Shortfall Offer.
You are not required to do anything in response to this letter. Further details regarding the Offer, Shareholder Shortfall Offer and Investor Shortfall Offer are set out in the prospectus for the Offer that was lodged with ASIC on Tuesday 22 April 2014 (“Prospectus”).
Coppermoly has determined not to extend the Offer and Shareholder Shortfall Offer to persons outside of Australia, New Zealand, Malaysia and, subject to any required regulatory approvals, British Columbia, Canada, in accordance with the ASX Listing Rules and the Corporations Act 2001 (Cth), after considering:
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the legal and regulatory requirements for making or extending the Offer and Shareholder Shortfall Offer to places outside Australia, New Zealand, Malaysia and British Columbia, Canada;
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the cost of complying with those legal and regulatory requirements; and
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the number of Shareholders in places outside Australia, New Zealand, Malaysia and British Columbia, Canada and the number and value of Shares which would otherwise be offered to those persons.
Unfortunately, according to Coppermoly’s records, you do not satisfy the eligibility criteria for an Eligible Shareholder (defined below), and Coppermoly wishes to advise you that it will not be extending the Offer to you and you will not be able to subscribe for Shares pursuant to the Offer or Shareholder Shortfall Offer and you will not be sent any further documents relating to the Offer.
Summary of Key Features of the Offer and Shareholder Shortfall Offer
The Offer and Shareholder Shortfall Offer are open to Shareholders that are registered on Coppermoly’s register of members as at 7.00pm (AEST) on the Record Date as having a registered address in Australia, New Zealand, Malaysia, and subject to any required regulatory approvals, British Columbia, Canada ( Eligible Shareholders ).
The Offer is non-renounceable, meaning that Eligible Shareholders will not be able to transfer their entitlements under the Offer and, if they do not take up their entitlements under the Offer, will be diluted.
Eligible Shareholders will also be able to subscribe for any New Shares that are not taken up by other Eligible Shareholders in accordance with the Shareholder Shortfall Offer. Applications under the Shareholder
Shortfall Offer will only be satisfied to the extent that there is a shortfall under the Offer and will be subject to the terms and conditions outlined in the Prospectus.
All of the Shares issued pursuant to the Offer and Shareholder Shortfall Offer will rank equally with the existing Shares on issue from the date of allotment. Further details regarding the Offer and Shareholder Shortfall Offer and the rights and liabilities attaching to the New Shares and Attaching Options is contained in the Prospectus. There is no minimum subscription amount for the Offer.
Use of funds
The funds raised from the Offer, Shareholder Shortfall Offer and any placements will be used to:
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(a) meet the second payment due to Barrick in August 2014 pursuant to the Re-Acquisition Agreement, being $1,331,836;
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(b) undertake additional exploration activity on Coppermoly's exploration licences during the 2014 calendar year, including additional infill drilling and exploration drilling on Coppermoly’s Nakru and Simuku exploration licenses;
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(c) upgrade Coppermoly’s plant and equipment; and
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(d) fund other working capital expenses for the 2014 calendar year.
Further details regarding the use of funds will be set out in the Prospectus.
Offer Timetable
The current proposed timetable for the Offer is set out below. These dates are indicative only and Coppermoly reserves the right to vary these dates (subject to the Corporations Act and the ASX Listing Rules).
| Rules). | |
|---|---|
| Announcement of Offer and Appendix 3B lodged with ASX | Tuesday, 8 April 2014 |
| Prospectus lodged with ASX and ASIC | Tuesday, 22 April 2014 |
| Notice sent to Eligible and Ineligible Shareholders regarding Offer | Wednesday, 23 April 2014 |
| Shares quoted on an 'ex-rights' basis | Wednesday, 30 April 2014 |
| Record Date for determining Entitlements under the Offer | Friday, 2 May 2014 (7.00pm AEST) |
| Prospectus and Application Form dispatched to Eligible Shareholders | Wednesday, 7 May 2014 |
| Last date to extend the Closing Date for the Offer and Shareholder Shortfall Offer |
Thursday, 15 May 2014 |
| Closing Date for Applications under the Offer and Shareholder Shortfall Offer |
Tuesday, 20 May 2014 |
| Expected commencement of trading on a deferred settlement basis on ASX | Wednesday, 21 May 2014 |
| Latest date for advising ASX of under-subscriptions for the Offer and Shareholder Shortfall Offer |
Friday, 23 May 2014 |
| Issue date and deferred settlement trading ends | Tuesday, 27 May 2014 |
| Holding statements dispatched to Applicants under Offer and Shareholder Shortfall Offer |
Tuesday, 27 May 2014 |
| Normal trading of Shares re-commences | Wednesday, 28 May 2014 |
Thank you again for your support of Coppermoly and I trust that you understand Coppermoly’s position on this matter.
Yours sincerely
Maurice Gannon Managing Director