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DEEP YELLOW LIMITED Capital/Financing Update 2012

Jun 18, 2012

64808_rns_2012-06-18_0290906a-1360-4e30-9db8-f16ae01dc8ab.pdf

Capital/Financing Update

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ASX Announcement

ASX: DYL

19 June 2012

Capital Raising with Major Shareholder Support

Advanced stage uranium explorer Deep Yellow Limited (”Deep Yellow” or the “Company”) today announced that itwill undertake a 2 for 9 non-renounceable entitlement issue at 4.2c per share, to raise up to approximately A$10.5 million.

The pricing has been set at 4.2 cents to provide an opportunity for all shareholders to participate in the capital raising. The issue is partially underwritten by Patersons Securities Limited up to $5.8 million with London based institutional support together with significant support from major shareholder Paladin Energy Limited, who have committed to a general sub underwriting of $4 million. The Directors have also reserved the right to place any shortfall.

Recent market related news flow has been encouraging with the lifting of the new build moratorium in China and the decision to begin the process of re-starting Japanese reactors.It is envisaged that this will provide positive direction to the market and will add to the growing realisation that demand will continue to increase, a supply deficit is becoming more likely and that a significant and sustained increase in the price of uranium will be required to stimulate new production to fill that shortfall.

The Company has set clear objectives for the coming year which, for the flagship Omahola Project, includes a focus on resource upgrades, mining studies, metallurgical testwork and further economic assessment which will provide critical inputs into the pre-feasibility study. A resource review has already commenced on the Tubas Sand Project in advance of a resource update and mining studies, which are important inputs into a decision to conduct apre-feasibility study on the Project. Part of this assessment will examine how best to include the Tubas Sand Project into the Omahola Project as well as investigating thestandalone option.

The Company’s largeexploration portfolio will also be rationalised to ensure that the focusremains on its core, attractive projects in Namibia. Shareholders will continue to be advised of progress in this regard.

The Board believes that the Company’s enhanced focus,together with an anticipated gradual improvement in the uranium market, will place Deep Yellow in a strong position to capture the upside as itmoves closer to the development of its core projects.

The attached Appendix 3B provides a summary of the proposed entitlement issue, a prospectus together withfurther details will be released shortly.

Further information on the Company’s activities can be found in the Strategic Update ASX release of 15 June 2012.

Ends

Level 1, 329 Hay Street, Subiaco, WA6008 /PO Box 1770, Subiaco, WA 6904 Tel : 61 8 9286 6999 / Fax : 61 8 9286 6969 / ABN 97 006 391 948 Email: [email protected] / Website: www.deepyellow.com.au

2 for 9 Non Renounceable Entitlement Issue

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For further information regarding this announcement, contact:

Greg Cochran Managing Director

Phone: +61 8 9286 6999 Email: [email protected]

For further information on the Company and its projects - visit the website at www.deepyellow.com.au

About Deep Yellow Limited

Deep Yellow Limited is an ASX-listed, advanced stage uranium exploration company with extensive operations in the southern African nation of Namibia and in Australia. It also has a listing on the Namibian Stock Exchange.

Deep Yellow’s primary focus is in Namibia where its operations are conducted by its 100% owned subsidiary Reptile Uranium Namibia (Pty) Ltd (RUN). Its flagship is the Omahola Project currently under Pre-Feasibility Study with concurrent resource drill-outs on the high grade Ongolo Alaskite – MS7 trend. It is also evaluating a standalone project for its Tubas Sand uranium deposit utilising physical beneficiation techniques it successfully tested in 2011.

In Australia the Company owns the Napperby Uranium Project and numerous exploration tenements in the Northern Territory and in the Mount Isa District in Queensland.

Page2

12-

Appendix 3B New issue announcement

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

DEEP YELLOW LIMITED

ABN 97 006 391 948

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 to be issued

  • 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

  • 3 Principal terms of the[+] securities (eg, 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)

  • 4 Do the[+] securities rank equally 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

Ordinary Shares 250,830,312 Fully paid ordinary shares of the Company in accordance with the Company’s constitution The shares issued under the Rights Issue will rank equally with the existing fully paid ordinary shares of the Company from the date of allotment.

  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 1

Appendix 3B New issue announcement

  • 5 Issue price or consideration

  • 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

  • 7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates

  • 8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 2 if applicable)

  • 9 Number and[+] class of all[+] securities not quoted on ASX ( including the securities in clause 2 if applicable)

  • 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

4.2 cents

The funds to be raised by the Company via the entitlement issue will be applied towards the exploration, drilling, evaluation, feasibility studies and general working capital for the Company’s projects.

4.2 cents 4.2 cents
The funds to be raised by the Company via
the entitlement issue will be applied towards
the exploration, drilling, evaluation, feasibility
studies and general working capital for the
Company’sprojects.
To be advised
Number +Class
1,379,566,715
(Depending on
acceptances)
Ordinary
440,000
30/06/12 at 27.5 c
625,000
30/06/12 at 60c
2,550,000
30/06/12 at 35c
3,325,000
30/06/12 at 45c
1,006,070
2,570,000
600,000
2,664,400
Unlisted options
“ “
“ “
“ “
2011 Performance
share rights granted
4 February 2011
2011 Performance
share rights granted
28 February 2011
2011 Performance
share rights granted
1 July 2011
2011 Performance
Share Rights
Granted 15
December 2011
N/A
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 2

Appendix 3B New issue announcement

Part 2 - Bonus issue or pro rata issue

  • 11 Is security holder approval required?

  • 12 Is the issue renounceable or non-renounceable?

  • 13 Ratio in which the[+] securities will be offered

  • 14 +Class of +securities to which the offer relates

  • 15 +Record date to determine entitlements

  • 16 Will holdings on different registers (or sub-registers) be aggregated for calculating entitlements?

  • 17 Policy for deciding entitlements in relation to fractions

  • 18 Names of countries in which the 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 acceptances or renunciations

  • 20 Names of any underwriters

  • 21 Amount of any underwriting fee or commission

22 Names of any brokers to the issue
23 Fee or commission payable to the broker to the issue
24 Amount of any handling fee payable to brokers who
lodge acceptances or renunciations on behalf of
+security holders
25 If the issue is contingent on+security holders’ approval,
the date of the meeting
26 Date entitlement and acceptance form and prospectus
or Product Disclosure Statement will be sent to
persons entitled
27 If the entity has issued options, 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 applicable)
29 Date rights trading will end (if applicable)
30 How do+security holders sell their entitlements_in full_
through a broker?
31 How do+security holders sell_part_of their entitlements
through a broker and accept for the balance?
32 How do+security holders dispose of their entitlements
(except by sale through a broker)?
33 +Despatch date
No
Non renounceable
2 new shares for every 9 shares held at
therecord date (To be advised)
Fully paid ordinary shares
To be advised
No
Fractions will be rounded up to the
nearestwhole share
All countries except for Australia, New
Zealand, United Kingdom, Ireland, South
Africa and Namibia.
To be advised
Patersons Securities Limited
An underwriting fee of 6% of the total
amount
underwritten
is
payable
to
Patersons Securities Limited except for
the
amount
which

has
been sub
underwritten by Paladin Energy Limited.
N/A
N/A
N/A
N/A
To be advised
N/A
N/A
N/A
N/A
N/A
N/A
To be advised
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 3

Appendix 3B New issue announcement

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)[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, and the number and percentage of additional[+][securities are ][+][equity securities, the names of the 20 largest holders of the 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[+] quotation is sought

  • 39 Class of[+] securities for which quotation is sought

  • 40 Do the[+] securities rank equally 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

  • 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Number Class

  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 4

Appendix 3B New issue announcement

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.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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.

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19 June 2012 Sign here: ............................................................ Date: ……................................... (Director/Company secretary) Mark Pitts Print name: .........................................................

== == == == ==

  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 5