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EASTERN RESOURCES LIMITED — Capital/Financing Update 2021
Mar 17, 2021
64824_rns_2021-03-17_9f5e962b-6024-494f-bfd3-c109e7a82e1c.pdf
Capital/Financing Update
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Proposed issue of securities
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Announcement Summary
Entity name
EASTERN IRON LIMITED
Announcement Type
New announcement
Date of this announcement
Wednesday March 17, 2021
The Proposed issue is:
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A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue
Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)
| Maximum Number of | ||
|---|---|---|
| ASX +security code | +Security description | +securities to be issued |
| n/a | Unquoted options exercisable at $0.012 on or before 31 | 67,023,172 |
| January 2023. | ||
| EFE | ORDINARY FULLY PAID | 134,046,345 |
Ex date
Wednesday March 31, 2021
+Record date
Thursday April 1, 2021
Offer closing date
Monday April 19, 2021
Issue date
Monday April 26, 2021
Total number of +securities proposed to be issued for a placement or other type of issue
| Maximum Number of | ||
|---|---|---|
| ASX +security code | +Security description | +securities to be issued |
| n/a | Unquoted options exercisable at $0.012 on or before 31 | 20,000,000 |
| January 2023. |
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Proposed issue of securities
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Proposed +issue date
Monday April 26, 2021
Refer to next page for full details of the announcement
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Proposed issue of securities
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Part 1 - Entity and announcement details
1.1 Name of +Entity
EASTERN IRON 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.
1.2 Registered Number Type
Registration Number
ACN 126678037
1.3 ASX issuer code
EFE
1.4 The announcement is
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New announcement
1.5 Date of this announcement
Wednesday March 17, 2021
1.6 The Proposed issue is:
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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue
1.6a The proposed standard +pro rata issue is:
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- Non-renounceable
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Part 3 - Details of proposed entitlement offer issue
Part 3A - Conditions
3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity
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No
Part 3B - Offer details
Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued
ASX +security code and description
EFE : ORDINARY FULLY PAID
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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No
Details of +securities proposed to be issued
ASX +security code and description
EFE : ORDINARY FULLY PAID
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)
Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)
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Proposed issue of securities
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| Proposed issue of securities | |
|---|---|
| The quantity of additional +securities | For a given quantity of +securities |
| to be issued | held |
| 1 | 4 |
| What will be done with fractional | Maximum number of +securities |
| entitlements? | proposed to be issued (subject to |
| rounding) | |
| Fractions of 0.5 or more rounded up | 134,046,345 |
| Offer price details for retail security holders | |
| In what currency will the offer be | What is the offer price per +security |
| made? | for the retail offer? |
| AUD - Australian Dollar | AUD 0.00800 |
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No
Will a scale back be applied if the offer is over-subscribed? No 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 are non CDIs)
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ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)
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? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unquoted options exercisable at $0.012 on or before 31 January 2023.
+Security type Options
| Offer ratio (ratio of attaching securities at which the new +securities will be issued) | Offer ratio (ratio of attaching securities at which the new +securities will be issued) |
|---|---|
| The quantity of attaching +securities to be issued | For a given quantity of the new +securities issued |
| 1 | 2 |
| What will be done with fractional entitlements? | Maximum number of +securities proposed to be issued |
| Fractions of 0.5 or more rounded up | (subject to rounding) |
| 67,023,172 | |
| Offer price details for retail security holders | |
| In what currency will the offer be made? | What is the offer price per +security for the retail offer? |
| AUD 0.00000 | |
| AUD - Australian Dollar |
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No
Will a scale back be applied if the offer is over-subscribed? No
Will all the +securities issued in this class rank equally in all respects from their issue date? Yes
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Options details
+Security currency
AUD - Australian Dollar
Exercise price
AUD 0.0120
Expiry date
Tuesday January 31, 2023
Details of the type of +security that will be issued if the option is exercised
EFE : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
67,023,172
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.
https://www.asx.com.au/asxpdf/20210202/pdf/44s8vrpy9jljyw.pdf
Part 3C - Timetable
3C.1 +Record date
Thursday April 1, 2021
3C.2 Ex date
Wednesday March 31, 2021
3C.4 Record date
Thursday April 1, 2021
3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue
Thursday April 8, 2021
3C.6 Offer closing date
Monday April 19, 2021
3C.7 Last day to extend the offer closing date
Wednesday April 14, 2021
3C.9 Trading in new +securities commences on a deferred settlement basis
Tuesday April 20, 2021
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3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors Thursday April 22, 2021 3C.11 +Issue date Monday April 26, 2021
3C.12 Date trading starts on a normal T+2 basis
Tuesday April 27, 2021
3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis
Thursday April 29, 2021
Part 3E - Fees and expenses
3E.1 Will there be a lead manager or broker to the proposed offer? Yes
3E.1a Who is the lead manager/broker?
CPS Capital Group Pty Ltd; and First Growth Advisory Pty Ltd. (Jointly).
3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
Management Fee of 1% plus GST Placing Fee of 5% plus GST Each of the joint lead managers will receive 10,000,000 Options exercisable at $0.012 expiring 31 January 2023 subject to shareholder approval.
3E.2 Is the proposed offer to be underwritten? Yes
3E.2a Who are the underwriter(s)?
CPS Capital Group Pty Ltd; and First Growth Advisory Pty Ltd. (Jointly).
3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? Fully underwritten.
3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?
Management Fee of 1% plus GST Underwriting Fee of 5% plus GST
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3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated
EFE can terminate with 7 days' written notice.
Lead managers can terminate with 14 days' notice if:
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EFE commits a material breach of the terms and conditions of the agreement; or
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any warranty or representation given by EFE is not complied with or proves to be untrue in a material respect. Lead managers can terminate immediately if EFE becomes insolvent or enters into a composition with its creditors generally.
3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No
3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No
3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
Part 3F - Further Information
3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
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Work plan at the Nowa Nowa Iron Project;
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Exploration expenditure for the Nowa Nowa Copper Project; * Repayment of existing creditors;
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Costs of the offer; and
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Working capital.
3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No
3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No
3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue
USA and Canada
3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities
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No
3F.6 URL on the entity's website where investors can download information about the proposed issue
www.easterniron.com.au
3F.7 Any other information the entity wishes to provide about the proposed issue
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3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes
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Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes
7A.1a Conditions
Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Tuesday April 13, 2021 Actual
Comments
Part 7B - Issue details
Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unquoted options exercisable at $0.012 on or before 31 January 2023.
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+Security type
Options
Number of +securities proposed to be issued
20,000,000
Offer price details
| Offer price details | Offer price details | Offer price details |
|---|---|---|
| Are the +securities proposed to be issued being issued for a cash consideration? | ||
| Yes | ||
| In what currency is the cash What is the issue price |
per | |
| consideration being paid? +security? |
||
| AUD - Australian Dollar AUD 0.00010 |
||
| Will all the +securities issued in this class rank equally in all respects from | ||
| their issue date? | ||
| Yes | ||
| Options details | ||
| +Security currency Exercise price |
Expiry date | |
| AUD - Australian Dollar AUD 0.0120 |
Tuesday January 31, 2023 | |
| Details of the type of +security that will be issued if the option | is exercised | |
| EFE : ORDINARY FULLY PAID | ||
| Number of securities that will be issued if the option is exercised | ||
| 20,000,000 | ||
| 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 https://www.asx.com.au/asxpdf/20210202/pdf/44s8vrpy9jljyw.pdf https://www.asx.com.au/asxpdf/20210312/pdf/44tlqtcd3n3m9t.pdf |
announcement. (Schedule 1) |
Part 7C - Timetable
7C.1 Proposed +issue date Monday April 26, 2021
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Part 7D - Listing Rule requirements
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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 Tuesday April 13, 2021 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 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? No
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
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
Part consideration paid to Lead Managers for Placement and Underwriting fees. Refer ASX announcement: https://www.asx.com.au/asxpdf/20210312/pdf/44tlqtcd3n3m9t.pdf (Explanatory Statement - Item 5) 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No
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7F.2 Any other information the entity wishes to provide about the proposed issue
The issue will also raise $2,000 which will be used by the Company for working capital.
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