AI assistant
EASTERN RESOURCES LIMITED — Share Issue/Capital Change 2024
Nov 19, 2024
64824_rns_2024-11-19_0f277bf0-2b57-4085-8f85-409f51b6847f.pdf
Share Issue/Capital Change
Open in viewerOpens in your device viewer
20 November 2024
Australian Securities Exchange Limited Level 40, Central Park 152-158 St Georges Terrace Perth WA 6000
CONSOLIDATION OF CAPITAL
Eastern Resources Limited (ASX: EFE) advises approval of a consolidation of the capital of the Company, including issued shares and unquoted securities through the conversion of every ten (10) shares into one (1) share (Consolidation).
The Consolidation has been approved on the basis that it will reduce the number of shares on issue resulting in a more appropriate and effective capital structure for EFE (creating a share count below one billion) and provide for a share price that is considered more appealing to a wider range of investors.
The issued shares and unquoted securities that will be impacted by the consolidation are:
| Security type | Quoted/unquoted | Number | Details |
|---|---|---|---|
| Ordinary shares | Quoted | 1,241,946,461 | Fully paid ordinary shares |
| Options | Unquoted | 20,765,519 | Exercise price $0.05, expiry date 30/09/25 |
| Performance rights | Unquoted | 46,500,000 | Expiring: Three years after the date of issue, on 19/12/2026 Vesting: On the 20-day volume weighted average price of the Company’s Shares being at least $0.014 |
| Performance rights | Unquoted | 19,000,000 | Expiring: Five years after the date of issue, on 28/12/2027 Vesting: On the 20 day volume weighted average price (20 day VWAP) of $0.06 within 3 years afterthe date oftheir issue |
The Consolidation applies equally to all shareholders and as such the shareholders proportional interest in the Company’s issued capital will remain unchanged (other than minor variations resulting from the rounding of fractional shareholdings).
[A][ c/- BDJ Partners, Level 8, 124 Walker Street, North Sydney NSW 2060 ] T +61 2 9906 7551 | E [email protected]
Table 1: Effect of the Consolidation
| Security | Number (pre- Consolidation) |
Number (post- Consolidation) |
|---|---|---|
| Shares | ||
| Shares on issue | 1,241,946,461 | 124,194,646 |
| Options | ||
| Options on issue | 20,765,519 | 2,076,552 |
| Performance Rights | ||
| Performance Rights on issue | 65,500,000 | 6,550,000 |
Note: This does not include any Performance Rights or Shares contemplated by Resolutions 3 to 10 in the 2024 Notice of Meeting and assumes no performance rights or options are converted. These are approximate numbers only. The actual numbers will depend on the number of Shares, Performance Rights and Options held by each security holder as at 20 November 2024 and the effects of rounding
Terms
-
Where the Consolidation results in an entitlement to a fraction of a share (whether with respect to ordinary shares, performance rights or options), the fraction will be rounded up to the nearest whole number.
-
The proportion of equity owned by each security holder in the share capital of EFE will be maintained after the Consolidation (subject to rounding), assuming no other changes in the capital structure of EFE.
-
The Consolidation will not change the total amount allocated to the share capital account.
-
The Consolidation does not result in a security holder’s shares being cancelled or redeemed.
-
• The Consolidation does not involve any variation of rights attaching to any shares.
Taxation
It is not considered that any taxation implications will arise for security holders because of the Consolidation. The cost base of the shares held after the Consolidation will be the same as that preconsolidation. Likewise, the acquisition date of shares will also not change. Security holders however should consider their own circumstances and seek their own professional advice in relation to their tax position. Neither EFE nor any of its officers or employees assumes any liability or responsibility for the individual security holder taxation implications arising from the Consolidation.
Holding Statements
From the date two business days after the approval of Consolidation, all existing holding statements will cease to have any effect, except as evidence of entitlement to a certain number of shares on a post-consolidation basis. New holding statements will be issued to security holders, with responsibility sitting with each security holder to check the number of shares held prior to any disposal or exercise (as the case may be).
Timetable
Table 2: timetable of the Consolidation
The Consolidation will take effect in accordance with the following timetable (as set out in Appendix 7A (paragraph 7) of the ASX Listing Rules.
| Action | Date |
|---|---|
| Effective date of Consolidation (being the date Shareholder approval is obtained). | 20 November 2024 |
| Last day for pre-Consolidation trading. | 21 November 2024 |
| Post-Consolidation trading starts on a deferred settlement basis. | 22 November 2024 |
| Record Date Last day for Company to register transfers on a pre-Consolidation basis. |
25 November 2024 |
| First day for Company to update its register and to send holding statements to Security Holders reflecting the change in the number of Securities they hold. |
26 November 2024 |
| Last day for Company to update its register and to send holding statements to Security Holders reflecting the change in the number of Securities they hold. Deferred settlement market ends |
2 December 2024 |
This announcement has been authorised for release by the Board.
==> picture [116 x 55] intentionally omitted <==
Heath Roberts Company Secretary