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ELEMENTOS LIMITED — Capital/Financing Update 2012
Aug 28, 2012
64837_rns_2012-08-28_8e07ab20-a72a-4a41-a8cd-11f8aa25bfaf.pdf
Capital/Financing Update
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29 August 2012
Dear Shareholder
Non-Renounceable Rights Issue
On 28 August 2012, Elementos Limited (ASX:ELT) ( Elementos or the Company ) announced a pro-rata, non-renounceable rights issue to Eligible Shareholders, on the basis of four new fully paid ordinary shares ( New Shares ) for every five shares held, at an issue price of $0.035 per New Share, plus one new option for every two New Shares subscribed for ( New Options ), to raise approximately $2.30 million before costs ( Offer ). The New Options will have an exercise price of $0.06 and expiry date of 9 April 2014. Patersons Securities Limited has been appointed as the Lead Manager and Underwriter to the Offer.
In total, approximately 65,906,821 New Shares and 32,953,410 New Options will be issued pursuant to the Offer. Fractional entitlements to New Shares will be rounded to the nearest whole number and the entitlement to New Options will be based on one free New Option for every two New Shares acquired.
The funds raised from the Offer will be principally used for:
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- geophysics and drilling at the Tamaya copper project in Chile during 2012; and
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- costs of the Offer.
The Prospectus for the Offer was lodged with the Australian Securities and Investments Commission and ASX on 28 August 2012. It is available on the ASX website and also on the Company’s website, www.elementos.com.au.
Indicative Timetable
The indicative timetable for the Offer is set out below:
| Event | Date |
|---|---|
| Prospectus lodged with ASIC and ASX | 28 August 2012 |
| Notice sent to Eligible Shareholders with information on the Offer | 29 August 2012 |
| Shares commence trading ex-rights | 31 August 2012 |
| Record Date for the Offer | 6 September 2012 (7:00pm AEST) |
| Prospectus dispatched to Eligible Shareholders | 10 September 2012 |
| Opening Date of Offer | 10 September 2012 (9:00am AEST) |
| Closing Date of Offer | 28 September 2012 (5:00pm AEST) |
| New Shares and New Options quoted on a deferred settlement basis | 2 October 2012 |
| Expected date of allotment and dispatch of holding statements for the New | 9 October 2012 |
| Shares and New Options issued under the Offer | |
| Expected date for commencement of normal trading of New Shares and | 10 October 2012 |
| New Options issued under the Offer on the ASX |
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The timetable is subject to change and is indicative only. Elementos, in consultation with the Underwriter, reserves the right to alter the timetable, including by extending the Closing Date, at any time. This may have a consequential effect on the other dates.
The Offer will be available to all Elementos shareholders on the register as at 7:00pm AEST on 6 September 2012 with registered addresses in Australia and New Zealand ( Eligible Shareholders ). Shareholders with registered addresses in countries outside Australia and New Zealand will not be eligible to participate in the Offer and will be provided with further information when the Prospectus is dispatched to Eligible Shareholders on 10 September 2012.
Entitlements to New Shares and New Options pursuant to the Offer are non-renounceable and accordingly will not be traded on the ASX. Following quotation, the New Shares will rank equally in all respects from the date of allotment with existing quoted shares on issue.
The Offer is underwritten by Patersons Securities Limited up to $1,513,222.34, with Andes Investors LLC, an entity associated with James Calaway (a Director of the Company), participating as a partial subunderwriter. In addition, the Company has received pre-commitments from existing Elementos shareholders totalling $793,516.40, representing the balance of the Offer.
The Company has agreed to pay Patersons Securities Limited an underwriting fee of 4.5% of the total amount raised under the Offer less amounts pre-committed by certain shareholders (for a total underwriting fee of $91,952.24) and a management fee of 1.5% of the total amount raised under the Offer (for a total management fee of $34,601.08) once the New Shares have been allotted pursuant to the Offer. Andes Investors LLC will be paid a sub-underwriting fee equal to 3% of its $770,194.02 priority sub-underwriting commitment. This sub-underwriting fee will be payable by Patersons Securities Limited.
The Prospectus containing the Entitlement and Acceptance Form will be dispatched to Eligible Shareholders on 10 September 2012. Potential investors should consider the Prospectus in full in deciding whether to acquire the securities offered. Anyone who wants to acquire the securities offered will need to complete the Entitlement and Acceptance Form that will accompany the Prospectus.
For further information please contact Corey Nolan, Managing Director on +61 (7) 3221 7770 or by email at [email protected].
Yours faithfully,
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Corey Nolan Managing Director Elementos Limited
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29 August 2012