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EMETALS LIMITED — Capital/Financing Update 2021
Nov 18, 2021
64850_rns_2021-11-18_a9a5b2d7-0681-4dba-943f-dfd088a70614.pdf
Capital/Financing Update
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Proposed issue of securities
Announcement Summary
Entity name
EMETALS LIMITED
Announcement Type
New announcement
Date of this announcement
19/11/2021
The Proposed issue is:
☑ A placement or other type of issue
Total number of +securities proposed to be issued for a placement or other type of issue
| ASX +security code | +Security description | Maximum Number of +securities to be issued |
|---|---|---|
| New class-code to be confirmed | Unlisted Options, exercisable at $0.03 on or before 30 September 2025 | 350,000,000 |
| New class-code to be confirmed | Unlisted Options, exercisable at $0.03 on or before 30 September 2025 | 40,000,000 |
| New class-code to be confirmed | Unlisted Options, exercisable at $0.03 on or before 30 September 2025 | 30,000,000 |
| EMT | ORDINARY FULLY PAID | 335,000,000 |
Proposed +issue date
23/12/2021
Refer to next page for full details of the announcement
Proposed issue of securities
Proposed issue of securities
Part 1 - Entity and announcement details
1.1 Name of +Entity
EMETALS 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.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
ACN
Registration Number
142411390
1.3 ASX issuer code
EMT
1.4 The announcement is
☑ New announcement
1.5 Date of this announcement
19/11/2021
1.6 The Proposed issue is:
☑ A placement or other type of issue
Proposed issue of securities
Proposed issue of securities
Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis?
☑ Yes
7A.1a Conditions
| Approval/Condition | Date for determination | Is the date estimated or actual? | ** Approval received/condition met? |
|---|---|---|---|
| +Security holder approval | 23/12/2021 | ☑ Estimated | No |
Comments
The Placement and associated securities issues will be subject to shareholder approval.
Part 7B - Issue details
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 +security include an offer of attaching +securities?
☑ Yes
Details of +securities proposed to be issued
ASX +security code and description
EMT : ORDINARY FULLY PAID
Number of +securities proposed to be issued
250,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
☑ Yes
Proposed issue of securities
Proposed issue of securities
In what currency is the cash consideration being paid?
AUD - Australian Dollar
What is the issue price per +security?
AUD 0.01250
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)
Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1?
☑ No
Will the entity be seeking quotation of the 'new' class of +securities on ASX?
☑ No
| ASX +security code | +Security description |
|---|---|
| New class-code to be confirmed | Unlisted Options, exercisable at $0.03 on or before 30 September 2025 |
+Security type
Options
Number of +securities proposed to be issued
350,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
☑ No
Please describe the consideration being provided for the +securities
Free attaching one for one Unlisted Options issued pursuant to the Placement
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
1,424,665.000000
Proposed issue of securities
Proposed issue of securities
Will all the +securities issued in this class rank equally in all respects from their issue date?
☑ Yes
Options details
+Security currency
AUD - Australian Dollar
Exercise price
AUD 0.0300
Expiry date
30/9/2025
Details of the type of +security that will be issued if the option is exercised
Other
Description
Free attaching one for one Unlisted Options issued pursuant to the Placement
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.
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 +security include an offer of attaching +securities?
☑ Yes
Details of +securities proposed to be issued
ASX +security code and description
EMT : ORDINARY FULLY PAID
Number of +securities proposed to be issued
40,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
☑ Yes
Proposed issue of securities
Proposed issue of securities
In what currency is the cash consideration being paid?
AUD - Australian Dollar
What is the issue price per +security?
AUD 0.01250
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)
Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1?
☑ No
Will the entity be seeking quotation of the 'new' class of +securities on ASX?
☑ No
| ASX +security code | +Security description |
|---|---|
| New class-code to be confirmed | Unlisted Options, exercisable at $0.03 on or before 30 September 2025 |
+Security type
Options
Number of +securities proposed to be issued
40,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
☑ No
Please describe the consideration being provided for the +securities
Free attaching one for one Unlisted Options issued pursuant to the Placement - Director Participation
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
162,818.000000
Proposed issue of securities
Proposed issue of securities
Will all the +securities issued in this class rank equally in all respects from their issue date?
☑ Yes
Options details
+Security currency
AUD - Australian Dollar
Exercise price
AUD 0.0300
Expiry date
30/9/2025
Details of the type of +security that will be issued if the option is exercised
Other
Description
Free attaching one for one Unlisted Options issued pursuant to the Placement - Director Participation
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.
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 +security include an offer of attaching +securities?
☑ No
Details of +securities proposed to be issued
ASX +security code and description
EMT : ORDINARY FULLY PAID
Number of +securities proposed to be issued
15,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
☑ No
Proposed issue of securities
Proposed issue of securities
Please describe the consideration being provided for the +securities
In consideration for the Acquisition, and subject to the terms and conditions of the Agreement, eMetals agrees to issue 15,000,000 fully paid ordinary shares in the capital of eMetals (Shares) at a deemed issue price of $0.02 per Share.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
300,000.000000
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
☑ Yes
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 +security include an offer of attaching +securities?
☑ Yes
Details of +securities proposed to be issued
ASX +security code and description
EMT : ORDINARY FULLY PAID
Number of +securities proposed to be issued
30,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
☑ No
Please describe the consideration being provided for the +securities
Lead Manager fees to the offer and Corporate Advisor fees
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
375,000.000000
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
☑ Yes
Proposed issue of securities
Proposed issue of securities
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)
Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1?
☑ No
Will the entity be seeking quotation of the 'new' class of +securities on ASX?
☑ No
| ASX +security code | +Security description |
|---|---|
| New class-code to be confirmed | Unlisted Options, exercisable at $0.03 on or before 30 September 2025 |
+Security type
Options
Number of +securities proposed to be issued
30,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
☑ No
Please describe the consideration being provided for the +securities
Free attaching one for one Unlisted Options issued pursuant to the Placement
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
122,114.000000
Will all the +securities issued in this class rank equally in all respects from their issue date?
☑ Yes
Options details
+Security currency
AUD - Australian Dollar
Proposed issue of securities
Proposed issue of securities
Exercise price
AUD 0.0300
Expiry date
30/9/2025
Details of the type of +security that will be issued if the option is exercised
Other
Description
Free attaching one for one Unlisted Options issued pursuant to the Placemen
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.
Part 7C - Timetable
7C.1 Proposed +issue date
23/12/2021
Part 7D - Listing Rule requirements
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
23/12/2021
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
☑ Yes
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?
☑ Yes
Proposed issue of securities
Proposed issue of securities
7E.1a Who is the lead manager/broker?
RM Corporate Finance Pty Ltd (AFSL 315235) (Lead Manager) (RM Corporate) have been appointed as lead manager to the Placement.
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
RM Corporate and or its nominees will receive a Placement Fee of 6% plus GST for managing the Placement. The Placement Fee may be paid in Shares on the same terms as the Placement. RM Corporate and or its nominees will also receive a success fee of 9,000,000 Shares and 9,000,000 Options subject to shareholder approval at the forthcoming EGM.
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
Funds raised via the Placement will be applied to progressing the exploration activities & work programs on the current and acquired projects, project generation activities and general working capital purposes.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
☑ No
7F.2 Any other information the entity wishes to provide about the proposed issue
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
☑ The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)
Proposed issue of securities