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EMETALS LIMITED — Capital/Financing Update 2022
May 18, 2022
64850_rns_2022-05-18_b93245b6-c7a3-4627-8dcb-b86d7305871c.pdf
Capital/Financing Update
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eMetals Limited
ACN 142 411 390
PROSPECTUS
For the offer of up to 10,000 New Options in the capital of the Company at an issue price of $0.01 per New Option to raise up to $100 (before expenses).
This Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of New Options and Options in the same class as the New Options issued by the Company prior to the Closing Date.
STEINEPREIS PAGANIN
Lawyers & Consultants
IMPORTANT NOTICE
This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the New Options being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.
The New Options offered under this Prospectus should be considered speculative.
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TABLE OF CONTENTS
- CORPORATE DIRECTORY... 1
- TIMETABLE AND IMPORTANT NOTES... 2
- DETAILS OF THE OFFER... 5
- PURPOSE AND EFFECT OF THE OFFER... 8
- RIGHTS AND LIABILITIES ATTACHING TO SECURITIES... 9
- RISK FACTORS... 13
- ADDITIONAL INFORMATION... 24
- DIRECTORS' AUTHORISATION... 31
- DEFINITIONS... 32
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1. CORPORATE DIRECTORY
Directors
Gary Lyons
Non-Executive Chairman
Teck Wong
Non-Executive Director
Matthew Walker
Executive Director
Company Secretary
Sonu Cheema
Share Registry*
Automic Group
Level 5, 191 St Georges Terrace
PERTH WA 6000
Telephone: +61 8 9324 2099
Registered Office
Suite 9, 330 Churchill Avenue
SUBIACO WA 6008
Telephone: +61 8 6489 1600
Facsimile: +61 8 6489 1601
Email: [email protected]
Website: https://www.emetalslimited.com.au/
ASX Code
EMT
Lawyers
Steinepreis Paganin
Lawyers and Consultants
Level 4, The Read Buildings
16 Milligan Street
Perth WA 6000
Auditors*
HLB Mann Judd
Level 4, 130 Stirling Street
PERTH WA 6000
- These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only.
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2. TIMETABLE AND IMPORTANT NOTES
2.1 Timetable
| Action | Date |
|---|---|
| Lodgement of Prospectus with the ASIC and ASX | 19 May 2022 |
| Opening Date | 19 May 2022 |
| Closing Date* | 5:00pm WST on 20 May 2022 |
| Expected date of Official Quotation of the New Options and Options in the same class as the New Options** | 24 May 2022 |
- The Directors reserve the right to bring forward or extend the Closing Date at any time after the Opening Date without notice. As such, the date the New Options are expected to commence trading on ASX may vary with any change in the Closing Date.
** Quotation of the New Options is subject to the Company being able to satisfy ASX of the quotation requirements set out in Chapter 2 of the ASX Listing Rules.
2.2 Important Notes
This Prospectus is dated 19 May 2022 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.
No New Options may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.
The Offer is only available to those who are personally invited to accept the Offer. Applications for New Options offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.
In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of New Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company's website https://www.emetalslimited.com.au/. By making an application under the Offer, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD.
This Prospectus is a transaction specific prospectus for an offer of New Options to acquire continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.
2.3 Web Site – Electronic Prospectus
A copy of this Prospectus can be downloaded from the website of the Company at https://www.emetalslimited.com.au/. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.
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The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.
The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.
2.4 Risk Factors
Potential investors should be aware that subscribing for New Options in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 6. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the New Options in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for New Options pursuant to this Prospectus.
2.5 Overseas Investors
The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions constitutes a violation of those laws. This Prospectus does not constitute an offer of New Options in any jurisdiction where, or to any person to whom, it would be unlawful to issue in this Prospectus.
2.6 Forward-looking statements
This Prospectus contains forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties.
These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.
Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management.
We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.
We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this prospectus, except where required by law.
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These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 6.
2.7 Disclaimer
No person is authorised to give any information or to make any representation in connection with the Offer described in this Prospectus which is not contained in this Prospectus. Any information not so contained may not be relied upon as having been authorised by the Company or any other person in connection with the Offer. You should rely only on information in this Prospectus.
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3. DETAILS OF THE OFFER
3.1 Offer
Under this Prospectus, the Company invites investors identified by the Directors to apply for up to 10,000 New Options at an issue price of $0.01 per New Options to raise up to $100 (before expenses).
The Offer will only be extended to specific parties on invitation from the Directors. Application Forms will only be provided by the Company to these parties.
The full terms and conditions of the New Options to be offered under this Prospectus are set out in Section 5.1.
3.2 Objective
The Company is seeking to raise only a nominal amount of $100 under this Prospectus and, accordingly, the purpose of this Prospectus is not to raise capital.
The purpose of this Prospectus is to remove any trading restrictions that may have attached to Options in the same class as the New Options issued by the Company without disclosure under Chapter 6D of the Corporations Act prior to the Closing Date (including prior to lodgement of this Prospectus) so that, following quotation of the Options in the same class as the New Options, any on-sale of Options in that class issued before the Closing Date does not breach section 707(3) of the Corporations Act.
Relevantly, section 708A(11) of the Corporations Act provides that a sale offer does not need disclosure to investors if:
(a) the relevant securities are in a class of securities that are quoted securities of the body; and
(b) either:
(i) a prospectus is lodged with the ASIC on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or
(ii) a prospectus is lodged with ASIC before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and
(c) the prospectus is for an offer of securities issued by the body that are in the same class of securities as the relevant securities.
Options in the same class as the New Options are not currently in a class of quoted securities. However, the Company will apply for quotation of the New Options (including Options on issue in the same class of the New Options) within 7 days following the date of this Prospectus. The issue of the New Options under the Offer is conditional upon ASX granting Official Quotation to the New Options and Options on issue in the same class as the New Options.
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3.3 Application for New Options
Applications for New Options must be made by investors at the direction of the Company and must be made using the Application Form accompanying this Prospectus.
Payment for the New Options must be made in full at the issue price of $0.01 per New Option.
Completed Application Forms and accompanying cheques must be mailed or delivered to the Company as follows:
| Delivery by hand | Delivery by post |
|---|---|
| Suite 9, 330 Churchill Avenue, Subiaco WA 6008 | PO Box 866, Subiaco WA 6904 |
Cheques should be made payable to "eMetals Limited – New Options Offer Account" and crossed "Not Negotiable". Completed Application Forms and cheques must reach the address set out above by no later than the Closing Date.
3.4 Minimum subscription
There is no minimum subscription.
3.5 Issue of New Options
As noted in Section 3.2 the primary purpose of the Offer is to remove any trading restrictions that may have attached to Options in the same class as the New Options issued by the Company without disclosure under Chapter 6D of the Corporations Act prior to the Closing Date of the Offer (including prior to the date of this Prospectus).
If the Directors decide to issue New Options under the Offer, the issue of New Options under the Offer will take place as soon as practicable after the Closing Date. Application monies will be held in a separate subscription account until the New Options are issued. This account will be established and kept by the Company in trust for each Applicant. Any interest earned on the application monies will be for the benefit of the Company and will be retained by the Company irrespective of whether any New Options are issued and each Applicant waives the right to claim any interest.
The Directors will determine the recipients of all the New Options. The Directors reserve the right to reject any application or to allocate any Applicant fewer New Options than the number applied for.
Where the number of New Options issued is less than the number applied for, the surplus moneys will be returned by cheque as soon as practicable after the Closing Date. Where no issue of New Options is made, the amount tendered on application will be returned in full by cheque as soon as practicable after the Closing Date. Interest will not be paid on moneys refunded.
The Company's decision on the number of New Options to be allocated to an applicant will be final.
Holding statements for New Options issued under this Prospectus will be mailed to the investors under the Offer.
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3.6 ASX listing
Application for Official Quotation of the New Options offered pursuant to this Prospectus will be made within 7 days of the date of this Prospectus. If ASX does not grant Official Quotation of the New Options offered pursuant to this Prospectus before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any New Options and will repay all application monies for the New Options within the time prescribed under the Corporations Act, without interest.
The fact that ASX may grant Official Quotation to the New Options is not to be taken in any way as an indication of the merits of the Company or the New Options now offered for subscription.
3.7 Restrictions on the distribution of the Prospectus
The distribution of this Prospectus outside the Commonwealth of Australia may be restricted by law.
This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.
Residents of countries outside Australia should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed should they wish to make an application to take up New Options on the basis of this Prospectus. The return of a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all approvals and consents have been obtained.
3.8 Enquiries
Any questions concerning the Offer should be directed to Sonu Cheema, Company Secretary, on +61 8 6489 1600.
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4. PURPOSE AND EFFECT OF THE OFFER
4.1 Purpose of the Offer
The primary purpose of this Prospectus is to remove any trading restrictions that may have attached to New Options and Options in the same class as the New Options issued by the Company prior to the Closing Date (including prior to the date of this Prospectus). All of the funds raised from the Offer will be applied towards the expenses of the Offer. Refer to Section 7.8 for further details relating to the estimated expenses of the Offer.
4.2 Effect of the Offer on capital structure
The effect of the Offer on the Company's capital structure is set out below.
| Shares^{1} | Number |
|---|---|
| Shares currently on issue^{2} | 850,000,000 |
| Shares offered under this Prospectus^{3} | 0 |
| Total Shares on issue on completion of the Offer^{3} | 850,000,000 |
Notes:
- The rights and liabilities attaching to the Shares are summarised in Section 5.
- This assumes no Options are exercised.
| Options | Number |
|---|---|
| Unlisted Options exercisable at $0.05 each on or before 31 December 2022 | 35,000,000 |
| Unlisted Options exercisable at $0.03 each on or before 30 September 2025^{1,2} | 410,000,000 |
| New Options offered under this Prospectus^{1,2} | 10,000 |
| Total Options on issue on completion of the Offer^{3} | 445,010,000 |
Notes:
- The rights and liabilities attaching to these Options are summarised in Section 5.1.
- The Company is proposing to seek quotation of these Options.
- This assumes the Offer is fully subscribed, all New Options offered are issued and no Options are exercised. Note that the Company does not intend to issue any New Options under this Prospectus.
4.3 Financial effect of the Offer
After expenses of the Offer of approximately $10,000, there will be no proceeds from the Offer. The expenses of the Offer (exceeding $100) will be met from the Company's existing cash reserves.
As such, the Offer will have an effect on the Company's financial position, being receipt of funds of $100 less costs of preparing the Prospectus of approximately $10,000.
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5. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES
5.1 New Options
The following is a summary of the more significant rights and liabilities attaching to New Options being offered pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.
(a) Entitlement
Each New Option entitles the holder to subscribe for one Share upon exercise of the New Option.
(b) Exercise Price
Subject to paragraph (i), the amount payable upon exercise of each New Option will be $0.03 (Exercise Price).
(c) Expiry Date
Each New Option will expire at 5:00 pm (WST) on 30 September 2025 (Expiry Date). Any New Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) Exercise Period
The New Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).
(e) Notice of Exercise
The New Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the New Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
(f) Exercise Date
A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each New Option being exercised in cleared funds (Exercise Date).
(g) Timing of issue of Shares on exercise
Within five Business Days after the Exercise Date, the Company will:
(i) issue the number of Shares required under these terms and conditions in respect of the number of New Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in
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accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the New Options.
If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.
(h) Shares issued on exercise
Shares issued on exercise of the New Options rank equally with the then issued shares of the Company.
(i) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all rights of a New Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(j) Participation in new issues
There are no participation rights or entitlements inherent in the New Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the New Options without exercising the New Options.
(k) Change in exercise price
A New Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the New Option can be exercised.
(l) Transferability
The New Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.
5.2 Shares
The following is a summary of the more significant rights and liabilities attaching to Shares that may be issued pursuant subject to exercise of the New Options. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.
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Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company's registered office during normal business hours.
(a) General meetings
Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.
Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution of the Company.
(b) Voting rights
Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders:
(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder's name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).
(c) Dividend rights
Subject to the rights of any preference Shareholders and to the rights of the holders of any Shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.
The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.
Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either
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pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.
(d) Winding-up
If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.
The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributors as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.
(e) Shareholder liability
As the Shares issued will be fully paid Shares, they will not be subject to any calls for money by the Directors and will therefore not become liable for forfeiture.
(f) Transfer of shares
Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the ASX Listing Rules.
(g) Future increase in capital
The issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of Securities contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.
(h) Variation of rights
Under section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.
If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.
(i) Alteration of constitution
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In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.
6. RISK FACTORS
6.1 Introduction
The New Options offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus and to consult their professional advisers before deciding whether to apply for New Options pursuant to this Prospectus.
There are specific risks which relate directly to the Company's business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this Section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the New Options.
The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.
6.2 Company specific
(a) Negative publicity may adversely affect the Share price
Any negative publicity or announcement relating to any of the Company's substantial Shareholders, key personnel or activities may adversely affect the stock performance of the Company, whether or not this is justifiable. Examples of such negative publicity or announcements may include involvement in legal or insolvency proceedings, failed attempts in takeovers, joint ventures or other business transactions. No such issues are currently known to affect the Company.
(b) Exploration Risk
The mineral exploration licences comprising the Company's projects are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.
There can be no assurance that future exploration of these licences, or any other mineral licences that may be acquired in the future, will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited
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(c) Tenure and Title Risk
Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or future applications for tenements will be approved in full or at all.
In addition, interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance.
Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments. The Tenements currently also comprise a number of pending tenement applications.
Whilst the Company's view is that the risk pending applications are not granted is low, if those applications were not to be granted, then there is a risk that the Company cannot commence its operations in respect of the project area that is covered by the relevant application, and that the value of the project is correspondingly diminished. If/once granted, the pending applications will be covered by the relevant access agreements.
(d) Access and Infrastructure Risk
Access on and to tenements may be subject to the availability of appropriate infrastructure or the consent of third parties.
There is no guarantee that agreement can be reached with interested third parties or that the necessary infrastructure required to access or develop the tenements will be available or viable.
The Company's projects are and may be further affected by legitimate common law native title rights of Aboriginal Australians as discussed in Native Title Risk section below.
(e) Operational Risk
Exploration for and mining of minerals is highly speculative, and no assurance can be given that production will be obtained from the areas in which the Company has or may acquire an interest, or that production and marketing of any materials discovered by the Company will prove to be economic. Should a discovery be made, there is no guarantee that it will be commercially viable for a host of factors beyond the Company's control, for example, the economics of mining operations. Until the Company is able to realise value from the Company's projects, the Company is likely to incur ongoing operating losses.
In summary, mineral exploration, project development and mining by their nature contain elements of significant risk. Ultimate and continuous success of these activities is dependent on many factors such as:
(i) the discovery and/or acquisition of economically recoverable ore reserves;
(ii) successful conclusions to bankable feasibility studies;
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(iii) access to adequate capital for project development;
(iv) design and construction of efficient mining and processing facilities within capital expenditure budgets;
(v) securing and maintaining title to tenements;
(vi) obtaining consents and approvals necessary for the conduct of exploration and mining; and
(vii) access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees.
Other factors that could affect the Company's operations include:
(i) failure to achieve predicted grades in exploration and mining;
(ii) poor performance levels from external contractors;
(iii) operational and technical difficulties encountered in mining;
(iv) difficulties in commissioning and operating plant and equipment;
(v) availability of suitable plant and expertise from contractors and consultants;
(vi) mechanical failure or plant breakdown;
(vii) unanticipated metallurgical problems which may affect extraction rates and costs;
(viii) adverse weather conditions;
(ix) industrial and environmental accidents;
(x) industrial disputes;
(xi) availability of water and power; and
(xii) unexpected shortages or increases in the costs of labour, consumables, spare parts, plant and equipment.
Consequently, and while the Directors will make every effort to reduce the above risks through their experience in the exploration and mining industry, there can be no assurance that the Company will be able to develop and commercialise mineral extraction from its tenements and generate positive cashflow to sustain the Company's financial viability.
(f) Native Title Risk
It is possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If/where native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant native title claimant), or to progress from the exploration phase to the development and mining phases of operations may be affected.
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The Directors continue to closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.
(g) Ore Reserves and Mineral Resource Estimates
Should the Company define an ore reserve and/or mineral resource on any of its projects, they will be estimates that are expressions of judgment based on knowledge, experience and industry practice, and may require revision on actual production experience.
(h) Commodity and Currency Price Volatility
Commodity prices are subject to influencing factors beyond the control of the Company and can be subject to significant fluctuations.
Some of these influencing factors include:
(i) the COVID-19 pandemic;
(ii) world demand for particular commodities;
(iii) the level of production costs in major commodity producing regions; and
(iv) expectations regarding inflation, interest rates and US dollar exchange rates. Any significant and/or sustained fluctuation in exchange rates or commodity prices could have a materially adverse effect on the Company's operations and financial position.
Factors affecting commodity prices include:
(i) supply and demand fluctuations for specific commodities;
(ii) changes in investor sentiment toward specific commodities;
(iii) speculative trading;
(iv) forward selling activities; and
(v) macro-economic factors such as inflation and interest rates.
(b) Development Risk/Profitability
The Company's commercial viability will be dependent upon the successful development and operation of the Company's projects and any other activity that the Company may undertake.
No assurances can be given that the Company will be able to initiate or sustain successful mining operations at any of the Company's current tenements or that operations will achieve commercial viability. Equally, no representation as to future profitability or dividends can be given.
(i) Production and Cost Estimates
By their very nature, production and cost estimates and assumptions are inherently subject to significant uncertainties. Actual results may materially differ from the Company's estimates and assumptions and
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may materially and adversely affect the Company's commercial viability and future results.
(c) Environmental Risks
Environmental risks are inherent in mining operations. The Company adopts practices which the Company believes are appropriate to minimise the potential of causing environmental damage in all the Company's operations, but no assurance can be made that the Company will not be affected by environmental claims or issues in the future.
The Board is strongly committed to conducting operations in an environmentally responsible manner, applying the highest standards and industry best practice to all of the Company's field activities. Surface disturbance is kept to a minimum, but where it is necessary, full cognisance is given to the environmental impact of the work to be carried out. Relevant government approvals are obtained and measures are taken to minimise the environmental impact and to ensure that following the activities involved, the land is restored and rehabilitated to as close as possible to its original condition.
The Board is not aware of any complaints about the Company's environmental practices or impacts of its activities from owners of land on which the Company has operated or from any relevant Government officers or agencies with regulatory responsibility.
(d) Government and Regulatory Approvals
There can be no assurance that all of the relevant approvals and permits necessary to conduct mining operations will be granted by the relevant governments and regulatory authorities or that they will remain in good standing where already granted.
(e) Regulatory
The Company's activities will require compliance with various laws relating to the protection and rehabilitation of the environment, health and safety, culture and heritage and other matters. In addition, the Company is required to obtain numerous government permits, leases, licences and approvals in respect of our exploration and mining operations. There is a risk that the Company may not obtain or may lose permits, leases, licences or approvals, essential to its operations.
The Company cannot predict how existing, or future laws and regulations may be interpreted by enforcement agencies or court rulings, whether additional laws and regulations will be adopted, or the effect such changes may have on the Company's business or financial condition.
(f) Uninsured Loss and Liability
Exploration for and development of minerals involves hazards and risks that could result in the Company incurring losses and liabilities to third parties. There is a risk that the Company may not be insured against all losses or liabilities that could arise from the Company's operations. If the Company incurs losses or liabilities which are not covered by the Company's insurance policies, the funds available for exploration and
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development will be reduced and the value and/or tenure of the Company's assets may be at risk.
(g) Occupational Health and Safety
There is an inherent risk of workplace accidents occurring during the conduct of mining activity. The Board is totally committed to providing a safe and healthy workplace for the Company's employees and contractors, where engaged from time to time. Hazardous activities are avoided wherever possible, but when necessary, all employees and contractors are required to conduct themselves in accordance with all applicable laws and policies in force from time to time in respect of occupational health and safety.
(h) Future capital requirements
The Company's ongoing activities will require ongoing expenditures. There can be no guarantee that the funds raised by the Company under the Offer and other capital raisings will be sufficient to successfully achieve all the objectives of the Company's overall business strategy.
If the Company is unable to continue to use equity to fund expansion after the substantial exhaustion of the Company's existing funds, there can be no assurances that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional funds on terms acceptable to the Company or at all. Any additional equity financing may be dilutive to shareholders and any debt financing if available may involve restrictive covenants, which may limit the Company's operations and business strategy. The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities.
(i) Funding Risk
The ability of the Company to continue as a going concern is dependent upon the ability of the Company to secure funds by raising capital from equity markets and managing cash flow in line with available funds. If the Company is unable to secure the necessary funding, it may cast significant doubt about the Company's ability to continue as a going concern and therefore the Company may be unable to realise its assets and discharge its liabilities in the normal course of business at amounts stated in the financial report.
(j) Climate Risk
There are a number of climate-related factors that may affect the operations and proposed activities of the Company. The climate change risks particularly attributable to the Company include:
(i) the emergence of new or expanded regulations associated with the transitioning to a lower-carbon economy and market changes related to climate change mitigation. The Company may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that may further impact the
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Company and its profitability. While the Company will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences; and
(ii) climate change may cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which the Company operates.
(k) Reliance on Key Management
The responsibility of overseeing the day-to-day operations and the strategic management of the Company may be dependent upon the Company's senior management, key personnel and consultants. There can be no assurance given that there will be no detrimental impact on the Company if one, or a number of, those employees or consultants cease their employment or engagement with the Company.
(I) New Projects
To achieve the Company's objectives, the Company may acquire or invest in new projects from time to time. However, there is always risk that the Company may not be successful in negotiating for an acquisition of a new project. Any new projects will also be subject to their own inherent and specific risks.
6.3 Legal and Tax Risks
(a) Litigation
The Company is subject to litigation risks. All industries, including the mining industry, are subject to legal claims, with and without merit. Defence and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company is or may become subject to, could have a material effect on the Company's operations, financial position, and the value of the Company's securities.
(b) Environmental Regulation
The Company's operations are subject to national and international laws and regulations due to those operations involving environmentally hazardous activities. These laws and regulations set various standards regulating certain aspects of health and environmental quality and provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to remediate current and former facilities and locations where operations are or were conducted.
Significant liability could be imposed on the Company for environmental damage caused by the Company or previous owners of the Tenements, including damages, clean-up costs and penalties for non-compliance with environmental laws or regulations. The Company proposes to
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minimise these risks by conducting its activities in an environmentally responsible manner, in accordance with applicable laws and regulations and where possible, by carrying appropriate insurance coverage. No assurance can however be given that environmental damage will not occur from time to time through the Company's operations.
(c) Taxation risks
The Company is subject to Australian tax legislation, practice and interpretation. Any change in the Company's tax status or the tax applicable to the Company's securities through taxation legislation or its interpretation, could affect the value of the investments held by the Company, its ability to provide returns to Shareholders, or alter the post-tax returns to Shareholders.
Information relating to the taxation of the Company and its investors is based upon current tax law and practice which is subject to legislative change. Furthermore, the taxation of an investment in the Company depends on the individual circumstances of investors. Changes in the tax laws of Australia could have a material adverse effect on the Company.
There can be no assurance that the Company will be able to make returns for Shareholders in a tax-efficient manner.
The Company has made certain assumptions regarding taxation in establishing its corporate structure, the ongoing management of its taxation affairs and compliance with taxation legislation within the jurisdictions in which the Company operates. If these assumptions are not correct, taxes may be imposed with respect to the Company's assets, or the Company may be subject to tax on its income, profits, gains or distributions (including on a liquidation and dissolution or otherwise) in a particular jurisdiction or jurisdictions in excess of taxes that were anticipated.
This could alter the level of returns and/or adversely affect the quantum of post-tax returns for Shareholders (or Shareholders in certain jurisdictions). Any change in laws or tax authority practices could also adversely affect any post-tax returns of capital to Shareholders or payments of dividends. In addition, the Company may incur costs in taking steps to mitigate any such adverse effects on the returns for Shareholders.
(d) Insurance
The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances the Company's insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company.
Insurance of all risks associated with mineral exploration and production is not always available and where available the costs can be prohibitive.
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6.4 Industry specific
(a) Commodity Price Volatility
Should the Company enter production, substantially all of the Company's revenues and cash flows will be derived from the sale of Copper and Gold concentrates. Therefore, the financial performance of the Company would be exposed to fluctuations in the price of these commodities. Historically, the price of these commodities has fluctuated widely and has experienced periods of significant decline. The price of these commodities is affected by numerous factors and events that are beyond the control of the Company. These factors and events include general economic activity, world demand, forward selling activity as well as general global economic conditions and political trends.
(b) Mining Risks
Mining is subject to inherent risks and is dependent upon a number of conditions beyond the control of the Company that can affect the costs and production schedules at particular mines. These risks and conditions include, but are not limited to:
(i) variations in geological conditions, such as the grade and thickness of the mineralisation and variations in rock and other natural materials overlying the mineral deposit;
(ii) mining, process and equipment or mechanical failures and unexpected maintenance problems;
(iii) adverse weather and natural disasters, such as heavy rains, flooding and other natural events affecting the operations, transportation or customers;
(iv) environmental hazards, such as subsidence and excess water ingress;
(v) delays and difficulties in acquiring, maintaining or renewing necessary permits or mining rights;
(vi) availability of adequate skilled employees and other labor relations matters;
(vii) unexpected mine accidents, including rock-falls and explosions caused by natural gas or other explosive sources at our mine sites or fires caused by similar mining accidents; and
(viii) competition and/or conflicts with other natural resource extraction activities and production within our operating areas.
These risks and conditions could result in damage to or the destruction of the Company mineral properties or production facilities, personal injury or death, environmental damage, delays in mining, monetary losses and legal liability. The Company's insurance coverage may not be available or sufficient to fully cover claims that may arise from these risks and conditions.
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6.5 General risks
(a) Economic
General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.
(b) Coronavirus (COVID-19)
The outbreak of the coronavirus disease (COVID-19) is impacting global economic markets. The nature and extent of the effect of the outbreak on the performance of the Company remains unknown. The Company's Share price may be adversely affected in the short to medium term by the economic uncertainty caused by COVID-19. Further, any governmental or industry measures taken in response to COVID-19 may adversely impact the Company's operations and are likely to be beyond the control of the Company.
(c) Ukraine Conflict
The current conflict between Ukraine and Russia (Ukraine Conflict) is impacting global economies and financial markets. The nature and extent of the effect the Ukraine Conflict may have on the Company's operations remains uncertain at this time. In the short to medium term, the Company's Share price may be adversely affected by the economic uncertainty caused by the Ukraine Conflict and the wider effect the conflict has on global economies and financial markets.
The Directors are monitoring the potential secondary and tertiary macroeconomic impacts of the Ukraine Conflict, including the fluctuations in commodity and energy prices and the potential risk of cyber activity impacting governments and businesses. Further, any governmental or industry measures taken in response to the Ukraine Conflict, including limitations on travel and changes to import/export restrictions and arrangements involving Russia, may adversely impact the Company's operations and are likely to be beyond the control of the Company. The Company is monitoring the situation closely and considers the impact of the Ukraine Conflict on the Company's business and financial performance to, at this stage, be limited. However, the situation is continually evolving, and the consequences are therefore inevitably uncertain.
(d) Market conditions
Share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:
(i) general economic outlook;
(ii) introduction of tax reform or other new legislation;
(iii) interest rates and inflation rates;
(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
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(vi) terrorism or other hostilities.
The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.
(e) Competition risk
The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company's projects and business.
(f) Additional requirements for capital
The Company's capital requirements depend on numerous factors. Depending on the Company's ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.
(g) Dividends
Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.
6.6 Speculative investment
The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the New Options offered under this Prospectus
Therefore, the New Options to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those New Options.
Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for New Options pursuant to this Prospectus.
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7. ADDITIONAL INFORMATION
7.1 Litigation
As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.
7.2 Continuous disclosure obligations
The Company is a “disclosing entity” (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.
This Prospectus is a “transaction specific prospectus”. In general terms a “transaction specific prospectus” is only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.
This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.
Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.
Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.
The Company, as a disclosing entity under the Corporations Act states that:
(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:
(i) the annual financial report most recently lodged by the Company with the ASIC;
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(ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and
(iii) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC.
Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company or an ASIC office during normal office hours.
Details of documents lodged with ASX since the date of lodgement of the Company's latest annual financial report and before the lodgement of this Prospectus with the ASIC are set out in the table below:
| Date | Description of Announcement |
|---|---|
| 27/4/22 | Quarterly Activities Report and Appendix 5B Mar 2022 |
| 23/2/22 | December 2021 Interim Financial Report |
| 7/2/22 | SCN: Scorpion Acquires Poona Project |
| 4/2/22 | Appendix 3Y |
| 4/2/22 | Cleansing Notice |
| 4/2/22 | Notification regarding unquoted securities - EMT |
| 4/2/22 | Application for quotation of securities - EMT |
| 31/1/22 | Quarterly Activities Report and Appendix 5B Dec 2021 |
| 25/1/22 | Application for quotation of securities - EMT |
| 19/1/22 | Notification regarding unquoted securities - EMT |
| 19/1/22 | Cleansing Notice |
| 19/1/22 | Application for quotation of securities - EMT |
| 14/1/22 | Notification regarding unquoted securities - EMT |
| 13/1/22 | Cleansing Notice |
| 13/1/22 | Application for quotation of securities - EMT |
| 7/1/22 | Release of Restricted Securities from Escrow |
| 6/1/22 | Results of Meeting |
| 20/12/21 | Change of Registry Address |
| 7/12/21 | Notice of General Meeting |
| 6/12/21 | SCN: Scorpion Increases Murchison Footprint |
| 1/12/21 | Cleansing Notice |
| 1/12 21 | Application for quotation of securities - EMT |
| 29/11/21 | Results of Meeting |
| 19/11/21 | Proposed issue of securities - EMT |
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| Date | Description of Announcement |
|---|---|
| 19/11/21 | Proposed issue of securities - EMT |
| 19/11/21 | ACQUISITION OF SALMON GUMS REE PROJECT AND CAPITAL RAISING |
| 17/11/21 | Trading Halt |
| 4/11/21 | Exploration Update |
| 28/10/21 | Exploration Update |
| 26/10/21 | Notice of Annual General Meeting |
| 25/10/21 | Quarterly Activities Report and Appendix 5B Sep 2021 |
| 22/10/21 | Notification of cessation of securities - EMT |
| 7/10/21 | AGM Notice 2021 |
ASX maintains files containing publicly available information for all listed companies. The Company's file is available for inspection at ASX during normal office hours.
The announcements are also available through the Company's website https://www.emetalslimited.com.au/announcements.
7.3 Market price of Shares
The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.
The highest, lowest and last market sale prices of the Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the most recent dates of those sales were:
| Price | Date | |
|---|---|---|
| Highest | $0.019 | 11 and 14 February 2022 |
| Lowest | $0.012 | 27, 28, 29 April 2022, 4, 5, 10,13,16 and 17 May 2022 |
| Last | $0.012 | 18 May 2022 |
7.4 Details of substantial holders
Based on publicly available information as at 18 May 2022, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:
| Shareholder | Shares | % |
|---|---|---|
| TIRUMI PTY LTD | 91,600,000 | 10.78% |
| CITICORP NOMINEES PTY LIMITED | 78,024,812 | 9.18% |
| ZERO NOMINEES PTY LTD | 53,100,000 | 6.25% |
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7.5 Directors' Interests
Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:
(a) the formation or promotion of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer pursuant to this Prospectus; or
(c) the Offer,
and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner or director, either to induce them to become, or to qualify them as, a Director or otherwise for services rendered by them or by the firm in connection with the formation or promotion of the Company or the Offer.
Security holdings
The relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus is set out in the table below.
| Director | Shares | Options |
|---|---|---|
| Matthew Walker | 45,000,000 | 35,000,000^{1} |
| Gary Lyons | 6,164,114 | 10,000,000^{2} |
| Teck Wong | 21,433,300 | 10,000,000^{3} |
Notes:
- Comprising:
a. 25,000,000 Options exercisable at $0.03 each on or before $0.03; and
b. 10,000,000 Options exercisable at $0.05 on or before 31 December 2022. - 10,000,000 Options exercisable at $0.05 on or before 31 December 2022.
- 10,000,000 Options exercisable at $0.05 on or before 31 December 2022.
Remuneration
The remuneration of an executive Director is decided by the Board, without the affected executive Director participating in that decision-making process. The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors' remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $250,000 per annum.
A Director may be paid fees or other amounts (ie non-cash performance incentives such as Options, subject to any necessary Shareholder approval) as the other Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. In addition, Directors are also entitled to be paid reasonable travelling, hotel and
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other expenses incurred by them respectively in or about the performance of their duties as Directors.
The following table shows the total (and proposed) annual remuneration paid to both executive and non-executive directors.
| Director | 30 June 2020 | 30 June 2021 | 30 June 2022 |
|---|---|---|---|
| Matthew Walker | 60,000 | 276,070 | 80,000 |
| Gary Lyons | 52,400 | 132,675 | 48,000 |
| Teck Wong | 36,000 | 116,235 | 36,000 |
7.6 Interests of experts and advisers
Other than as set out below or elsewhere in this Prospectus, no:
(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,
holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:
(d) the formation or promotion of the Company;
(e) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offer; or
(f) the Offer,
and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:
(g) the formation or promotion of the Company; or
(h) the Offer.
Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin between $5,000 and $10,000 (excluding GST and disbursements) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has been paid fees totalling $55,241.97 (excluding GST and disbursements) for legal services provided to the Company.
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7.7 Consents
Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of the Securities), the Directors, the persons named in the Prospectus with their consent as Proposed Directors, any underwriters, persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.
Each of the parties referred to in this Section:
(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and
(b) in light of the above, only to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.
Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.
7.8 Estimated expenses of Offer
The total expenses of the Offer are estimated to be approximately $10,000 as follows:
| Expense | ($) |
|---|---|
| ASIC Fees | 3,206 |
| Legal Fees | 5,000 |
| Miscellaneous, printing and other expenses | 1,794 |
| Total | 10,000 |
7.9 Electronic Prospectus
ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.
If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please phone the Company on +61 8 6489 1600 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.
The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and
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any relevant supplementary or Prospectus or any of those documents were incomplete or altered.
7.10 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship
The Company will not be issuing Share certificates, New Option certificates or certificates for Options of the same class as New Options. The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.
Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of New Options issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.
Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.
7.11 Privacy Act
If you complete an application for New Options, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.
The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's Share Registry.
You can access, correct and update the personal information that we hold about you. Please contact the Company if you wish to do so at the relevant contact numbers set out in this Prospectus.
Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for New Options, the Company may not be able to accept or process your application.
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- DIRECTORS' AUTHORISATION
This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.
In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.
Mathew Walker
Director
For and on behalf of
eMetals Limited
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9. DEFINITIONS
$ means Australian dollars.
Applicant means an investor who applies for New Options pursuant to the Offer.
Application Form means an application form either attached to or accompanying this Prospectus.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.
ASX Listing Rules means the listing rules of the ASX.
ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.
Board means the board of Directors unless the context indicates otherwise.
Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.
Closing Date means the date specified in the timetable in Section 2.1 (unless extended or brought forward).
Company means eMetals Limited (ACN 142 411 390).
Constitution means the constitution of the Company as at the date of this Prospectus.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the directors of the Company as at the date of this Prospectus.
Offer means the offer of New Options referred to in the "Details of the Offer" Section of this Prospectus.
Official Quotation means official quotation on ASX.
Opening Date means the opening date of the Offer as specified in the timetable set out in Section 2.1 (unless varied).
Option means an option to acquire a Share.
Prospectus means this prospectus.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a shareholder of the Company.
Share Registry means Automatic Pty Ltd (ACN 152 260 814).
WST means western standard time as observed in Perth, Western Australia.
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