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FIN RESOURCES LIMITED — Capital/Financing Update 2023
Apr 4, 2023
64920_rns_2023-04-04_139054db-2b21-4a95-bad4-f70cf9cd60db.pdf
Capital/Financing Update
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Proposed issue of securities
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Announcement Summary
Entity name
FIN RESOURCES LIMITED
Announcement Type
New announcement
Date of this announcement
5/4/2023
The Proposed issue is:
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A placement or other type of issue
Total number of +securities proposed to be issued for a placement or other type of issue
| Maximum Number of | ||
|---|---|---|
| ASX +security code | +Security description | +securities to be issued |
| New class-code to be | Placement Options | 15,277,778 |
| confirmed | ||
| New class-code to be | Broker and Advisor Options | 10,000,000 |
| confirmed | ||
| FIN | ORDINARY FULLY PAID | 120,345,030 |
Proposed +issue date
11/4/2023
Refer to next page for full details of the announcement
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Proposed issue of securities
Part 1 - Entity and announcement details
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1.1 Name of +Entity
FIN RESOURCES 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
ABN
Registration Number
25009121644
1.3 ASX issuer code
FIN
1.4 The announcement is
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New announcement
1.5 Date of this announcement
5/4/2023
1.6 The Proposed issue is:
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A placement or other type of issue
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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? No
Part 7B - Issue details
Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional Yes securities in a class that is already quoted or recorded by ASX)? Existing class
Details of +securities proposed to be issued
ASX +security code and description FIN : ORDINARY FULLY PAID Number of +securities proposed to be issued 30,555,556 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.01800
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
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Proposed issue of securities
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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 Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Placement Options
+Security type
Options
Number of +securities proposed to be issued
15,277,778
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 option on a 1:2 basis.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 123,407.000000
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
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Exercise price
AUD 0.0300
Expiry date
11/4/2025
Details of the type of +security that will be issued if the option is exercised
FIN : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
1:1 basis
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)? New class
Will the proposed issue of this +security include an offer of attaching +securities? No
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from 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
ASX +security code +Security description New class-code to be confirmed Broker and Advisor Options
+Security type
Options
Number of +securities proposed to be issued
10,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
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No
Please describe the consideration being provided for the +securities
As consideration for lead manger and corporate advisory services provided.
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Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 80,775.000000
Will all the +securities issued in this class rank equally in all respects from their issue date? Yes
Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0300 11/4/2025 Details of the type of +security that will be issued if the option is exercised FIN : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
1:1 basis.
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
FIN : ORDINARY FULLY PAID
Number of +securities proposed to be issued
24,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
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No
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Please describe the consideration being provided for the +securities
Acquisition Shares - to acquire 100% of three Lithium Projects located in Quebec, Canada
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 456,000.000000
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? No
Details of +securities proposed to be issued
ASX +security code and description
FIN : ORDINARY FULLY PAID
Number of +securities proposed to be issued
65,789,474
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
Milestone Shares (associated with the acquisition 100% of three Lithium Projects located in Quebec, Canada) - subject to the relevant technical performance milestone being met and shareholder approval.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
1,250,000.000000
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
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Part 7C - Timetable
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7C.1 Proposed +issue date
11/4/2023
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? No
7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes
7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?
- 24,000,000 Acquisition Shares - 30,555,556 Placement Shares - 15,277,778 Placement Options - 10,000,000 Broker Options
7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Yes
7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow
- 12,000,000 Acquisition Shares will be subject to 6 months escrow from the date of issue.
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue? Yes
7E.1a Who is the lead manager/broker?
Peak Asset Management
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7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
Peak Asset management will be paid 6% on all funds raised under the placement offer and be issued 4,000,000 broker options.
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
No
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
Acquisition and Milestone Shares - to acquire three Lithium Projects located in Quebec; Placement Shares - contribute to expenditure budgeted at each of FIN¿s three key projects Broker and advisor Options - as consideration for services provided.
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
The 65,789,474 Milestone Shares will be issued subject to shareholder approval being obtained under Listing Rule 7.1. in the event that the relevant technical performance milestone are met within the timeframe (ranging from 24 to 48 months).
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)
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