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FORTUNA METALS LTD — Capital/Financing Update 2025
Jul 13, 2025
64952_rns_2025-07-13_ea3e351f-c404-46a3-a01f-8acef8c2f534.pdf
Capital/Financing Update
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ABN
ADDRESS
Level 8, 99 St Georges Terrace 96 095 684 389 Perth WA 6000 PHONE WEBSITE +61 (08) 9486 4036 www.lanthanein.com
14 July 2025
Entitlement Offer Open and Despatch of Notices to Eligible Shareholders
Lanthanein Resources Limited ( Lanthanein or the Company ) refers to its previous announcement of 5 June 2025 in relation to its pro-rata non-renounceable entitlement offer of three (3) fully paid ordinary shares in the capital of the Company ( Shares ) for every four (4) Shares held by eligible shareholders at an issue price of $0.001 per Share, together with one (1) free attaching Share for every three (3) Shares applied for and issued, to raise up to $2,107,636 (before costs) ( Offer ). The record date for the Offer was 9 July 2025 ( Record Date ).
The Company has today despatched a letter to Eligible Shareholders (together with personalised entitlement and acceptance forms) providing details of the Offer, including details of how Eligible Shareholders may accept the Offer.
The Prospectus relating to the Offer was lodged with ASIC on 3 July 2025 and released on ASX on 4 July 2025 ( Prospectus ). The Prospectus can be accessed at the Company’s website www.lanthanein.com or through the ASX website www.asx.com.au in the Company’s announcements. The Company will not be printing and sending hard copies of the Prospectus, however, Shareholders can request a hard copy of the Prospectus by calling the Company Secretary on +61 (0)8 9486 4036.
Accompanying this announcement is a copy of the letter to Eligible Shareholders that have been despatched today.
Full details of the Offer, including the timetable, are set out in the Prospectus. Eligible Shareholders should read the Prospectus in its entirety and if you have any questions please consult with your stockbroker, accountant or other professional adviser.
The Closing Date of the rights issue Offer is 5:00pm (WST) on Wednesday, 23 July 2025 unless otherwise extended.
This announcement has been authorised for release to ASX by the Company Secretary.
Matthew Foy Company Secretary Lanthanein Resources Limited
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ADDRESS ABN Level 8, 99 St Georges Terrace 96 095 684 389 Perth WA 6000 PHONE WEBSITE +61 (08) 9486 4036 www.lanthanein.com
14 July 2025
Dear Eligible Shareholder
L ANTHANEIN RESOURCES LTD – PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUE
As announced on 5 June 2025, Lanthanein Resources Ltd (ACN 095 684 389) (ASX: LNR) ( Company ) is undertaking a pro-rata non-renounceable entitlement offer of three (3) fully paid ordinary shares in the capital of the Company ( Shares ) for every four (4) Shares held by eligible shareholders at an issue price of $0.001 per Share, together with one (1) free attaching Share for every three (3) Shares applied for and issued, to raise up to $2,107,636 (before costs) ( Offer ).
The Company lodged a prospectus for the Offer with ASIC on 3 July 2025 and ASX on 4 July 2025 ( Prospectus ).
The record date for the Offer is 9 July 2025 ( Record Date ).
The Offer is fully underwritten by Inyati Capital Pty Ltd (ACN 642 351 193) ( Underwriter ) and partially sub-underwritten by Peter Pawlowitsch, a Director of the Company. The Company must pay the Underwriter a fee of 6% of the underwritten amount. Refer to Section 6.4.1 of the Prospectus for details regarding the terms of the underwriting.
The Company intends to apply the funds raised from the Offer towards exploration expenditure, working capital and the expenses of the Offer. The Board reserves the right to alter the way funds are applied. For further specifics of the use of funds please refer to Section 3.1 of the Prospectus.
Following completion of the Offer, the Company will have issued approximately 2,810,181,547 Shares (on a pre-Consolidation basis (defined below)), resulting in total Shares on issue being approximately 5,620,363,092 (on a pre-Consolidation basis).
The Prospectus also contains secondary offers of up to 1,140,000,000 options (exercisable at $0.001125 each and expiring on the date that is four (4) years from the date of issue) (on a preConsolidation basis) ( New Options ), including up to 750,000,000 New Options (on a pre-Consolidation basis) to be issued to the Underwriter and/or sub-underwriters to the Offer, as part of the Underwriter’s underwriting fees. The issue of the New Options respectively under each of the secondary offers is subject to the relevant shareholder approvals at the General Meeting (defined below).
General Meeting and proposed Consolidation
The Company has convened a general meeting of shareholders to be held on 1 August 2025 ( General Meeting ) at which the Company is seeking shareholder approval for a number of resolutions, including a resolution seeking shareholder approval to undertake a consolidation of its issued capital on a thirty (30) to one (1) basis ( Consolidation ).
The proposed Consolidation, if approved by shareholders at the General Meeting, will take effect following completion of the Offer and after the General Meeting. Full details on the proposed Consolidation, including the proposed timetable, are set out in the Company’s notice of general meeting dated 2 July 2025.
The Company expects to complete the issue of the new Shares under the Offer prior to the date of the General Meeting and before the Consolidation becomes effective (if approved at the General Meeting).
Accordingly, it should be noted that if the Consolidation is approved at the General Meeting, any new Shares issued under the Offer will be consolidated on a 30:1 basis. However, the Offer is being undertaken on a pre-Consolidation basis and is not conditional on shareholders approving the Consolidation at the General Meeting.
For further information on the impacts of the Consolidation, please refer to the Company’s notice of general meeting dated 2 July 2025.
Eligible Shareholders
The Offer is being made to all shareholders of the Company on its register of members as at the Record Date, who have a registered address in Australia or New Zealand ( Eligible Shareholder ) .
A shareholder who is not an Eligible Shareholder will be an Ineligible Shareholder and consequently will not be able to participate in the Offer.
Based on the Company’s records you are an Eligible Shareholder who is entitled to participate in the Offer.
How to access the Offer
Details of the Offer are contained in the Prospectus.
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Online : The Prospectus and your personalised entitlement and acceptance form can be accessed via the following website: https://portal.automic.com.au/investor/home. The Prospectus can also be accessed via the Company’s website at www.lanthanein.com or through the Company’s ASX announcements platform on the ASX website at www.asx.com.au.
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Paper : If you have elected to receive communications by post, a copy of your personalised entitlement and acceptance form is enclosed. You can request a paper copy of the Prospectus and your personalised entitlement and acceptance form free of charge by contacting the Company Secretary, Matthew Foy, on [email protected]
Participation in the Offer
Participation in the Offer is optional and is subject to the terms and conditions set out in the Prospectus.
You may choose to participate in the Offer by applying for all or part of your entitlement by following the instructions on the personalised entitlement and acceptance form and in the Prospectus, including making payment of the application monies before the Offer closes.
The number of Shares for which you are entitled to apply for under the Offer is shown on your personalised entitlement and acceptance form. Fractional entitlements will be rounded up to the nearest whole number.
The Offer is scheduled to close at 5:00pm (AWST) on 23 July 2025.
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Applications
If you wish to access the Offer documents at https://portal.automic.com.au/investor/home, you will need to provide your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) shown on your last holding statement and postcode and follow the instructions provided, including making payment by BPAY® or EFT for the Shares you wish to subscribe for.
If you are unable to access the Offer documents online, then you can obtain a copy of the Prospectus and your entitlement and acceptance form by contacting the Company Secretary, Matthew Foy, on the contact details provided above and asking them to mail a paper copy of the Prospectus and your entitlement and acceptance form to you free of charge.
You should read the Prospectus carefully and in its entirety before deciding whether to participate in the Offer. The return of a completed entitlement and acceptance form or payment of application monies by BPAY® or EFT will be taken to constitute a representation by you that you have received a copy of the Prospectus and the accompanying entitlement and acceptance form, and read them both in their entirety.
Actions required of Eligible Shareholders
There are a number of actions you make take as an Eligible Shareholder:
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(a) accept your full entitlement under the Offer;
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(b) take up a proportion of your entitlement under the Offer and allow the balance to lapse; or
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(c) if you do not wish to accept all or part of your entitlement under the Offer, you are not obliged to do anything.
If you take no action, you will not be issued any new Shares under the Offer.
As the Offer is non-renounceable, an Eligible Shareholder may not sell or transfer all or part of their entitlement.
Key dates for the Offer
| EVENT | DATE |
|---|---|
| Announcement of the Offer | 5 June 2025 |
| Lodgement of Prospectus with the ASIC and ASX and lodgement of Appendix 3B with ASX |
pre-market 4 July 2025 |
| Ex date | 8 July 2025 |
| Record Date for determining entitlements | 9 July 2025 |
| Opening Date of the Offer and the secondary offers Prospectus sent out to Eligible Shareholders and the Company announces this has been completed |
14 July 2025 |
| Last day to extend the Closing Date | Before 12:00pm (AEST) on 18 July 2025 |
| Closing Date of the Offer | 5:00pm (AWST) on 23 July 2025 |
| Securities quoted on a deferred settlement basis | 24 July 2025 |
| ASX and Underwriter and sub-underwriters notified of shortfall | 25 July 2025 |
| Issue date and lodgement of Appendix 2A with ASX applying for quotation of the new Shares |
Before 12:00pm (AEST) on 30 July 2025 |
| Quotation of new Shares issued under the Offer | 30 July 2025 |
| Date of General Meeting | 1 August 2025 |
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Underwriter and sub-underwriters subscribe for shortfall under 4 August 2025 the terms of the underwriting agreement
Note: The above dates are indicative only and are subject to change. The Directors may extend the Closing Date by giving at least 3 business days’ notice to ASX prior to the Closing Date. Accordingly, the date the new Shares are expected to commence trading on ASX may vary.
Further information
If you have any queries concerning the above or any questions about the Offer, please contact the Company’s Company Secretary, Matthew Foy, on +61 8 9486 4036 or consult your broker or legal, financial or other professional adviser.
Yours sincerely
Peter Pawlowitsch
Non-Executive Chairman Lanthanein Resources Ltd
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