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MEC RESOURCES LIMITED — Capital/Financing Update 2024
Oct 1, 2024
65353_rns_2024-10-01_43183e28-189f-4a9a-a251-85629bcf75b6.pdf
Capital/Financing Update
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ASX ANNOUNCEMENT
2 October 2024
ENTITLEMENT OFFER OPEN AND PROSPECTUS DISPATCH
MEC Resources Limited ( “MEC” or the “Company” ) (ASX:MMR) refers to its previous announcement on 11 July 2024 in relation to its pro-rata non-renounceable entitlement offer of one (1) new fully paid ordinary shares ( Share ) for every one (1) share held by Eligible Shareholders at an issue price of $0.005 together with one (1) free attaching listed Option ( New Option ) for every two (2) Shares subscribed for and issued to raise up to $4,894,864 (before costs) ( Entitlement Offer ).
The Company lodged a prospectus for the Entitlement Offer ( Prospectus ) with ASIC and ASX on 23 September 2024. The Company is pleased to announce that the Prospectus and accompanying Entitlement and Acceptance Form have been dispatched to Eligible Shareholders (as defined in the Prospectus) and the Entitlement Offer is now open.
The Prospectus is available for Eligible Shareholders to view via the Company’s website at the following link: htps://www.mecresources.com.au/investors/prospectus/ and the Share Registry’s website www.investorserve.com.au.
Eligible Shareholders should carefully read the Prospectus for further details about the Entitlement Offer, including how to participate in the Entitlement Offer.
A letter to ineligible shareholders notifying them of the Offer and their inability to participate has also been despatched.
The Entitlement Offer is scheduled to close at 5:00pm (AEDT) on Friday, 18 October 2024 (unless extended).
If Eligible Shareholders have any questions in relation to the Entitlement Offer, they should contact their stockbroker, accountant, solicitor, or other professional advisor or contact the Company’s share registry, Boardroom Pty Ltd, by phone on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) during the Entitlement Offer period.
Indicative Timetable[1 ]
| ACTION | DATE |
|---|---|
| Lodgement of Prospectus with the ASIC | Monday, 23 September 2024 |
| Lodgement of Prospectus and Appendix 3B with ASX | Monday, 23 September 2024 |
| Ex Date of Ofer | Thursday, 26 September 2024 |
| Record date for determining Enttlements of Ofer | Friday, 27 September 2024 |
| Opening Date for Ofer and Cleansing Ofer, Prospectus despatched to Shareholders and Company announces that despatch has been completed |
Wednesday, 2 October 2024 |
MEC Resources Ltd
ACN 113 900 020
Level 1, 9 Bowman Street, South Perth WA 6151 T: +61 142 593 363
[email protected] www.mecresources.com.au
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| Last date to extend the Closing Date of the Ofer2 | Tuesday, 15 October 2024 |
|---|---|
| Closing Date of Ofer | Prior to 5:00pm (AEDT), Friday, 18 October 2024 |
| Securites quoted on a deferred setlement basis from market open |
Monday, 21 October 2024 |
| Announcement of results of Ofer | Monday, 21 October 2024 |
| Issue of Shares under the Ofer and lodgement of an Appendix 2A with ASX applying for quotaton of the Shares |
Friday, 25 October 2024 |
| Despatch of holding statements | Friday, 25 October 2024 |
| Expected date for quotaton on ASX and re-admission to the Ofcial List3 |
Monday, 28 October 2024 |
| Closing Date of Cleansing Ofer and issue of Shares under the Cleansing Ofer |
Monday, 28 October 2024 |
Notes:
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The above dates are indicative only and may change without notice.
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The Directors may extend the Closing Date by giving at least three (3) Business Days’ notice to ASX prior to the Closing Date. As such the date the Shares are expected to re-commence trading on ASX may vary.
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The proposed date of Re-Instatement and quotation of Shares is conditional on ASX being satisfied (in its discretion) that all Conditions have been satisfied. There is no guarantee that the Shares will be reinstated to Official Quotation following completion of the Offer.
David Breeze (Managing Director) authorised the release of this announcement to the market.
For further information please contact: David Breeze Managing Director Ph: +61 (0)8 9328 8477
Disclaimer
All statements, other than statements of historical fact, which address activities, events or developments that MEC believes, expects, or anticipates will or may occur in the future, are forward-looking statements.
Such statements are not a guarantee of future performance and involve unknown risks and uncertainties, as well as other factors which are beyond the control of MEC. Actual results and developments may differ materially from those expressed or implied by the forward-looking statements in connection with the Entitlement Offer depending upon a variety of factors. Nothing in this announcement should be construed as either an offer to sell or a solicitation of an offer to buy or sell securities.
Not an offer in the United States
This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.
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2 October 2024
PRO-RATA NON-RENOUNCEABLE ENTITLEMENT OFFER
Dear Eligible Shareholder,
As announced on23 September 2024, MEC Resources Limited (ACN 113 900 020) ( Company ) is undertaking a pro-rata non-renounceable entitlement issue of one (1) Share for every one (1) existing Share together with 1 free attaching listed Option ( New Option ) for every 2 Shares subscribed for and issued held by those Shareholders registered at the Record Date at an issue price of $0.005 per Share to raise up to $4,894,864 (before costs) ( Entitlement Offer ).
The Company lodged a prospectus for the Offer with ASIC and ASX on 23 September 2024. The purpose of the Offer is to raise up to approximately $4,894,864 (before costs) and to assist the Company with its reinstatement to trading status on the ASX. The Offer is conditional on the reinstatement conditions being satisfied, as set out in Section 2 of the Prospectus. The Company intends to apply the funds raised from the Offer (less expenses) to additional investment in investee company Advent Energy Ltd, new PDF authorised investments, corporate costs and working capital purposes. For further details regarding the purposes of the Offer refer to Section 4.10 and 5.7 of the Prospectus.
The Shares will rank equally with all fully paid ordinary shares in the capital of the Company on issue. Following completion of the Offer (assuming all Shares offered under the Prospectus are issued and ignoring the effects of rounding of fractional entitlements, and no further Shares are issued, or existing Options are exercised prior to the Record Date), the Company will have issued approximately 978,972,711 Shares resulting in the total shares on issue being approximately 1,957,995,422. The Company will also issue 489,486,356 New Options resulting in the total options on issued being 544,050,280.
Participation in the Offer
The Offer is being made to all shareholders of the Company named on its register of members on Friday, 27 September 2024 whose registered address is in Australia or New Zealand ( Eligible Shareholders ). You have been deemed to be an Eligible Shareholder for the purposes of the Offer. The Offer opens on Wednesday, 2 October 2024, and is expected to close at 5.00pm (AEDT) on Tuesday, 18 October 2024 (unless extended) as set out in the Prospectus.
The number of Shares for which you are entitled to apply for under the Offer ( Entitlement ) is shown on your personalised Entitlement and Acceptance Form. The actions Eligible Shareholders may take in respect of the Offer are:
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(1) If you wish to accept your full Entitlement:
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a) take up all of your Entitlement in accordance with the instructions on the Entitlement and Acceptance Form; and
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b) pay the application monies for the amount indicated on your Entitlement and Acceptance Form (in full) by BPAY or Electronic Funds Transfer (EFT), so that is received by no later than 5:00pm (WST) on the Closing Date; or
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(2) if you wish to accept part of your Entitlement:
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a) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and
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b) pay the appropriate application monies by BPAY or EFT so that is received no later than 5:00pm (WST) on the Closing Date; or
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(3) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.
A copy of the Prospectus is also available on ASX’s and the Company’s website.
Eligible Shareholders will be dispatched a link to the Prospectus together with an Entitlement and Acceptance Form no later than 2 October 2024 either by mail or electronically based on the Eligible Shareholder’s registered preference with the Company at the Record Date.
Indicative Timetable[1 ]
| ACTION | DATE |
|---|---|
| Lodgement of Prospectus with the ASIC | Monday, 23 September 2024 |
| Lodgement of Prospectus and Appendix 3B with ASX | Monday, 23 September 2024 |
| Ex Date of Ofer | Thursday, 26 September 2024 |
| Record date for determining Enttlements of Ofer | Friday, 27 September 2024 |
| Opening Date for Ofer and Cleansing Ofer, Prospectus despatched to Shareholders and Company announces that despatch has been completed |
Wednesday, 2 October 2024 |
| Last date to extend the Closing Date of the Ofer2 | Tuesday, 15 October 2024 |
| Closing Date of Ofer* | Prior to 5:00pm (AEDT), Friday, 18 October 2024 |
| Securites quoted on a deferred setlement basis from market open |
Monday, 21 October 2024 |
| Announcement of results of Ofer | Monday, 21 October 2024 |
| Issue of Shares under the Ofer and lodgement of an Appendix 2A with ASX applying for quotaton of the Shares |
Friday, 25 October 2024 |
| Despatch of holding statements | Friday, 25 October 2024 |
| Expected date for quotaton on ASX and re-admission to the Ofcial List3 |
Monday, 28 October 2024 |
| Closing Date of Cleansing Ofer and issue of Shares under the Cleansing Ofer |
Monday, 28 October 2024 |
Notes:
-
The above dates are indicative only and may change without notice.
-
The Directors may extend the Closing Date by giving at least three (3) Business Days’ notice to ASX prior to the Closing Date. As such the date the Shares are expected to re-commence trading on ASX may vary.
-
The proposed date of Re-Instatement and quotation of Shares is conditional on ASX being satisfied (in its discretion) that all Conditions have been satisfied. There is no guarantee that the Shares will be reinstated to Official Quotation following completion of the Offer.
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Further details of the Offer, including details on how to accept the Offer and key risks associated with an investment in the Company are set out in the Prospectus. Eligible Shareholders should read the Prospectus carefully and consult their profession advisers as necessary.
If you have any queries regarding the Offer or require a hard copy of the Prospectus, please contact your financial adviser or the Company’s Share Registry on phone on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) during the Entitlement Offer period.
Yours faithfully
David Breeze Managing Director MEC Resources Limited