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MIRAMAR RESOURCES LIMITED — Capital/Financing Update 2024
Jul 8, 2024
65281_rns_2024-07-08_ca34badb-0318-4f9b-9bf1-0c926abcab79.pdf
Capital/Financing Update
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Appendix 3B - Proposed issue of securities
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Update Summary Entity name MIRAMAR RESOURCES LIMITED Announcement Type Update to previous announcement Date of this announcement 9/7/2024 Reason for update to a previous announcement The Rights Issue closing date was extended to Thu, 18 July 2024. Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Part 1 - Entity and announcement details
1.1 Name of +Entity
MIRAMAR 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
34635359965
1.3 ASX issuer code
M2R
1.4 The announcement is
Update/amendment to previous announcement
1.4a Reason for update to a previous announcement
The Rights Issue closing date was extended to Thu, 18 July 2024.
1.4b Date of previous announcement to this update
21/6/2024
1.5 Date of this announcement
9/7/2024
1.6 The Proposed issue is:
A standard +pro rata issue (non-renounceable or renounceable)
1.6a The proposed standard +pro rata issue is:
- Non-renounceable
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Appendix 3B - Proposed issue of securities
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Part 3 - Details of proposed entitlement offer issue
Part 3A - Conditions
3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No
Part 3B - Offer details
+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued
ASX +security code and description
M2R : ORDINARY FULLY PAID
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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No
Details of +securities proposed to be issued
ASX +security code and description M2R : ORDINARY FULLY PAID
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)
Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held
1 1
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Appendix 3B - Proposed issue of securities
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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions of 0.5 or more rounded up 203,198,611 Offer price details for retail security holders In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.00800 Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes
Describe the limits on over-subscription
Further details of the terms of the offer under the Rights Issue will be set out in the prospectus. The lodgement of the prospectus is expected to occur in June 2024. Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements Further details of the terms of the offer under the Rights Issue will be set out in the prospectus. The lodgement of the prospectus is expected to occur in June 2024. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
Attaching +Security Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class
Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)
Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)
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?
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Appendix 3B - Proposed issue of securities
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equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed OPTION EXPIRING JUN-2027
+Security type
Options
Offer ratio (ratio of attaching securities at which the new +securities will be issued)
The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 1 1 What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions of 0.5 or more rounded up 203,198,611
Offer price details for retail security holders
In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD 0.00800
AUD - Australian Dollar
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes
Describe the limits on over-subscription
Further details of the terms of the offer under the Rights Issue will be set out in the prospectus. The lodgement of the prospectus is expected to occur in June 2024.
Will a scale back be applied if the offer is over-subscribed? Yes
Describe the scale back arrangements
Further details of the terms of the offer under the Rights Issue will be set out in the prospectus. The lodgement of the prospectus is expected to occur in June 2024.
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
Options details
+Security currency
AUD - Australian Dollar
Exercise price
AUD 0.0180
Expiry date 30/6/2027
Details of the type of +security that will be issued if the option is exercised
M2R : ORDINARY FULLY PAID
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Appendix 3B - Proposed issue of securities
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Number of securities that will be issued if the option is exercised
One (1) fully paid ordinary share per one (1) option exercised.
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.
The details and terms of the offer of the Options are set out in the Prospectus dated 21 June 2024.
Part 3C - Timetable
3C.1 +Record date
27/6/2024
3C.2 Ex date
26/6/2024
3C.4 Record date
27/6/2024
3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue
2/7/2024
3C.6 Offer closing date
18/7/2024
3C.7 Last day to extend the offer closing date
3C.9 Trading in new +securities commences on a deferred settlement basis
3C.11 +Issue date and last day for entity to announce results of +pro rata issue
25/7/2024
3C.12 Date trading starts on a normal T+2 basis
26/7/2024
3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis
30/7/2024
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Appendix 3B - Proposed issue of securities
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Part 3E - Fees and expenses
3E.1 Will there be a lead manager or broker to the proposed offer? Yes
3E.1a Who is the lead manager/broker?
Cadmon Advisory Pty Ltd (Cadmon) (ACN 616 484 756) (Cadmon is a corporate authorised representative (CAR No. 1253390) of Newport Private Wealth Pty Ltd (AFSL No. 451 820))
3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
Management fee of 3% and selling fee of 3% of the gross proceeds from the Rights Issue, and Shortfall Offer, plus GST, payable in cash, and 20 broker options per dollar raised under the Rights Issue, and Shortfall Offer, exercisable at $0.018 each expiring three (3) years from the date of issue subject to shareholder approval.
3E.2 Is the proposed offer to be underwritten? No
3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No
3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer None.
Part 3F - Further Information
3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
Funds raised will be primarily used for upcoming exploration programmes at Bangemall and Gidji JV Projects, and to provide general working capital for the Company. Refer to section 4 of the Prospectus dated 21 June 2024.
3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?
No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue Refer to section 3 of the Prospectus dated 21 June 2024 for further information. 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes 3F.5a Please provide further details of the offer to eligible beneficiaries
Refer to section 3 of the Prospectus dated 21 June 2024 for further information.
3F.6 URL on the entity's website where investors can download information about the proposed issue Refer to the Prospectus dated 21 June 2024 available for download from www.miramarresources.com.au
3F.7 Any other information the entity wishes to provide about the proposed issue
Refer to the Prospectus dated 21 June 2024 for further details on how to participate in the Rights Issue, the associated risks, terms, and timetable of the offer under the Rights Issue, and the extension of closing date announced on 9 July 2024. 3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes 3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued
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