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MOAB MINERALS LIMITED Capital/Financing Update 2022

Jul 19, 2022

65360_rns_2022-07-19_4661d20f-d59d-4461-8412-c1e2d6c17e06.pdf

Capital/Financing Update

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DELECTA LIMITED (TO BE RENAMED “MOAB MINERALS LIMITED”)

ACN 009 147 924

SUPPLEMENTARY PROSPECTUS

1. IMPORTANT INFORMATION

This supplementary prospectus ( Supplementary Prospectus ) is dated 19 July 2022 and is supplementary to the prospectus dated 23 June 2022 ( Prospectus ) issued by Delecta Limited (to be renamed “Moab Minerals Limited”) (ACN 009 147 924) ( Company ).

This Supplementary Prospectus was lodged with the ASIC on 19 July 2022. The ASIC, the ASX and their respective officers take no responsibility for the contents of this Supplementary Prospectus.

This Supplementary Prospectus must be read together with the Prospectus. Other than as set out below, all details in relation to the Prospectus remain unchanged. Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus. To the extent of a conflict between the Prospectus and the Supplementary Prospectus, this Supplementary Prospectus will prevail.

This Supplementary Prospectus will be issued with the Prospectus as an electronic prospectus, copies of which can be downloaded from the website of the Company at www.delecta.com.au. The Company will send a copy of this Supplementary Prospectus to all Applicants who have subscribed for Shares pursuant to the Prospectus to the date of this Supplementary Prospectus.

This is an important document and should be read in its entirety. If you do not understand it, you should consult your professional advisers without delay.

2. PURPOSE OF THIS DOCUMENT

The Supplementary Prospectus has been prepared to provide investors with updated information in relation to the Prospectus, specifically:

  • (a) providing an updated timetable;

  • (b) providing updated risk factors; and

  • (c) providing updated material contract summaries.

3. AMENDMENTS TO THE PROSPECTUS

3.1 Timetable

The Board wishes to advise that the Closing Date of the Offers has been extended from 5:00pm (WST) on 13 July 2022 until 5:00pm (WST) on 3 August 2022. Accordingly, the Indicative Timetable in Section 2 (Key Offer Information) of the Prospectus is deleted and replaced with the following:

Event Date
Notice of Meeting for the Acquisition and Disposal sent to
Shareholders
10 June 2022
Lodgement of Prospectus with ASIC 23 June 2022
Opening date of the Offers 1 July 2022

This Supplementary Prospectus is intended to be read with the Prospectus dated 23 June 2022 issued by Delecta Limited (to be renamed “Moab Minerals Limited”) (ACN 009 147 924).

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Event Date
General Meeting to approve the Proposed Acquisition and
Proposed Disposal
2 August 2022
Closing date of the Offers 3 August 2022
Issue of Securities under the Offers 11 August 2022
Settlement of the Proposed Acquisition and Proposed Disposal 11 August 2022
Despatch of holdings statements 12 August 2022
Expected date for reinstatement of the Company to official
quotation
25 August 2022

1. The above dates are indicative only and may change without notice. Unless otherwise indicated, all times given are WST. The Company reserves the right to extend the Closing Date or close the Offers early without prior notice. The Company also reserves the right not to proceed with the Offers at any time before the issue of Securities to applicants.

2. If the Offers are cancelled or withdrawn before completion of the Offers, then all application monies will be refunded in full (without interest) as soon as possible in accordance with the requirements of the Corporations Act. Investors are encouraged to submit their applications as soon as possible after the Offers open.

For consistency, the reference to “ 13 July 2022 ” in Section 4.10.1 of the Prospectus is deleted and replaced with “ 3 August 2022 .”

3.2 Risk Factors

Section 7.2 (Risks relating to Change in Nature and Scale of Activities) of the Prospectus is amended by adding the following into the table of risk factors (such that it is the first risk factor stated in Section 7.2):

Termination risk Although neither the Company nor Calvista Holdings have indicated a current intention to do so, from 1 August 2022 both parties have the right to terminate the Disposal Agreement as various conditions precedent to settlement of the Proposed Disposal Agreement will not be satisfied by 31 July 2022.

The Company notes that the Disposal Agreement will remain on foot until a notice of termination is provided by either party. At present, the Company does not intend to terminate the Disposal Agreement.

The Proposed Disposal constitutes a significant change in the nature and scale of the Company’s activities and the Company needs to re-comply with Chapters 1 and 2 of the Listing Rules as if it were seeking admission to the Official List of ASX. Trading in the Company’s Shares is currently suspended and will remain suspended until the Company recomplies with Chapters 1 and 2 of the Listing Rules following settlement of the Proposed Acquisition and the Proposed Disposal.

There is a risk that prior to completion of the Proposed Disposal, the Company or Calvista Holdings will exercise their right to terminate the Disposal Agreement. If the Proposed Disposal is not completed, the Company will incur costs relating to advisors and other costs without any material benefit being achieved. Should this occur, Shares will not be able to be traded on the ASX until such time as the Company has recompiled with Chapters 1 and 2 of the Listing Rules and

This Supplementary Prospectus is intended to be read with the Prospectus dated 23 June 2022 issued by Delecta Limited (to be renamed “Moab Minerals Limited”) (ACN 009 147 924).

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Shareholders may be prevented from trading their Shares until such time as a successful re-compliance is completed.

3.3 Material Contracts

3.3.1 Acquisition Agreement

The Board wishes to advise that the Company and the vendors of Nabberu Minerals have agreed to extend the End Date for satisfaction of the conditions precedent to the Acquisition Agreement to 30 September 2022. Accordingly, the reference to “ 31 July 2022 ” in Section 9.2.1 (Acquisition Agreement) of the Prospectus is deleted and replaced with “ 30 September 2022 ”. For consistency, in Part A of Section 3, the reference to “ 31 July 2022 ” is also deleted and replaced with “ 30 September 2022 ”.

3.3.2 Disposal Agreement

Section 9.2.2 (Disposal Agreement) of the Prospectus is amended by adding the following (as the last paragraph of Section 9.2.2, immediately preceding the commencement of Section 9.3):

The Board wishes to advise that due to the delays outside of the control of the Company, various conditions precedent to settlement of the Disposal Agreement will not be satisfied by 31 July 2022, being the end date for satisfaction or waiver of the conditions precedent to settlement of the Disposal Agreement. As a result, from 1 August 2022, both the Company and Calvista Holdings will have a right to terminate the Disposal Agreement. The Company notes that the Disposal Agreement will remain on foot until a notice of termination is provided by either party. At present, the Company does not intend to terminate the Disposal Agreement.

4. CONSENTS

The Company confirms that as at the date of this Supplementary Prospectus, each of the parties that have been named as having consented to being named in the Prospectus have not withdrawn that consent.

5. DIRECTORS’ AUTHORISATION

This Supplementary 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 Supplementary Prospectus with the ASIC.


Malcolm Day Managing Director Delecta Limited (to be renamed “Moab Minerals Limited”)

This Supplementary Prospectus is intended to be read with the Prospectus dated 23 June 2022 issued by Delecta Limited (to be renamed “Moab Minerals Limited”) (ACN 009 147 924).

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