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NEOMETALS LTD — Capital/Financing Update 2024
Oct 10, 2024
65430_rns_2024-10-10_35bbdf3f-0b3e-46bf-8594-8c7d0a3a7fc1.pdf
Capital/Financing Update
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11 October 2024
Market Announcements Office ASX Limited Level 40, Central Park 152-158 St Georges Terrace Perth WA 6000
Neometals Ltd - Notice Under Section 708AA(2)(f) of the Corporations Act 2001 (Cth)
This notice is given by Neometals Ltd (ACN 099 116 631) (ASX: NMT) ( Neometals ) under section 708AA(2)(f) of the Corporations Act 2001 (Cth) (the Act ) as modified by the Australian Securities and Investments Commission ( ASIC ) Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 ( ASIC Modification Instruments ).
Neometals has today announced a capital raising comprised of:
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a 1 for 12 pro-rata non-renounceable entitlement offer of new fully paid ordinary shares in Neometals ( New Shares ) (the Entitlement Offer ) to raise up to approximately $5 million (before costs); and
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a placement to sophisticated and institutional investors to raise approximately $4 million (before costs) ( Placement ).
Under the Entitlement Offer, eligible shareholders who subscribe for their entitlement in full are also eligible to apply for additional New Shares that are not subscribed for under the Entitlement Offer ( Top-Up Facility ). Any additional shortfall under the Entitlement Offer will be dealt with by the Company at its absolute discretion. Further details regarding the Entitlement Offer will be set out in the Entitlement Offer Booklet.
For the purposes of section 708AA(7) of the Act, Neometals confirms that:
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a) The New Shares will be offered without disclosure under Part 6D.2 of the Act.
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b) This notice is being given under section 708AA(2)(f) of the Act, as modified by the ASIC Modification Instruments.
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c) As at the date of this notice, Neometals has complied with:
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1) the provisions of Chapter 2M of the Act as they apply to Neometals; and
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2) sections 674 and 674A of the Act.
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d) As at the date of this notice, there is no excluded information of the type referred to in sections 708AA(8) and 708AA(9) of the Act that is required to be set out in this notice under section 708AA(7) of the Act.
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e) The potential effect that the issue of New Shares will have on the control of Neometals, and the consequences of that effect, will depend on a number of factors, including the extent to which eligible shareholders take up their pro-rata entitlements under the Entitlement Offer and subscribe for New Shares under the Top Up Facility. In particular:
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1) the Entitlement Offer is structured as a pro-rata issue. If all eligible shareholders of Neometals take up their entitlements, the ownership interest (and voting power) in Neometals of each eligible shareholder will remain largely unchanged. To the extent that any eligible shareholder of Neometals fails, or is unable, to take up their entitlement in full, their percentage holding in Neometals will be diluted by those other eligible shareholders who take up some or all of their entitlements, or who subscribe for additional New Shares under the Top Up Facility;
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2) the Entitlement Offer is not underwritten. If an eligible shareholder takes-up their full entitlement under the Entitlement Offer (or subscribes for additional New Shares under the Top Up Facility), but the Entitlement Offer is not otherwise fully subscribed, the holding of that eligible shareholder may increase;
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3) the voting power of ineligible shareholders of Neometals will be diluted as a result of the Entitlement Offer;
Neometals Ltd ACN 099 116 631 [email protected]
T +61 8 9322 1182 F +61 8 9321 0556 Level 1, 1292 Hay Street, West Perth WA 6005 Locked Bag 8, West Perth WA 6872
ASX: NMT | LSE: NMT | OTCQX: NMTAY neometals.com.au
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4) the Company is also undertaking the Placement to raise gross proceeds of approximately $4 million. Should the Entitlement Offer be fully subscribed, New Shares in the Company issued under the Placement will represent approximately 5.6% of the fully paid ordinary shares on issue following completion of both the Placement and the Entitlement Offer. Accordingly, existing shareholders of the Company will be diluted by the Placement, even if they take up their entitlements under the Entitlement Offer (but subject to any subscription for New Shares under the Top-Up Facility); and
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5) it is not currently anticipated that any shareholder of the Company or investor will increase their relevant interest above 20% as a result of participating in the Entitlement Offer or the Placement.
In light of these factors, and given the structure of the Entitlement Offer as a pro-rata issue and the current level of substantial holdings (based on substantial holder notices that have been lodged on or prior to the date of this notice), the Entitlement Offer is not expected to have a material consequence on the control of Neometals.
Authorised for release by the Board of Neometals Ltd.
Yours sincerely
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Christopher Kelsall Company Secretary Neometals Ltfindd
ASX: NMT | LSE: NMT | OTCQX: NMTAY neometals.com.au