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ORA BANDA MINING LTD — Capital/Financing Update 2019
Apr 29, 2019
65475_rns_2019-04-29_af557378-2336-47b9-9add-b8e77caca70c.pdf
Capital/Financing Update
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30 April 2019
Dear Optionholder
NOTICE TO OPTIONHOLDERS OF NON-RENOUNCEABLE ENTITLEMENT OFFER
On 30 April 2019, Eastern Goldfields Limited (Subject to Deed of Company Arrangement and to be renamed Ora Banda Limited) ( Company ) announced that it would be offering shareholders the opportunity to participate in a nonrenounceable pro-rata entitlement offer to raise up to $7.6 million (before costs) ( Offer ) on the basis of one fully paid ordinary share in the capital of the company for every one share held by eligible shareholders at the record date at an issue price of 1 cent per New Share.
Only shareholders with a registered address in Australia, New Zealand, Hong Kong, Singapore, United Kingdom and Canada on the record date will be eligible to participate in the Offer ( Eligible Shareholders ).
Assuming no options are exercised before the record date, up to 761,784,750 New Shares will be issued under the Offer. The Offer is non-renounceable so rights are not tradeable on the ASX. New Shares will rank equally with the Company's existing shares.
The Offer is being made pursuant to a prospectus lodged with the Australian Securities and Investment Commission and ASX Limited ( ASX ) on 29 April 2019 ( Prospectus ) which is available on the Company’s website www.easterngoldfields.com.au and on the ASX website at www.asx.com.au.
Optionholders
The purpose of this letter is to give you notice, as an option holder of the Company, that if you wish to participate in the Offer in relation to the shares underlying your options, you must exercise your options before the record date.
Notice of exercise of your options and payment of the exercise price of the options must be received by the Company's share registry, Computershare Investor Services Pty Limited, on or before 3 May 2019. Any notice of exercise of options received after this date cannot be assured of the allotment of shares by the record date. If you require an option exercise form, please contact the Share Registry on 1300 850 505 (within Australia) or + 61 3 9415 5000 (outside Australia).
There is no obligation for you to exercise your options. This letter is intended to inform you of your rights in relation to your options and the Offer. If you do not wish to participate in the Offer, you do not need to take any action.
Purpose of Offer
The Company has entered into a deed of company arrangement and will undertake a recapitalisation to restructure the Company's capital and asset base to allow the Company to be debt free, have sufficient working capital to undertake its exploration program and to facilitate the reinstatement of the Company's shares to trading on ASX. The recapitalisation will include a capital raising of not less than $30 million and up to $40 million ( Capital Raising ). The Capital Raising comprises:
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(a) the Offer;
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(b) an offer of shares not subscribed for under the Offer, which is available to existing Shareholders and new investors ( Shortfall Offer );
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(c) an offering of convertible notes raising up to $38.7 million, available to sophisticated and professional investors (the amount to be reduced to the extent that existing Eligible Shareholders take up their entitlements under the Offer and Shortfall Offer and new investors to subscribe for Shares under the Shortfall Offer and placement offer); and
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(d) an offer of shares priced at 1 cent per share to raise up to $4 million, with the shares to be issued following receipt of Shareholder approval ( Placement Offer ).
The Company has appointed Hartleys Limited as lead manager of the Capital Raising to assist with the provision of corporate advice and capital raising services to ensure that the Company meets its capital requirements.
Eastern Goldfields Limited ABN 69 100 038 266 Level 2, 220 St Georges Terrace, Perth WA 6000 Phone: +61 (8) 6241 1888
Indicative Timetable
The timetable for the offer is as follows:
| Event | Indicative Date |
|---|---|
| Despatch Prospectus and Notice of Meeting | 6 May 2019 |
| Entitlement Offer Opening Date New Convertible Note raising commences |
6 May 2019 |
| Entitlement Offer Closing Date | 15 May 2019 |
| Allocate Shortfall Shares | 20 May 2019 |
| New Convertible Note offer closes | 20 May 2019 |
| Entitlement Offer / New Convertible Note proceeds received by the Company |
27 May 2019 |
| Issue Entitlement Offer Shares, Shortfall Shares and New Convertible Notes |
27 May 2019 |
| Creditors' Trust established, DOCA effectuated and Company comes out of DOCA |
27 May 2019 |
| Despatch of holding statements | 28 May 2019 |
| Complete Proxy Forms for General Meeting and AGM | by 5 June 2019 |
| Voting Cut-Off Date for General Meeting and AGM | 5 June 2019 |
| General Meeting and AGM | 7 June 2019 |
| Issue of Shares to creditors | 11 June 2019 |
| Issue of Placement Shares | 11 June 2019 |
| Placement Offer Closing Date | 11 June 2019 |
| Expected date for Shares to recommence trading on ASX | 19 June 2019 |
The above timetable is indicative only and all dates may be subject to change. The Company reserves the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares.
Shortfall
If Eligible Shareholders do not wish to take up any part of their entitlement they are not required to take any action. Eligible Shareholders may apply for any shortfall shares under the separate Shortfall Offer made pursuant to the Prospectus.
Prospectus
Details of the Offer are contained in the Prospectus. Eligible Shareholders should consider Prospectus carefully before deciding whether to participate in the Offer and consult with their professional advisors if they have any queries.
Yours faithfully
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Peter Mansell Non-Executive Chairman
Eastern Goldfields Limited ABN 69 100 038 266 Level 2, 220 St Georges Terrace, Perth WA 6000 Phone: +61 (8) 6241 1888