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ORBMINCO LIMITED — Capital/Financing Update 2019
Aug 13, 2019
65473_rns_2019-08-13_59934472-59ea-4996-b059-4a3acc484248.pdf
Capital/Financing Update
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Woomera Mining Limited ACN 073 155 781 Suite 116, 147 Pirie Street Adelaide SA 5000 [email protected]
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Woomera Mining Limited
14 August 2019
Dear Shareholder,
Non-Underwritten, Pro Rata, Non-Renounceable Rights Offer – Notification to Ineligible Shareholders
On 12 August 2019, Woomera Mining Limited (ASX: WML) ( “WML” or “Company” ) announced a nonunderwritten, pro rata, non-renounceable rights issue of up to 111,567,118 new fully paid ordinary shares in the Company ( “New Shares” ) on the basis that eligible shareholders will be entitled to subscribe for one (1) New Share for every 1.2 existing shares held by the eligible shareholder at 7.00 pm (ACST) on Friday, 16 August 2019 ( “Record Date” ) at an offer price of $0.025 per New Share, together with one free attaching option for every two (2) New Shares subscribed for and issued, to raise up to approximately $2,789,178 ( “Rights Offer ”).
Information about Rights Offer
The Company announced the Rights Offer on 12 August 2019 and lodged a transaction specific prospectus in respect of the Rights Offer with the ASX on 13 August 2019 ( “Prospectus” ). Eligible Shareholders are invited to subscribe for one New Share for every 1.2 Shares held as at the Record Date at an Offer Price of $0.025 per New Share, together with one (1) attaching option for every two (2) New Shares subscribed for and issued. This is the “Priority Offer” .
As part of the Rights Offer, Eligible Shareholders may, subject to conditions, apply for New Shares not applied for under the Priority Offer in excess of their entitlements ( “Additional Shares” ) at the same issue price of $0.025 per New Share ( “Shortfall Offer” ). To the extent that the number of New Shares applied for under the Priority Offer and Shortfall Offer is less than 111,567,118, the remaining New Shares will form part of a general offer to Eligible Shareholders and the public. This is the “Public Offer” .
Further details of the Rights Offer, including the number of shares held by and approximate voting power of the substantial shareholders after completion of the Rights Offer, are set out in the Prospectus lodged with the ASX on 13 August 2019 which will be dispatched to Eligible Shareholders, together with a personalised Entitlement and Acceptance Form, by 21 August 2019.
Eligibility to participate in the Rights Offer
A person is eligible to participate in the Rights Offer if they are a registered holder of shares in the Company on the Record Date and have an address on the Company’s share register in Australia or New Zealand (“ Eligible Shareholder ”).
The Company has otherwise determined, pursuant to Rule 7.7.1(a) of the Listing Rules of the Australian Securities Exchange ( “Listing Rules” ), that it would be unreasonable to make offers under the Prospectus to shareholders with registered addresses outside of Australia and New Zealand ( “Ineligible Shareholders” ), having regard to the small number of such shareholders and the costs of complying with legal and regulatory requirements in each of those jurisdictions.
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Accordingly, in compliance with Rule 7.7.1(b), the Company wishes to advise you that, as your registered address is in a place outside Australia or New Zealand, you are deemed to be an Ineligible Shareholder and therefore not eligible to participate in the offer to subscribe for New Shares or options under the Rights Offer. You will not be sent a Prospectus or a personalised Entitlement and Acceptance Form in relation to the Rights Offer.
Use of Proceeds from the Rights Offer
The Company will use the proceeds from the Rights Offer to fund the acquisition of an 80% interest in the Mt Venn Gold Project ( “Project” ), exploration expenditure in respect of the Project, and working capital of the Company. Further details regarding the use of funds and the Project is set out in the Prospectus lodged with the ASX on 13 August 2019.
Dealing with your rights
An Eligible Shareholder’s Rights are non-renounceable. Accordingly, Eligible Shareholders may not trade their entitlements on the ASX.
Important dates of the Rights Offer
The indicative timetable for the Rights Offer is as follows:
| Date* | Event |
|---|---|
| Monday, 12 August 2019 | Rights Offer Announcement Date |
| Tuesday, 13 August 2019 | Lodgement of Prospectus and Appendix 3B (Rights Offer) withASIC and ASX |
| Wednesday, 14 August 2019 | Company sends letter to Eligible and Non-Eligible Shareholderscontaining information of the Offer and the Offer Timetable |
| Thursday, 15 August 2019 | Rights Offer Ex DateCompany shares trade on an ex-basis for the Rights Offer |
| Settlement of New Shares pursuant to the PlacementLodgement of Appendix 3B (Placement) | |
| At 7:00pm (ACST) onFriday, 16 August 2019 | Rights Offer Record Date |
| Wednesday, 21 August 2019 | Rights Offer Opening DateRights Offer opensProspectus dispatched to Eligible Shareholders |
| Friday, 6 September 2019 | Last day to extend the offer closing date |
| At 5:00pm (ACST) on | Rights Offer Closing Date |
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| Date* | Event |
|---|---|
| Wednesday, 11 September 2019 | |
| Thursday, 12 September 2019 | Rights Offer – Quotation on a deferred settlement basis |
| Monday, 16 September 2019 | Rights Offer Shortfall Notification DateCompany announces results of the Rights Offer and notifies ASXof under-subscriptions (if any) |
| Wednesday, 18 September 2019 | Rights Offer Allotment DateIssue date under Offer – Deferred settlement trading ends |
| Thursday, 19 September 2019 | Rights Offer Trading DateNormal trading of Rights Offer Shares |
| Friday, 20 September 2019 | Rights Offer Dispatch DateDispatch of holding statements |
*This Timetable is indicative only. Applicants are encouraged to submit their Entitlement and Acceptance Form and Application Monies as soon as possible after the Rights Offer opens. The Directors may vary these dates subject to the Listing Rules. An extension of the Closing Date will delay the anticipated date for allotment and issue of the New Shares. The Directors also reserve the right not to proceed with the whole or part of the Rights Offer any time prior to allotment and issue of the New Shares. In that event, the relevant Application Monies (without interest) will be refunded in full to Applicants.
Purpose of this letter
This letter is to inform you about the Rights Offer, and to explain why you will not be able to subscribe for New Shares or options under the Rights Offer. This letter is not an offer to issue New Shares or options to you, nor an invitation for you to apply for New Shares or options.
You are not required to do anything in response to this letter.
If you have any questions in relation to any of the above matters, please contact WML’s Company Secretary, Jonathan Lindh, on 08 8232 6201 (within Australia) or +61 8 8232 6201 (outside Australia).
On behalf of the Board of WML, we thank you for your continued support.
Yours sincerely,
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Mr Neville Martin
Chairman
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