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ORBMINCO LIMITED — Capital/Financing Update 2022
Oct 10, 2022
65473_rns_2022-10-10_d1e0c59f-1136-4b7d-93ff-a2b37884ba87.pdf
Capital/Financing Update
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Proposed issue of securities
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Announcement Summary
Entity name
WOOMERA MINING LIMITED
Announcement Type
New announcement
Date of this announcement
11/10/2022
The Proposed issue is:
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A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue
Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)
| Maximum Number of | ||
|---|---|---|
| ASX +security code | +Security description | +securities to be issued |
| WML | ORDINARY FULLY PAID | 156,597,382 |
Ex date
24/10/2022
+Record date
25/10/2022
Offer closing date
15/11/2022
Issue date
22/11/2022
Total number of +securities proposed to be issued for a placement or other type of issue
| Maximum Number of | ||
|---|---|---|
| ASX +security code | +Security description | +securities to be issued |
| WML | ORDINARY FULLY PAID | 96,153,846 |
Proposed +issue date
18/10/2022
Refer to next page for full details of the announcement
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Part 1 - Entity and announcement details
1.1 Name of +Entity
WOOMERA MINING 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 Registration Number ACN 073155781
1.3 ASX issuer code
WML
1.4 The announcement is
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New announcement
1.5 Date of this announcement
11/10/2022
1.6 The Proposed issue is:
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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue
1.6a The proposed standard +pro rata issue is:
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- Non-renounceable
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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
WML : 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? No Yes
Details of +securities proposed to be issued
ASX +security code and description
WML : ORDINARY FULLY PAID
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)
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
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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 156,597,382 whole number
Offer price details for retail security holders
In what currency will the offer be made?
AUD - Australian Dollar
What is the offer price per +security for the retail offer? AUD 0.01300
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?
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Yes
Describe the limits on over-subscription
To be set out in proposed Offer Booklet
Will a scale back be applied if the offer is over-subscribed? Yes
Describe the scale back arrangements
At the discretion of the Board subject to all applicable laws
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
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Yes
Details of company options where holders entitled to participate in the offer
ASX +security code and description
WMLOB : OPTION EXPIRING 30-JUN-2023
Date Option must be exercised by
25/10/2022
ASX +security code and description
WMLOC : OPTION EXPIRING 31-MAY-2024
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Date Option must be exercised by 25/10/2022
Part 3C - Timetable
3C.1 +Record date 25/10/2022
3C.2 Ex date
24/10/2022
3C.4 Record date
25/10/2022
3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 28/10/2022
3C.6 Offer closing date
15/11/2022
3C.7 Last day to extend the offer closing date
10/11/2022
3C.9 Trading in new +securities commences on a deferred settlement basis 16/11/2022
3C.11 +Issue date and last day for entity to announce results of +pro rata issue 22/11/2022
3C.12 Date trading starts on a normal T+2 basis
23/11/2022
3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis
25/11/2022
Part 3E - Fees and expenses
3E.1 Will there be a lead manager or broker to the proposed offer? No
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3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? Subject to finalisation of suitable underwriting agreement, details to be set out in proposed Offer Booklet
3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? Subject to finalisation of suitable underwriting agreement, details to be set out in proposed Offer Booklet 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Subject to finalisation of suitable underwriting agreement, details to be set out in proposed Offer Booklet 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated Subject to finalisation of suitable underwriting agreement, details to be set out in proposed Offer Booklet 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? 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
Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Please refer to use of funds in Company's ASX Announcement dated 11 October 2022 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 Details to be set out in proposed Offer Booklet 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No
3F.6 URL on the entity's website where investors can download information about the proposed issue
www.woomeramining.com.au
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3F.7 Any other information the entity wishes to provide about the proposed issue
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 the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)
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Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes
7A.1a Conditions
Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 24/11/2022 Actual No
Comments
Director allocation of 15,300,000 ordinary shares to be approved by shareholders at the upcoming AGM
Part 7B - Issue details
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 +security include an offer of attaching +securities? No
Details of +securities proposed to be issued
ASX +security code and description
WML : ORDINARY FULLY PAID
Number of +securities proposed to be issued
96,153,846
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? Yes
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In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.01300
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
Part 7C - Timetable
7C.1 Proposed +issue date 18/10/2022 Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No
7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes
7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 96,153,846 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No
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Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue? Yes
7E.1a Who is the lead manager/broker?
Adelaide Equity Partners Ltd
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
A 6% success fee on the total funds raised under the share placement and 5m unlisted options with an exercise price of $0.04 each exercisable within 3 years of the date of issue.
7E.2 Is the proposed issue to be underwritten?
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No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
Please refer to the use of funds set out in the Company's ASX Announcement dated 11 October 2022
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No
7F.2 Any other information the entity wishes to provide about the proposed issue
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)
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