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ORE RESOURCES LIMITED — Capital/Financing Update 2024
Mar 24, 2024
65504_rns_2024-03-24_83aee93b-86ca-4ec1-8c3c-bf3b14ed98ba.pdf
Capital/Financing Update
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Appendix 3B - Proposed issue of securities
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Announcement Summary
Entity name
FUTURE BATTERY MINERALS LIMITED
Announcement Type
New announcement
Date of this announcement
25/3/2024
The Proposed issue is:
A placement or other type of issue
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 |
| New class-code to be | Performance Rights | 7,000,000 |
| confirmed | ||
| New class-code to be | Unlisted options | 5,000,000 |
| confirmed | ||
| New class-code to be | Unlisted options | 5,000,000 |
| confirmed | ||
| New class-code to be | Performance Rights | 120,967,744 |
| confirmed | ||
| New class-code to be | Unlisted option | 5,000,000 |
| confirmed | ||
| FBM | ORDINARY FULLY PAID | 16,129,033 |
Proposed +issue date
16/5/2024
Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
Part 1 - Entity and announcement details
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1.1 Name of +Entity
FUTURE BATTERY MINERALS 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
ABN
Registration Number
91148966545
1.3 ASX issuer code
FBM
1.4 The announcement is
New announcement
1.5 Date of this announcement
25/3/2024
1.6 The Proposed issue is:
A placement or other type of issue
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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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 16/5/2024 Estimated
Comments
Part 7B - Issue details
Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class
Details of +securities proposed to be issued
ASX +security code and description
FBM : ORDINARY FULLY PAID
Number of +securities proposed to be issued
16,129,033
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? No
Please describe the consideration being provided for the +securities
Fully paid ordinary shares to be issued as part of the consideration under the Sale and Purchase Agreement (SPA) between Future Battery Minerals Ltd (ASX: FBM) and Corazon Mining Ltd (ASX: CZN)
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 1,000,000.000000
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
Yes
Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
| Have you received confirmation from | Will the entity be seeking quotation |
|---|---|
| ASX that the terms of the proposed | of the 'new' class of +securities on |
| +securities are appropriate and | ASX? |
| equitable under listing rule 6.1? | Yes |
| No | |
| ASX +security code | +Security description |
| New class-code to be confirmed | Performance Rights |
| +Security type | |
| Performance shares/units | |
| Number of +securities proposed to be | issued |
| 7,000,000 | |
| Offer price details | |
| Are the +securities proposed to be issued being issued for a cash consideration? | |
| No | |
| Please describe the consideration being provided for the +securities The performance rights with various vesting conditions are to be issued to Mr. Neville Power under the Company Employee Incentive Plan, subject to shareholder approval. |
|
| Please provide an estimate of the AUD | equivalent of the consideration being |
| provided for the +securities | |
| 0.000001 | |
| Will all the +securities issued in this class rank equally in all respects from | |
| their issue date? | |
| Yes |
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Performance shares/units details
+Security currency
AUD - Australian Dollar
Will there be +CDIs issued over the +securities? No
Is it a partly paid class of +security? No Is it a stapled +security? No
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.
The terms of the performance rights are set out in the Company's ASX announcement dated 25 March 2024
Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed Unlisted options
+Security type
Options
Number of +securities proposed to be issued
5,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? No
Please describe the consideration being provided for the +securities
The unlisted options are to be issued to Mr. Neville Power under the Company Employee Incentive Plan, subject to shareholder approval.
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
0.000001
Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.1400 16/5/2029 Details of the type of +security that will be issued if the option is exercised FBM : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One ordinary share per one unlisted option Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. The terms of the unlisted options are set out in the Company's ASX announcement dated 25 March 2024 Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed Unlisted options
+Security type
Options
Number of +securities proposed to be issued
5,000,000
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? No
Please describe the consideration being provided for the +securities
The unlisted options are to be issued to Mr. Neville Power under the Company Employee Incentive Plan, subject to shareholder approval. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000001 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.1000 16/5/2029 Details of the type of +security that will be issued if the option is exercised FBM : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One ordinary share per one unlisted option Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. The terms of the unlisted options are set out in the Company's ASX announcement dated 25 March 2024 Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class Details of +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? Yes No
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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ASX +security code +Security description New class-code to be confirmed Performance Rights +Security type Performance options/rights
Number of +securities proposed to be issued 120,967,744 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No
Please describe the consideration being provided for the +securities
Performance rights with various vesting conditions to be issued as part of the consideration under the Sale and Purchase Agreement (SPA) between Future Battery Minerals Ltd (ASX: FBM) and Corazon Mining Ltd (ASX: CZN) Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 7,500,000.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes
Performance options/rights details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0000 16/5/2029 Details of the type of +security that will be issued if the option is exercised FBM : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One ordinary share per one performance right Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. The terms of the performance rights are set out in the Company's ASX announcement dated 25 March 2024
Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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issued over them)
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Have you received confirmation from Will the entity be seeking quotation
ASX that the terms of the proposed of the 'new' class of +securities on
+securities are appropriate and ASX?
equitable under listing rule 6.1? Yes
No
ASX +security code +Security description
New class-code to be confirmed Unlisted option
+Security type
Options
Number of +securities proposed to be issued
5,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
The unlisted options are to be issued to Mr. Neville Power under the Company Employee Incentive Plan, subject to
shareholder approval.
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
0.000001
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD 0.1800 16/5/2029
Details of the type of +security that will be issued if the option is exercised
FBM : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
One ordinary share per one unlisted option
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
The terms of the unlisted options are set out in the Company's ASX announcement dated 25 March 2024.
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Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Part 7C - Timetable
7C.1 Proposed +issue date
16/5/2024
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? Yes 7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 16/5/2024 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
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Legal fees
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities Shares and performance rights (PR) will be issued as consideration under the SPA with Corazon Mining Limited (ASX: CZN). Mr. Power will receive 7 million PR and 15 million unlisted options as part of his remuneration under the Company's incentive plan. 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)
Appendix 3B - Proposed issue of securities
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