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PRODIGY GOLD NL — Capital/Financing Update 2025
Jun 9, 2025
65615_rns_2025-06-09_5ae8b067-c5ef-4ef4-b310-496fef4037ce.pdf
Capital/Financing Update
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ASX ANNOUNCEMENT / MEDIA RELEASE
ASX: PRX
10 June 2025
Further to the announcement by Prodigy Gold NL (ASX: PRX) ( Prodigy Gold ) earlier today regarding the non-renounceable en�tlement offer of one (1) new fully paid ordinary share in Prodigy Gold ( Share ) for every one (1) Share registered as being held on the Record Date ( En�tlement Offer ), in accordance with sec�on 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Corpora�ons Act ), Prodigy Gold advises that:
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(1) Corpora�ons Act;
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(2) this no�ce is given pursuant to paragraph 708AA(2)(f) of the Corpora�ons Act;
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(3) as at the date of this no�ce, Prodigy Gold has complied with:
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(a) the provisions of Chapter 2M of the Corpora�ons Act as they apply to Prodigy Gold; and
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(b) sec�ons 674 and 674A of the Corpora�ons Act;
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(4) as at the date of this no�ce, there is no “excluded informa�on” of the type referred to in sec�on 708AA(8) of the Corpora�ons Act that is required to be disclosed in accordance with sec�on 708AA(9) of the Corpora�ons Act; and
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(5) excep�on 10 of sec�on 611 of the Corpora�ons Act, no person shall be en�tled to acquire Shares pursuant to the En�tlement Offer and the ancillary shor�all offer if to do so would result in their, or another person’s, vo�ng power increasing from 20% or below to more than 20%, or from a star�ng point above 20% to below 90%, unless an separate excep�on to the restric�ons contained in sec�on 606 of the Corpora�ons Act applies.
The only excep�on that may apply, in this instance, is excep�on 9 of sec�on 611 of the Corpora�ons Act (i.e., the “3% creep” excep�on).
As at the date of this no�ce, only BNP Paribas Noms Pty Ltd, APAC Resources Limited (and its Related Bodies Corporate (as that term is defined in the Corpora�ons Act)) and Allied Proper�es Investments (1) Company Limited (together, APAC Group ) have held vo�ng power of at least 19% throughout the 6 months prior to the forecast date of issue (currently 29.55%).
Accordingly, as APAC Group held vo�ng power of 29.55% six months before the date of the En�tlement Offer, it may acquire Vo�ng Power in the Company of up to 3%, taking it to 32.55%.
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As APAC Group already have vo�ng power in Prodigy Gold of 29.55%, the poten�al increase of APAC Group’s vo�ng power as a result of the En�tlement Offer and ancillary shor�all offer is not expected to have any effect on the control of Prodigy Gold.
Addi�onally, Prodigy Gold has entered into an underwri�ng agreement with Plutus Prospec�ng Pty Ltd ACN 682 005 769 ( Plutus Prospec�ng ) ( Underwri�ng Agreement ), pursuant to which Plutus Prospec�ng has agreed to subscribe, or procure subscrip�ons, for any new Shares not subscribed for by other Eligible Shareholders under the En�tlement Offer or the Shor�all Offer, provided that Plutus Prospec�ng does not acquire a vo�ng power of more than 19.90%.
As at the date of this no�ce, Plutus Prospec�ng does not have any vo�ng power in Prodigy Gold and, accordingly, Plutus Prospec�ng may only acquire vo�ng power in Prodigy Gold of up to 20%.
For illustra�ve purposes, the table below sets out the number of Shares and poten�al vo�ng power in Prodigy Gold that APAC Group or Plutus Prospec�ng could obtain based on the following scenarios:
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APAC Group par�cipates for its full en�tlement to the extent it is able to do so in reliance on the “3% creep” excep�on and applica�ons are received for 0% of all other Shareholders’ en�tlements pursuant to the En�tlement Offer or Shor�all Offer;
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to do in reliance on the “3% creep” excep�on and applica�ons are received for 25% of all other Shareholders’ en�tlements pursuant to the En�tlement Offer or Shor�all Offer;
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to do in reliance on the “3% creep” excep�on and applica�ons are received for 50% of all other Shareholders’ en�tlements pursuant to the En�tlement Offer or Shor�all Offer; and
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to do in reliance on the “3% creep” excep�on and applica�ons are received for 75% of all other Shareholders’ en�tlements pursuant to the En�tlement Offer or Shor�all Offer.
| APAC Group and Plutus Prospec�ng Poten�al Vo�ng Power | APAC Group and Plutus Prospec�ng Poten�al Vo�ng Power | APAC Group and Plutus Prospec�ng Poten�al Vo�ng Power | APAC Group and Plutus Prospec�ng Poten�al Vo�ng Power | |
|---|---|---|---|---|
| Level of Acceptance by Eligible Shareholders (other | than APAC) | |||
| Shareholder Outcomes | ||||
| 0% | 25% | 50% | 75% | |
| New Shares subscribed for by Eligible Shareholders (excluding APAC) |
0 | 559,176,744 | 1,118,353,489 | 1,677,530,233 |
| Total Shares on Issue a�er En�tlement Ofer |
4,704,301,049 | 5,880,376,311 | 6,350,111,102 | 6,350,111,102 |
| Total Shares held by APAC Group a�er the En�tlement Ofer |
1,531,438,163 | 1,914,297,704 | 1,876,697,148 | 1,876,697,148 |
| Vo�ng Power of APAC Group a�er the En�tlement Ofer (%) |
32.55% | 32.55% | 29.55% | 29.55% |
| Total Shares held by Plutus | ||||
| Prospec�ng a�er the En�tlement | 936,155,909 | 1,170,194,886 | 1,118,353,488 | 559,176,744 |
| Ofer | ||||
| Vo�ng Power of Plutus Prospec�ng a�er the En�tlement Ofer (%) |
19.90% | 19.90% | 17.61% | 8.81% |
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For completeness, it is noted that in the event that Plutus Prospec�ng does not obtain Vo�ng Power of at least 19.90% via its underwri�ng of the En�tlement Offer, Prodigy Gold has agreed to issue Plutus Prospec�ng such number of Shares so as to result in Plutus Prospec�ng having vo�ng power in Prodigy Gold of 19.90% via a private placement (a por�on of which may be subject to Shareholder approval).
This announcement has been approved for released by the Board of Directors.
For further informa�on, please contact:
Mark Edwards Managing Director +61 8 9423 9777 [email protected]
About Prodigy Gold NL
million-ounce Tanami Gold Province. Prodigy Gold is currently focused on the Tanami North Project with further work also required to beter understand the development poten�al on the Tanami West Project. The key strategic plan for Prodigy Gold over the coming 2 years includes:
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Advancing priority targets and further development of the Mineral Resources at the Tanami North Project;
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Reviewing the poten�al of the Tanami West Project to determine which prospects require further works;
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A mining op�ons study on the Twin Bonanza Project (Buccaneer and Old Pirate Gold Deposits), including further explora�on on the Oxide and Transi�onal Mineral Resources;
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Systema�c evalua�on of all of Prodigy Gold targets to determine next steps with either further explora�on, divestment or tenement relinquishment; and
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Support joint venture parters to expedite discovery on their projects.
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Figure 1 Prodigy Gold major project areas
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