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RED MOUNTAIN MINING LIMITED — Capital/Financing Update 2014
Sep 18, 2014
65719_rns_2014-09-18_836c0899-0623-4ee0-b918-9e834d7a37e9.pdf
Capital/Financing Update
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19 September 2014
Dear Shareholder
Notice to Overseas Shareholders of Rights Issue
We write to you as the registered holder of Red Mountain Mining Limited ( Red Mountain or Company ) shares as at today’s date. As announced on 15 September 2014, the Directors of Red Mountain have resolved to offer a pro-rata renounceable rights issue of approximately 169,670,665 shares ( New Shares ), on the basis of two New Shares for every nine Shares held on the Record Date at an issue price of $0.008 per New Share, with one free attaching Option exercisable at $0.012 each on or before 31 March 2016 for every two New Shares subscribed for ( New Options ) under the Prospectus to raise approximately $1,357,365 before costs ( Rights Issue or Offer ). New Shares will rank equally with all fully paid ordinary shares in the capital of the Company ( Shares ) already on issue.
The Offer is underwritten by Patersons Securities Limited ( Underwriter or Patersons ) to the extent of 169,670,665 New Shares and 84,835,333 New Options, being the number that would be issued under the Offer based on the number of Shares on issue on the date of lodgement of the Prospectus. The underwriting does not extend to any additional Shares issued prior to the Record Date, including as a result of the exercise of any options on issue. In consideration, Patersons or its nominees will be entitled to a $40,000 corporate advisory fee and a $81,441 underwriting fee (being 6% of the Underwritten Amount). In addition, the Company must issue 56,556,888 Options, each on the same terms as the New Options, to the Underwriter or its nominees.
The funds raised from the Rights Issue are intended to be used for:
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a) Further exploration, including drilling of high priority targets on the Batangas Gold Project.
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b) Completion of the Batangas Gold Project’s Definitive Feasibility Study and final permitting. c) General working capital.
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d) Payment of the costs of the rights issue process, including underwriting fee.
Participation in the Rights Issue is available to Red Mountain shareholders registered on the record date of 25 September 2014 ( Record Date ) and who reside in Australia or New Zealand ( Eligible Shareholders ).
The Rights Issue is being made pursuant to a prospectus which was lodged with the Australian Securities and Investments Commission and the ASX on 18 September 2014 ( Prospectus ). The Prospectus is available at the Company’s website: www.redmm.com.au or on the ASX website (company announcements section, ASX code: RMX) at www.asx.com.au.
In addition to the Offer, the following two offers are being made under the Prospectus:
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a) up to 37,480,000 options on the same terms as New Options, free attaching to the Shares issued as part of the placement announced on 15 September 2014; and
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b) the options to the sub-underwriters as noted above.
Ineligible shareholders
In accordance with the Listing Rules of the Australian Securities Exchange, the Company has considered the number of shareholders with registered addresses outside of Australia and New
Red Mountain Mining Ltd ACN 119 568 106
Unit 1, No. 2 Richardson Street, West Perth, Western Australia, 6005. PO Box 1928, West Perth, W.A. 6872 T: +61 (08) 9226 5668 F: +61 (08) 9486 8616 E: [email protected] W: www.redmm.com.au
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Zealand and the size and value of the shareholdings held by those shareholders. Taking into consideration the costs of complying with the legal requirements and the requirements of the regulatory authorities relating to shareholders with registered addresses outside of Australia and New Zealand, the Company has formed the view that it is unreasonable to extend the Offer to those shareholders ( Ineligible Shareholders ).
Accordingly, Red Mountain will not be sending you a copy of the Prospectus as Red Mountain is unable to extend to you the opportunity to participate in the Rights Issue.
Pursuant to ASX Listing Rule 7.7.1(c), Red Mountain has appointed Patersons as a nominee to sell the rights to the new securities under the Offer to which you are entitled. Patersons will have the absolute and sole discretion to determine the timing and price at which the rights will be sold and the manner of any such sale. Red Mountain will pay Patersons a brokerage fee of the higher of 1.5% of the value of the securities sold or $100 on the execution of the sale of any rights. The net proceeds of the sale of rights after the deducting of all expenses will be forwarded by Red Mountain to you in proportion to your share of such rights.
Notwithstanding that Patersons must sell rights, you may nevertheless receive no net proceeds if the costs of the sale are greater than the sale proceeds. Both the Company and Patersons take no responsibility for the outcome of the sale of such rights or the failure to sell such rights. If you have any queries in relation to the Rights Issue, please do not hesitate to contact Shannon Coates, the Company Secretary on (08) 9226 5668.
Yours faithfully Shannon Coates Company Secretary
Red Mountain Mining Ltd ACN 119 568 106 Unit 1, No. 2 Richardson Street, West Perth, Western Australia, 6005. PO Box 1928, West Perth, W.A. 6872 T: +61 (08) 9226 5668 F: +61 (08) 9486 8616 E: [email protected] W: www.redmm.com.au