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RESOURCE BASE LIMITED. Capital/Financing Update 2021
65667_rns_2021-07-07_42a0f36c-a418-4fb0-9abe-43625dbf86db.pdf
Capital/Financing Update
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Company Announcement
8 July 2021
Statement of Confirmations
Resource Base Limited (ACN 113 385 425) (Company or RBX) confirms that all conditions precedent to the initial public offer (Offer) under the Company's prospectus dated 7 May 2021 (Prospectus) have been satisfied. The Company has issued 27,500,000 Shares to raise $5,500,000.
Capitalised terms in this announcement have the same meaning given under the Prospectus.
The Company confirms:
- (a) the Offer under the Prospectus closed on 14 June 2021 and that issue of the Shares subscribed for under the Prospectus (as detailed above) has been completed; and
- (b) the Maximum Subscription under the Prospectus was reached.
Acquisition Agreement
The Company confirms satisfaction of the conditions precedent under the Acquisition Agreement between the Company and the Vendor, as set out in 9.2.1 of the Prospectus.
Settlement of the Acquisition occurred on 2 July 2021.
The Settlement Shares have been issued by the Company to the Vendor and the applicable transfer documentation with respect to EL4590 has been lodged with Earth Resources Regulation (Victoria) for processing. The formal transfer of title in the name of the Company is expected to complete in the coming weeks, in the ordinary course of business. The Board confirms that this will not interfere with its ability to access the Tenement and undertake its proposed work program during the processing period.
The Company confirms that it is not aware of any legal, regulatory, statutory or contractual impediments to it entering exploration licence EL4590 and carrying out exploration activities on the Black Range Project and accordingly shall be in a position to allocate its proposed funding as set out in the Prospectus.
Resource Base Limited ACN: 113 385 425
ASX: RBX
Registered Office Suite 5, 62 Ord Street West Perth WA 6156 +61 (0)8 9322 1587 [email protected] resourcebase.com.au
Company Directors
Shannon Green Executive Chairman John Lewis Executive Director / CFO Jamie Myers Non-Executive Director Shannon Coates Company Secretary
Mark Flynn Investor Relations +61 (0)416 068 733 [email protected]
Issue of Securities
In addition to the above, the Company confirms the issue of the following:
| Offers | Number |
|---|---|
| Shares issued pursuant to the Debt Conversion Offer1 | 278,898 |
| Shares issued to the Facilitator (or its nominee/s) | 590,000 |
| Shares issued pursuant to the ASIPAC Offer2 | 1,685,640 |
| Options issued pursuant to the ASIPAC Offer2 | 1,685,640 |
| Options issued to the Lead Manager (or its nominee/s) | 2,000,000 |
| Options issued to the IR Consultant (or its nominee/s) | 500,000 |
| Options issued to the Directors and Company Secretary3 (or their nominee/s) | 5,500,000 |
Notes:
-
- Issued to Martin Simon Janes, Gregory John Hammond (as nominee of Hammond Consulting Pty Ltd), Fasic Pty Ltd (as nominee of Aria Accounting Pty Ltd), Michael Hillary Kennedy and Stedwell Corporate Pty Ltd (together, the Lenders) under the Debt Conversion Offer pursuant to the terms of the Debt Conversion Share Deeds.
-
- Issued to ASIPAC upon conversion of the debt owing to ASIPAC by the Company under the ASIPAC Debt Conversion Deed.
-
- Comprising of:
- (a) 1,500,000 options issued to Shannon Green (or his nominee);
- (b) 1,500,000 options issued to John Lewis (or his nominee);
- (c) 1,500,000 options issued to James Philip Myers (or his nominee); and
- (d) 1,000,000 options issued to Shannon Coates (or her nominee).
Use of funds
The Company confirms the statements of commitments as contained within the Prospectus based on the Maximum Subscription remains unchanged and as set out below:
| Funds available | MaximumSubscription ($)($5,500,000) | % of Funds (%) |
|---|---|---|
| Existing cash reserves | 350,000 | 6% |
| Funds raised from the Offer | 5,500,000 | 94% |
| Total | 5,850,000 | 100 |
| Allocation of funds | ||
| Preliminary inground exploration activities at the BlackRange Project | 100,000 | 1.7% |
Resource Base Limited ACN: 113 385 425
ASX: RBX
Suite 5, 62 Ord Street West Perth WA 6156 +61 (0)8 9322 1587 [email protected] resourcebase.com.au
Registered Office
Company Directors
Shannon Green Executive Chairman John Lewis Executive Director / CFO Jamie Myers Non-Executive Director Shannon Coates Company Secretary
Mark Flynn Investor Relations +61 (0)416 068 733 [email protected]
| Funds available | MaximumSubscription ($)($5,500,000) | % of Funds (%) |
|---|---|---|
| Geophysics | 400,000 | 6.8% |
| Drilling and further sampling at the Project | 2,215,000 | 37.9% |
| Assays | 210,000 | 3.6% |
| Project management cost | 200,000 | 3.4% |
| M&A budget for complementary assets | 250,000 | 4.3% |
| Administration and corporate costs | 750,000 | 12.8% |
| RemunerationtoDirectors | 300,000 | 5.1% |
| Repayment of debt holders and creditors | 475,000 | 8.1% |
| Expenses of the Offers | 550,000 | 9.4% |
| Working capital | 400,000 | 6.9% |
| Total | 5,850,000 | 100% |
Restricted Securities
The Company confirms that following quotation of the Company's securities on the ASX, the following securities will be subject to restriction pursuant to the ASX Listing Rules for the period outlined below.
| Class | Number | Restriction Period |
|---|---|---|
| Shares | 8,614,655 | 24 months from date of quotation |
| Shares | 1,028,912 | 12 months from the date of issue |
| Options | 9,685,640 | 24 months from date of quotation |
The Company confirms that in relation to the Deferred Consideration Shares:
- (a) the Company has provided a deed of undertaking that these securities will only be issued upon the satisfaction of the relevant milestone, as set out in Section 9.2 of the Prospectus; and
- (b) should the Deferred Consideration Shares be issued within 24 months from the date of quotation, these securities shall also be subject to an escrow period on the date that is the balance of 24 months from the date the Company securities are quoted on ASX.
Capital Structure
The Company confirms the consolidation of the Company's Shares on issue at 31 December 2020 on an eight (8) for one (1) basis, converting 27,491,373 Shares into 3,436,422 Shares as
Resource Base Limited ACN: 113 385 425
ASX: RBX
Registered Office Suite 5, 62 Ord Street West Perth WA 6156 +61 (0)8 9322 1587 [email protected] resourcebase.com.au
Company Directors
Shannon Green Executive Chairman John Lewis Executive Director / CFO Jamie Myers Non-Executive Director Shannon Coates Company Secretary
Mark Flynn Investor Relations +61 (0)416 068 733 [email protected]
approved by Shareholders at the General Meeting and implemented prior to the date of the Prospectus.
Set out below is the Company's share capital structure on listing:
| Capital Structure | Shares | Options |
|---|---|---|
| Securities on issue as at date of Prospectus | 5,936,614 | Nil |
| Shares issued pursuant to the Offer | 27,500,000 | Nil |
| Settlement Shares | 7,600,000 | Nil |
| Shares issued to the Facilitator | 590,000 | Nil |
| Securities issued to the IR Consultant | Nil | 500,000 |
| Securities issued to Lenders in satisfaction of debt owed | 1,964,538 | 1,685,640 |
| Securities issued to the Lead Manager (or its nominees) | Nil | 2,000,000 |
| Securities issued to Directors and Company Secretary (or theirnominees) | Nil | 5,500,000 |
| TOTAL | 43,591,152 | 9,685,640 |
Conversion of outstanding Borrowings
The Company confirms:
- (a) the conversion of the outstanding borrowings of $3,143,261 from Martin Janes, Hammond Consulting Pty Ltd, Aria Accounting Pty Ltd, Michael Kennedy, Stedwell Corporate Pty Ltd and ASIPAC to equity through the issue of 1,964,538 Shares and 1,685,640 Options; and
- (b) that the former director loans of $273,041 have been repaid at the rate of $0.50 on the dollar with the balance of the director loan being written off as accumulated losses.
Updated Pro-Forma Balance Sheet (Based on the actual amounts raised under the Offer)
| Pro Forma consolidated statement of financial position | |||
|---|---|---|---|
| Resource Baseas at 31December 2020 | Pro-Formaadjustments(includes significantsubsequent events) –Max Subscription asat 31 December 2020 | Pro-Forma –MaxSubscription as at31 December 2020 | |
| $AUD | $AUD | $AUD | |
| Current Assets | |||
| Cash at bank | 39,065 | 5,163,480 | 5,202,545 |
| Trade and other receivables | 3,519 | - | 3,519 |
Resource Base Limited ACN: 113 385 425
ASX: RBX
Registered Office Suite 5, 62 Ord Street West Perth WA 6156 +61 (0)8 9322 1587 [email protected] resourcebase.com.au
Company Directors Shannon Green Executive Chairman
John Lewis Executive Director / CFO Jamie Myers Non-Executive Director Shannon Coates Company Secretary
Mark Flynn Investor Relations +61 (0)416 068 733 [email protected]
| Pro Forma consolidated statement of financial position | |||
|---|---|---|---|
| Resource Baseas at 31December 2020 | Pro-Formaadjustments(includes significantsubsequent events) –Max Subscription asat 31 December 2020 | Pro-Forma –MaxSubscription as at31 December 2020 | |
| Total Current Assets | 42,584 | 5,163,480 | 5,206,064 |
| Non Current Assets | |||
| Black Range Project | 1,638,000 | 1,638,000 | |
| Total Non Current Assets | - | 1,638,000 | 1,638,000 |
| Total Assets | 42,584 | 6,801,480 | 6,844,064 |
| Liabilities | |||
| Current Liabilities | |||
| Payables | 354,576 | - | 354,576 |
| Borrowings | 3,607,691 | (3,607,691) | - |
| Total Current Liabilities | 3,962,267 | (3,607,691) | 354,576 |
| Total Liabilities | 3,962,267 | (3,607,691) | 354,576 |
| Net Assets/(Liabilities) | (3,919,683) | 10,409,171 | 6,489,488 |
| Equity | |||
| Issued capital | 14,602,953 | 9,838,113 | 24,441,066 |
| ShareBasedPaymentsReserve | 967,193 | 967,193 | |
| Reserves | 46,583 | - | 46,583 |
| Accumulated losses | (18,569,219) | (396,135) | (18,965,354) |
| Total Equity | (3,919,683) | 10,409,171 | 6,489,488 |
-ENDS-
Resource Base Limited ACN: 113 385 425
ASX: RBX
Registered Office Suite 5, 62 Ord Street West Perth WA 6156 +61 (0)8 9322 1587 [email protected] resourcebase.com.au
Company Directors
Shannon Green Executive Chairman John Lewis Executive Director / CFO Jamie Myers Non-Executive Director Shannon Coates Company Secretary
Mark Flynn Investor Relations +61 (0)416 068 733 [email protected]
Authorised for release by: the board of Resource Base Limited
For further information, contact:
Shannon Green
Executive Chairman +61 8 9322 1587 [email protected]
Mark Flynn
Investor Relations and Media +61 416 068 733 [email protected]
Shannon Coates
Company Secretary +61 8 9322 1587 [email protected]
Resource Base Limited ACN: 113 385 425
ASX: RBX
Suite 5, 62 Ord Street West Perth WA 6156 +61 (0)8 9322 1587 [email protected] resourcebase.com.au
Registered Office
Company Directors
Shannon Green Executive Chairman John Lewis Executive Director / CFO Jamie Myers Non-Executive Director Shannon Coates Company Secretary
Mark Flynn Investor Relations +61 (0)416 068 733 [email protected]