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ROKEBY RESOURCES LIMITED — Capital/Financing Update 2017
Oct 31, 2017
65707_rns_2017-10-31_65c283a1-eed7-4124-8d6a-0ff1ad959fc2.pdf
Capital/Financing Update
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1 November 2017
Inca Rights Issue Prospectus – Letters to Inca Shareholders
As announced 26 October 2017, Inca Minerals Limited ( Inca or Company ) lodged a Prospectus for a nonrenounceable pro rata entitlement of 1 New Share for every 4 Shares held by Shareholders at the Record Date (5.00pm Wednesday 1 November 2017).
Attached are sample copies of the Company’s letters despatched to Eligible Shareholders and to Foreign Shareholders in relation to the Prospectus, on Monday 30 October 2017.
Justin Walawski Director & Company Secretary
Suite 1, 16 Nicholson Road, Subiaco, Western Australia 6008 • PO BOX 38, West Perth, 6872 Telephone: +61 (08) 6145 0300 • ABN: 36 128 512 907 Website: www.incaminerals.com.au
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30 October 2017
[Eligible Shareholder Sample]
Dear Shareholder
Participation in Non-Renounceable Entitlement Offer
The Board of Inca Minerals Limited ( Inca or Company ) is pleased to invite eligible shareholders to participate in a non-renounceable pro rata entitlement offer on the basis of 1 new share in the Company ( New Share ) for every 4 existing shares held, at an issue price of $0.006 per New Share ( Entitlement Offer ). This represents a 33% discount to both the market price and the 10-day VWAP as at the end of trading on 25 October 2017.
This Entitlement Offer is made to all Inca Shareholders with a registered address in Australia, Germany or New Zealand on the Record Date (being 5.00pm (WST) on Wednesday 1 November 2017) ( Eligible Shareholders ). The Entitlement Offer is not extended to any shareholder whose registered address is outside of Australia, Germany or New Zealand.
A Prospectus and a personalised Entitlement and Acceptance Form ( E & A Form ) will be mailed to you, as an Eligible Shareholder, on or around 3 November 2017.
In addition to the Entitlement Offer, there may be a separate and independent offer ( Shortfall Offer ) to subscribe for New Shares not otherwise taken up in the Entitlement Offer ( Shortfall Shares ) on the same terms, price and conditions as the Entitlement Offer. Where an Eligible Shareholder wishes to subscribe for New Shares over and above their entitlement they may apply for Shortfall Shares using their personalised E & A Form.
Key Information regarding the Entitlement Offer
Entitlements to New Shares under the Entitlement Offer are non-renounceable meaning that rights will not be tradable on ASX or otherwise transferable. To the extent shareholders do not take up their entitlement, their interest in the Company will be diluted.
As an Eligible Shareholder, you may take one of the following actions:
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Take up all of your entitlement to New Shares;
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Take up all of your entitlement to New Shares and apply for Shortfall Shares under the Shortfall Offer;
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Decline to exercise part or all of your entitlement and allow it to lapse.
The Company is undertaking the Entitlement Offer to raise up to approximately $3,456,685 (before associated costs) to conduct drilling, exploration and evaluation programs at the Company's Cerro Rayas and Riqueza projects in Peru and to provide the Company with additional working capital.
Inca will apply for official quotation of the New Shares on ASX as described in the timetable overleaf.
• Inca Minerals Limited [ASX: ICG] • 1 / 16 Nicholson Road, Subiaco, Western Australia, 6008 •
• PO Box 38, West Perth, Western Australia, 6872 • t +61 (0) 8 6145 0300 • ABN 36 128 512 907 •
Important Dates for the Entitlement Offer
The indicative timetable* for the Entitlement Offer is as follows:
| Event | Date |
|---|---|
| Lodgement of Prospectus with ASIC and provision to ASX | Thursday 26 October 2017 |
| Company Letter sent to Eligible and Foreign Shareholders | Monday 30 October 2017 |
| "Ex" Date | Tuesday 31 October 2017 |
| Record Date (at 5.00pm WST) | Wednesday 1 November 2017 |
| Prospectus despatched to Eligible Shareholders | Friday 3 November 2017 |
| Opening Date | Friday 3 November 2017 |
| Closing Date (at 5.00pm WST) | Tuesday 28 November 2017 |
| Notify ASX of any Shortfall | Friday 1 December 2017 |
| Anticipated issue date of New Shares | Tuesday 5 December 2017 |
| Anticipated date for despatch of holding statements | Tuesday 5 December 2017 |
| Deferred settlement trading ends | Tuesday 5 December 2017 |
| Anticipated date for commencement of trading of New Shares | Wednesday 6 December 2017 |
*The above timetable is indicative only and subject to change. Subject to the ASX Listing Rules, the Directors reserve the right to vary these dates, including the Closing Date, without prior notice. Any extension of the Closing Date will have a consequential effect on the anticipated date for issue of the securities. Directors also reserve the right not to proceed with the whole or part of the Entitlement or Shortfall Offers at any time prior to allotment. In that event, the relevant Application Monies will be returned without interest.
Underwriting
The Entitlement Offer is not underwritten.
Prospectus
Details of the Entitlement Offer are contained in the Prospectus lodged with ASIC and ASX on 26 October 2017. The Prospectus will be mailed to Eligible Shareholders on or about Friday 3 November 2017 along with the personalised E & A Form. The Directors encourage you to read the Prospectus carefully and seek advice from your professional adviser if you have any queries. This notice is to inform you of the Entitlement Offer. You are not required to do anything in respect to this letter.
If you have any questions in relation to this letter or the Entitlement Offer, please contact me or the Company Secretary by email on [email protected].
Yours faithfully
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Ross Brown Managing Director
• Inca Minerals Limited [ASX: ICG] • 1 / 16 Nicholson Road, Subiaco, Western Australia, 6008 •
• PO Box 38, West Perth, Western Australia, 6872 • t +61 (0) 8 6145 0300 • ABN 36 128 512 907 •
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30 October 2017
[INELIGIBLE FOREIGN SHAREHOLDER SAMPLE]
Dear Shareholder,
Non-Renounceable Entitlement Offer
As recently announced, Inca is undertaking a non-renounceable pro rata entitlement offer of 1 new share in Inca ( New Share ) for every 4 existing shares held, at an issue price of $0.006 per New Share ( Entitlement Offer ) to raise up to $3,456,685 (before associated costs). The Entitlement Offer will be undertaken through a prospectus issued in accordance with section 713 of the Corporations Act 2001 (Cth) ( Prospectus ).
The Entitlement Offer is being made to existing shareholders of the Company registered in Australia, Germany and New Zealand. The Company has determined, pursuant to ASX Listing Rule 7.7.1(a) that it would be unreasonable to make offers under the Prospectus to all shareholders with addresses outside of Australia, Germany and New Zealand ( Foreign Holders ) due to legal limitations in some countries, the cost of complying with regulatory requirements in those countries, the relatively small number of shares held by shareholders in other countries and the likely funds that would be raised from shareholders in those countries. Accordingly, the Company has not appointed a nominee in respect of the entitlements of Foreign Holders pursuant to section 615 of the Corporations Act. Further, in compliance with ASX Listing Rule 7.7.1(b), the Company advises that it will not be extending the Entitlement Offer to Foreign Holders.
The Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer other than for Shareholders in Australia, Germany and New Zealand. The Company is not required to make offers under the Prospectus to Shareholders outside Australia, Germany and New Zealand. Where the Prospectus has been despatched to Shareholders domiciled outside Australia, Germany or New Zealand and where the country's securities code or legislation prohibits or restricts in any way the making of the offer contemplated by the Prospectus, the Prospectus is provided for information purposes only.
Shareholders resident in Australia, Germany and New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up Entitlements under the Entitlement Offer does not breach regulations in the relevant overseas jurisdiction. Return of a completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations.
This letter is not an offer to you for the subscription of New Shares . You are not required to do anything in response to this letter. If you have any questions in relation to this letter or the Entitlement Offer, please contact me or the Company Secretary by email on [email protected].
Yours faithfully
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Ross Brown Managing Director
• Inca Minerals Limited [ASX: ICG] • 1 / 16 Nicholson Road, Subiaco, Western Australia, 6008 • • PO Box 38, West Perth, Western Australia, 6872 • t +61 (0) 8 6145 0300 • ABN 36 128 512 907 •