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SUREFIRE RESOURCES NL — Capital/Financing Update 2015
Jun 9, 2015
65857_rns_2015-06-09_0fcc21be-c4e0-4776-adfc-6e55c0f038ec.pdf
Capital/Financing Update
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10 June 2015 By mail
Dear Shareholder
Non-Renounceable Entitlement Issue - Details
On 5 June 2015 Black Ridge Mining NL ACN 083 274 024 ( Company ) announced that the Company would be conducting a pro-rata non-renounceable entitlement issue to shareholders of approximately 854,561,658 fully paid ordinary shares ( Shares ) at an issue price of $0.002 per Share on the basis of one (1) New Share for every one (1) Share held at 5:00pm (WST) on 15 June 2015 t ogether with one (1) Free Attaching Option for each Share issued ( Record Date ), to raise approximately $1,709,123 before expenses ( Entitlement Issue ).
The Entitlement Issue will be made to all registered shareholders on the Record Date who are recorded on the Company’s register as residing in Australia and New Zealand. All other shareholders are not eligible to participate in the Entitlement Issue and will be notified by the Company separately.
The Entitlement Issue is made pursuant to a prospectus lodged with the Australian Securities and Investments Commission ( ASIC ) on 5 June 2015 ( Prospectus ) and released to the Australian Securities Exchange ( ASX ) on the same date. The Prospectus is available on the Company’s website: www.blackridgemining.com.au or on the ASX website (company announcements section, ASX code: BRD): www.asx.com.au.
It is anticipated that the Prospectus will be sent to all shareholders in Australia and New Zealand on 18 June 2015.
Proposed Timetable*
The current proposed timetable for the Entitlement Issue is set out below. The dates are indicative only and the Company reserves the right to vary the dates subject to the Corporations Act 2001 (Cth) ( Corporations Act ), the Listing Rules of the ASX ( Listing Rules ) and other applicable law.
| Prospectus lodged with ASIC and ASX | 5 June 2015 |
|---|---|
| Securities quoted on an “Ex” basis | 11 June 2015 |
| Record Date to determine Entitlements pursuant to the Entitlement Issue | 15 June 2015 |
| Prospectus with Entitlement and Acceptance form dispatched to Shareholders / | 18 June 2015 |
| Offer Opening Date | |
| Closing date* for acceptance and receipt of applications under the Entitlement | 9 July 2015 |
| Issue | |
| Notify ASX of under subscriptions | 14 July 2015 |
ABN 48 083 274 024
www.blackridgemining.com
t: +61 8 9574 6255
| Allotment of Shares and Options | 16 July 2015 |
|---|---|
| Despatch of holding statements** | 16 July 2015 |
| Trading of New Shares expected to commence** | 17 July 2015 |
* The Directors reserve the right to vary the key dates without prior notice, subject to ASX Listing Rules. ** The Directors may extend the Closing Date by giving at least three Business Days’ notice to the ASX prior to the Closing Date. As such, the date the Shares are expected to commence trading on the ASX may vary.
Information required to be given to you in accordance with Listing Rules:
Pursuant to the Listing Rules, the Company is required to provide to you certain information before proceeding with the Entitlement Issue. This letter contains all the information required by Appendix 3B of the Listing Rules.
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Up to 854,561,658 Shares and 854,561,658 free attaching Options will be issued pursuant to the Entitlement Issue
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The Shares rank equally in all respects from the date of allotment with the existing class of quoted Shares.
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The issue price of the Shares will be $0.002 each.
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The Options have an exercise price of $0.003 each and an expiry date of 30 November 2016.
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The Company will apply for quotation of the Shares issued pursuant to the Entitlement Issue on the official list of the ASX.
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The Company will not apply for quotation of the Options issued pursuant to the Entitlement Issue on the official list of the ASX.
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The Shares will be fully paid ordinary shares in the capital of the Company.
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The funds raised by the Entitlement Issue will be used to pay the Company’s creditors and to repay promissory notes and convertible notes.
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It is expected that the Shares will be entered into uncertificated holdings on 16 July 2015.
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The total number and class of all securities quoted on the ASX including the maximum number of Shares and Options to be issued under the Entitlement Issue is as follows:
| Number | Class |
|---|---|
| 1,709,123,316 | Ordinary shares |
- The following are the securities of the Company not quoted on the ASX:
| Number | Class |
|---|---|
| 854,561,658 | Unlisted Options exercisable at $0.003 each and expiring 30 November 2016 |
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The Company currently has no dividend policy.
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The Entitlement Issue is non-renounceable. This means that shareholders who do not wish to subscribe for all or some of the Shares and Options offered under the Entitlement Issue are unable sell or trade any of their respective entitlement.
ABN 48 083 274 024
www.blackridgemining.com
t: +61 8 9574 6255
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The Shares to be offered under the Entitlement Issue will be offered on the basis of one (1) Share for every one (1) Share held by eligible shareholders at 5.00pm WST on the Record Date. One (1) free attaching Option will be issued for every one (1) Share issued.
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The offer under the Entitlement Issue relates to ordinary fully paid shares in the capital of the Company.
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The record date to determine entitlements is 15 June 2015.
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The Ex date is 11 June 2015.
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The Company only has one register.
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Eligible shareholders will be offered one (1) new Shares for every one (1) Share held on the Record Date. Fractional Entitlements will be rounded down.
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The Company will not be sending an offer under the Entitlement Issue to any security holders who are not recorded on the Company register as resident in Australia or New Zealand as at the Record Date.
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The closing date for receipt of acceptances is 5.00pm WST on 9 July 2015.
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Plato Mining Pty Ltd will receive a fee for its role as Underwriter being an underwriting fee equal to 6% of the underwritten amount of $1,000,000 (being $60,000).
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The Prospectus for the Entitlement Issue and the accompanying Entitlement and Acceptance Form will be sent to shareholders on 18 June 2015.
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The latest date for entry of the securities into your security holdings is 15 June 2015.
The above information was provided to the ASX on 5 June 2015.
This letter is not a prospectus and does not constitute an offer of securities. An offer of Shares and Options under the Entitlement Issue will only be made in, or accompanied by, a copy of the Prospectus sent to all eligible shareholders. Before deciding whether to apply for Shares and Options under the Entitlement Issue, you should consider the terms of the Prospectus carefully. If in doubt, consult with your professional adviser.
For further information please contact the Company on +61 8 9574 6255 or the Company’s share registry – Advanced Share Registry Ltd on +61 8 9389 8033, or your stockbroker.
Yours faithfully
BLACK RIDGE MINING NL
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Graeme Smith Company Secretary
ABN 48 083 274 024
www.blackridgemining.com
t: +61 8 9574 6255
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10 June 2015
Dear Shareholder
Notice to Overseas Shareholders of Entitlement Issue
You are a holder of Black Ridge Mining NL ACN 083 274 024 ( Company ) fully paid ordinary shares as at today’s date with a registered address outside of Australia or New Zealand ( Excluded Foreign Holders ).
As announced on 5 June 2015, the directors of the Company have resolved to undertake a pro-rata nonrenounceable entitlement issue to shareholders of approximately 854,561,658 fully paid ordinary shares ( Shares ) at an issue price of $0.002 per Share on the basis of one (1) New Share for every one (1) Share held at 5:00pm (WST) on 15 June 2015 t ogether with one (1) Free Attaching Option for each Share issued ( Record Date ), to raise approximately $1,709,123 before expenses ( Entitlement Issue ).
The Entitlement Issue will be made to all registered shareholders on the Record Date and who reside in Australia or New Zealand.
The Entitlement Issue is made pursuant to a prospectus lodged with the Australian Securities and Investments Commission (ASIC) on 5 June 2015 (Prospectus). The Prospectus is available on the Company’s website or on the ASX website www.asx.com.au.
The Company has determined, pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules, that it is unreasonable to extend the Entitlement Issue to those shareholders that are Excluded Foreign Holders. The Company has taken into consideration the size of the shareholdings held by the Excluded Foreign Holders and the costs of complying with the legal requirements and the requirements of the regulatory authorities relating to Excluded Foreign Holders. Accordingly, the Company is unable to extend to you the opportunity to participate in the Entitlement Issue.
Thank you for your ongoing support of the Company, if you have any questions in relation to the above, please do not hesitate to contact the Company Secretary on 61 8 9382 8822.
Yours faithfully
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Graeme Smith Company Secretary
ABN 48 083 274 024
www.blackridgemining.com
t: +61 8 9574 6255