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SUREFIRE RESOURCES NL — Capital/Financing Update 2018
Apr 26, 2018
65857_rns_2018-04-26_265cf9a9-0c35-4eea-bfe0-01c4e03a9c1e.pdf
Capital/Financing Update
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__________________________________________________________________________________
27 April 2018
Dear Shareholder
Notice to Overseas Shareholders of Entitlement Issue
You are a holder of fully paid ordinary shares in the capital of Surefire Resources NL ACN 083 274 024 ( Company ) as at today’s date with a registered address outside of Australia or New Zealand.
On 24 April 2018, the Company announced that it would be conducting a renounceable entitlement issue to eligible shareholders of approximately 300,252,600 fully paid ordinary shares ( Shares ) at an issue price of $0.012 per Share on the basis of two and half (2.5) Shares for every one (1) Share held at 5:00pm (WST) on 1 May 2018 ( Record Date ) together with one (1) free attaching option exercisable at $0.018 on or before 30 November 2019 ( Option ), and one (1) free attaching contributing share with no amount paid up and a total of $0.027 to be paid (at the election of its holder) in three equal tranches of $0.009 each on the 12 month, 24 month and 36 month anniversary of their date of issue ( Contributing Shares ), for each Share issued, to raise approximately $3,603,031 before expenses ( Entitlement Issue of Offer ).
The Entitlement Issue will be fully underwritten by CPS Capital Group Pty Ltd ( CPS Capital ). CPS Capital is also lead manager and corporate advisor to the Offer. CPS Capital will receive a fee for its role as underwriter being an underwriting fee equal to 4% (plus GST), and a management fee for its role as lead manager and corporate advisor to the Offer of 2% (plus GST), of the underwritten amount of $3,603,031 (being a total of approximately $216,182).
The Entitlement Issue will be made to all registered shareholders on the Record Date and who reside in Australia or New Zealand as at the Record Date. New Shares will rank equally with all fully paid ordinary shares in the capital of the Company ( Shares ) already on issue. Following completion of the Offer, the Company will have issued approximately 300,252,600 Shares (assuming no options currently on issue are exercised prior to the Record Date) resulting in total Shares on issue of approximately 420,353,640. The Company also expects to have 420,252,600 Options and 300,252,600 Contributing Shares on issue following the Offer.
The Entitlement Issue is made pursuant to a Prospectus lodged with the Australian Securities and Investments Commission (ASIC) on 24 April 2018 ( Prospectus ). The Prospectus is available on the Company’s website: www.surefireresources.com.au or on the ASX website (company announcements section, ASX code: SRN): www.asx.com.au.
__________________________________________________________________________________ AUSTRALIA 45 Ventnor Avenue, West Perth WA 6005 | T +61 8 9429 8846 | F +61 8 9429 8800 ABN 48 083 274 024 | ASX SRN | E [email protected] www.surefireresources.com.au
Ineligible shareholders
A shareholder who has a registered address outside of Australia and New Zealand will not be eligible to participate in the Offer ( Ineligible Shareholder ).
You are not eligible to participate in the Offer and you will not be sent a copy of the Prospectus. This decision has been made pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules after taking into consideration the costs of complying with legal and regulatory requirements in jurisdictions outside of Australia and New Zealand compared with the small number of Ineligible Shareholders and the number and value of Shares to which they would otherwise be entitled under the Offer.
The Company has appointed CPS Capital as nominee to sell the rights to subscribe for securities pursuant to the Prospectus ( Entitlements ) to which Ineligible Shareholders are entitled ( Nominee ). The Company has applied for ASIC approval of the Nominee as required by section 615 of the Corporations Act 2001 (Cth). The Nominee will have the absolute and sole discretion to determine the timing and price at which the Entitlements may be sold and the manner of any such sale.
Any interest earned on the proceeds of the sale of these Entitlements will firstly be applied against expenses of such sale, including brokerage, and any balance will accrue to Ineligible Shareholders.
The net proceeds of the sale of these Entitlements will then be forwarded by the Company as soon as practicable to the Ineligible Shareholders, in proportion to their share of such Entitlements (after deducting brokerage commission and other expenses). If any such net proceeds of sale are less than the reasonable costs that would be incurred by the Company for distributing those proceeds, such proceeds may be retained by the Company.
Notwithstanding that the Nominee may sell Entitlements, Ineligible Shareholders may nevertheless receive no net proceeds if the costs of the sale are greater than the sale proceeds.
There is no guarantee that the Nominee will be able to sell Entitlements of Ineligible Shareholders on ASX and Ineligible Shareholders may receive no value for the Entitlements. Both the Company and the Nominee take no responsibility for the outcome of the sale of such Entitlements or the failure to sell such Entitlements.
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’s corporate administrator, Rudolf Tieleman, on +61 (0) 41 383 2171.
Yours faithfully
Vladimir Nikolaenko Non-executive Director