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SUREFIRE RESOURCES NL — Capital/Financing Update 2023
Nov 2, 2023
65857_rns_2023-11-02_5239331a-6792-4dd1-9cdf-5cdc7db29c79.pdf
Capital/Financing Update
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T A R G E T M A R K E T D E T E R M I N A T I O N
| Made by: | Surefire Resources NL (ACN 083 274 024) of 45 Ventnor Avenue, West Perth WA 6005(Company) |
|---|---|
| Product: | Options to be issued in connection with a prospectus lodged by the Company on3 November 2023 with an exercise price of $0.019 and an expiry date of 30 November2026 (Options) |
Effective date: 3 November 2023
This target market determination (TMD) has been prepared by the Company in relation to the following offers pursuant to the Company's prospectus dated 3 November 2023 (Prospectus), a copy of which is available on the Company's website, https://www.surefireresources.com.au/:
- (a) an offer of Options in connection with the Entitlement Offer (Entitlement Offer);
- (b) an offer Options in connection with the Shortfall Offer (Shortfall Offer);
- (c) an offer of Options in connection with the Placement Offer (Placement Offer); and
- (d) an offer of Options in connection with the JLM Options Offer (JLM Options Offer).
The Company will apply for the Options to be quoted on ASX.
Unless otherwise defined in this TMD, capitalised terms have the meaning given to those terms in the Prospectus.
Pursuant to the Prospectus:
- (a) Eligible Shareholders who subscribe for New Shares under the Entitlement Offer (or the Top-Up Facility) are being offered one (1) free attaching Option for every New Share issued;
- (b) the Company may, in its absolute discretion, place any Options within 3 months from the closing date of the Entitlement Offer;
- (c) Placement Investors who subscribe for Shares under the Placement are being offered one (1) free attaching Option for every Share issued; and
- (d) the Joint Lead Managers are being offered, pursuant to the joint lead manager mandate, an aggregate of 10 New Options for every dollar of proceeds raised under the Placement and any Shortfall Offer.
The offers will be made under the Prospectus, lodged with the Australian Securities and Investments Commission (ASIC) and the Australian Securities Exchange (ASX) on 3 November 2023. Any recipient of this TMD should carefully read and consider the Prospectus in full and consult their professional adviser if they have any questions regarding the contents of the Prospectus. Any recipient of this TMD who wants to acquire Options under an offer will need to complete the application form that will be in, or will accompany, the Prospectus. There is no cooling off period in respect of the issue of the Options. This TMD is not a disclosure document for the purposes of the Corporations Act 2001 (Cth), and therefore, it has not been lodged, and does not require lodgement, with ASIC nor does it contain a full summary of the terms and conditions of the Options.
This TMD does not take into account what you currently have, or what you want and need, for your financial future. It is important for you to consider these matters and read the Prospectus before you make an investment decision. The Company is not licensed to provide financial product advice in relation to the Options.
This TMD is current as at 3 November 2023 and will be withdrawn following the issue of the Options under the offers. The Company may review and amend this TMD at any time.
1. TARGET MARKET
| Offer | Target market |
|---|---|
| Entitlement Offer | The Company expects that an investment in Options under theEntitlement Offer will be suitable for current investors in theCompany:who wish to gain exposure to equities in / seek to profit froman appreciation in the market price of shares in a small-capmining exploration company listed on the ASX by participatingin the Entitlement Offer;who are Eligible Shareholders under the Entitlement Offer;andwho are in a position to pay any subscription amountsrequired to take up their Entitlements, in order to be entitledto the Entitlement Options, and any exercise amounts in duecourse. |
| Placement Offer andShortfall Offer | The Company expects that an investment in Options under thePlacement Offer or Shortfall Offer will be suitable for:new and existing institutional, sophisticated or professionalinvestors that are invited to invest in the Company to gainexposure to equities in / seek to profit from an appreciation inthe market price of shares in a small-cap mining explorationcompany listed on the ASX; andwho are in a position to pay any exercise amounts in relationto the Options in due course. |
| JLM Options Offer | The Company expects that an investment in the JLM Offer will besuitable for the Joint Lead Managers. |
2. TARGET MARKET DETAILS
| TMD Requirement | Determination | ||
|---|---|---|---|
| Investment Objectives, | Offer | Determination | |
| financial situation andneeds | Entitlement Offer | The Company expects this offer to beappropriate for those: | |
| looking to increase their level ofinvestment in the Company; | |||
| who are in a financial position to takeup all or part of their Entitlements; and | |||
| looking to diversifytheir personalinvestment portfolio by increasingtheir investment in the Company. |
| Placement OfferandShortfallOffer | The Company expects this offer to beappropriate for those:looking to invest in a small-cap miningexploration company listed on theASX;who are in a financial position tosubscribe for securities under thoseoffers; andlooking to diversify their investmentportfolio. | ||
|---|---|---|---|
| JLMOptionsOffer | The Company expects this offer to beappropriate for those:looking to be rewarded for acting aslead manager on the Placement Offerand who wish to hold equity in a smallcap mining exploration company listedon the ASX;who are capable of accepting the offeras partial consideration for servicesprovided; andlooking to diversify their investmentholdings. | ||
| Investment Timeframe | The target market of investors will take a short to medium termoutlook on their investment. Investors with a short-term outlookfor their investment will benefit from an anticipated listing of theOptions on ASX, as well as an ability to exercise Options and tradethe underlying Shares issued on exercise. However, investorsshould be aware that such a dealing is only likely to becommercially viable in the event the trading price of the Sharesexceeds the exercise price of the applicable Options and sale of theunderlying Shares. Investors with a medium-term outlook willbenefit from an ability to exercise the Options within the three (3)year term of the Options and increase their shareholding andexposure to the potential upside in the Company's Shares into thefuture.Given the need to pay the exercise price in order to acquire Shares,investors in the target market are those in a financial position thatis sufficient for them to invest further funds in order to exercise ofthe Options over a 3 yeartime horizon should they wish to exercisetheir Options. | ||
| Investment Metrics | While the Company does not have an established eligibilityframework for investors based on metrics such as age, expectedreturn or volatility, it is expected that the target market ofinvestors will be able to withstand potential fluctuations in thevalue of their investment and who are accustomed to participatingin speculative investments in the mining exploration sector.An exercise price is required to be paid to acquire shares onexercise of Options. As such, the capacity to realise the underlyingvalue of the Options would require that the Options be exercisedon or before the expiry date. Investors in the target market willneed to be in a financial position to have sufficient available fundsso as to facilitate an exercise of the Options prior to the expirydate. Prior to the expiry date, investors' ability to liquidate the |
| Options may be limited by a lack of liquidity in the trading ofOptions and Shares and the price of the Shares.The Options offer no guaranteed income or capital protection. | |
|---|---|
| Risk | The Company considers that an investment in Options is highlyspeculative, such that an investment in the Company is notappropriate for an investor who would not be able to bear a lossof some or all of the investment. Investors should also have asufficient level of financial literacy and resources (either alone orin conjunction with an appropriate adviser) to understand andappreciate the risks of investing in Options as an asset classgenerally and the more specific risks of investing in an Australianlisted mining exploration company. |
3. DISTRIBUTION CONDITIONS
The Entitlement Offer is being directly offered to Eligible Shareholders who hold shares at the Record Date.
Any Entitlements not taken up under the Entitlement Offer will form a shortfall and Eligible Shareholders may subscribe for additional securities under the Top-Up Facility. Any remaining shortfall may be placed by the Company following the close of the Entitlement Offer.
The Prospectus will include jurisdictional conditions on eligibility. The Company will also include on its web landing page for the Entitlement Offer a copy of this TMD and require that retail clients confirm that they meet the eligibility criteria of the expected target market outlined in this TMD before they apply for Options.
The Company considers that these distribution conditions will ensure that persons who invest in Options under the Entitlement Offer fall within the target market in circumstances where personal advice is not being provided to those persons by the Company.
4. REVIEW TRIGGERS
The Options are being offered for a limited offer period set out in the Prospectus, after the conclusion of which the Options will no longer be available for investment by way of issue. It follows that the TMD will only apply in the period between 3 November 2023 and the issue of the Options shortly after the close of the Entitlement Offer (or Shortfall Offer, where applicable) (Offer Period).
To allow the Company to determine whether circumstances exist that indicate this TMD is no longer appropriate to the Options and should be reviewed, the following review triggers apply for the Offer Period:
- (a) a new offer of Options that requires preparation of a disclosure document is made after completion of the Offer Period;
- (b) any event or circumstance that would materially change a factor taken into account in making this TMD;
- (c) the existence of a significant dealing of the Optionsthat is not consistent with this TMD. The Company does not consider that an on-sale of the Options on market is a significant dealing;
- (d) ASIC raises concerns with the Company regarding the adequacy of the design or distribution of the Options or this TMD; and
(e) material changes to the regulatory environment that applies to an investment in the Options.
5. REVIEW PERIOD
If a review trigger occurs during the Offer Period, the Company will undertake a review of the TMD in light of the review trigger.
The Company will otherwise complete a review of the TMD immediately prior to the issue of Options under the Offer.
6. INFORMATION REPORTING
The reporting requirements of all distributors is set out in the table below.
| Reporting requirement | Period for reporting to theCompany by the distributor | Information to be provided |
|---|---|---|
| Whetherthedistributorreceived complaints aboutthe Options. | •For such time as theOfferPeriodremainsopen, within 10 businessdays after the end ofeach quarter.•Within 10 business daysaftertheendoftheapplicable Offer Period. | •Thenumberofcomplaints received.•A summary of the natureof each complaint or acopy of each complaint. |
| A significant dealing of theOptions that is not consistentwith this TMD | Assoonasreasonablypracticable after the significantdealing occurs, but in anyevent no later than 10 businessdaysafterthesignificantdealing occurs. | •Details of the significantdealing.•Reasonswhythedistributor considers thatthe significant dealing isnot consistent with thisTMD. |
| A summary of the stepstaken by the distributor toensure that its conduct wasconsistent with this TMD. | Within 10 business days afterthe end of the applicable OfferPeriod in accordance with theProspectus. | A summary of the steps takenby the distributor to ensurethat its conduct was consistentwith this TMD. |
7. CONTACT DETAILS
Contact details in respect of this TMD for the Company are:
Rudolf Tieleman Company Secretary Phone: +61 8 9429 8846 Mobile: +61 478 573 935 Email: [email protected]