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TASMAN RESOURCES LTD — Capital/Financing Update 2025
Mar 25, 2025
65896_rns_2025-03-25_4529ac0a-ce94-44cd-96fa-a798cd2a10fb.pdf
Capital/Financing Update
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Appendix 3B - Proposed issue of securities
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Update Summary
Entity name
TASMAN RESOURCES LTD
Announcement Type
Update to previous announcement
Date of this announcement
26/3/2025
Reason for update to a previous announcement
Updating securities to be issued on a post-consolidation basis, following proposed security consolidation (1 for 5 ratio) subject to shareholder approval on 24 April 2025.
Providing updated terms of the free attaching unlisted options on post-consolidation basis and confirm expiry date.
Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Part 1 - Entity and announcement details
1.1 Name of +Entity
TASMAN RESOURCES LTD
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
Registration Number
ABN 85009253187
1.3 ASX issuer code
TAS
1.4 The announcement is
Update/amendment to previous announcement
1.4a Reason for update to a previous announcement
Updating securities to be issued on a post-consolidation basis, following proposed security consolidation (1 for 5 ratio) subject to shareholder approval on 24 April 2025.
Providing updated terms of the free attaching unlisted options on post-consolidation basis and confirm expiry date.
1.4b Date of previous announcement to this update
25/3/2025
1.5 Date of this announcement
26/3/2025
1.6 The Proposed issue is:
A standard +pro rata issue (non-renounceable or renounceable)
1.6a The proposed standard +pro rata issue is:
- Renounceable
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Part 3 - Details of proposed entitlement offer issue
Part 3A - Conditions
3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No
Part 3B - Offer details
+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued
ASX +security code and description
TAS : ORDINARY FULLY PAID
Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class
Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No
Details of +securities proposed to be issued
ASX +security code and description
TAS : ORDINARY FULLY PAID
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)
Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held
1 1
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Appendix 3B - Proposed issue of securities
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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 184,142,204 whole number
Reason for the update of 'Maximum number of +securities proposed to be issued'
Updated maximum shares to be on post-consolidation basis, following proposed security consolidation (1 for 5 ratio) subject to shareholder approval on 24 April 2025.
Offer price details for retail security holders
In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.02000
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?
Yes
Describe the limits on over-subscription
The Entitlement Offer will also permit Shareholders who have applied for their entitlement in full to apply for Shares in excess of their entitlement, subject to Company absolute discretion to scale back applications or reject excess applications. There will be no limit on over-subscription applications.
Will a scale back be applied if the offer is over-subscribed? Yes
Describe the scale back arrangements
As detailed above.
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
Attaching +Security
Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class
Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)
Details of attaching +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
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Appendix 3B - Proposed issue of securities
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ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)
| Have you received confirmation from ASX that the terms | Will the entity be seeking quotation of the 'new' class of |
|---|---|
| of the proposed +securities are appropriate and | +securities on ASX? |
| equitable under listing rule 6.1? | |
| No | No |
| ASX +security code | +Security description |
| New class-code to be confirmed | Unlisted Options, Ex $0.01 each (pre-consolidation), |
| expiring 3 years from issue date |
+Security type
Options
| Offer ratio (ratio of attaching securities at which the new +securities will be issued) | Offer ratio (ratio of attaching securities at which the new +securities will be issued) |
|---|---|
| The quantity of attaching +securities to be issued | For a given quantity of the new +securities issued |
| 1 | 2 |
| What will be done with fractional entitlements? | Maximum number of +securities proposed to be issued |
| Fractions rounded up to the next whole number | (subject to rounding) |
| 92,071,102 |
Reason for the update of 'Maximum number of +securities proposed to be issued'
Updated to be on post-consolidation basis, following proposed security consolidation (1 for 5 ratio) subject to shareholder approval on 24 April 2025.
On post-consolidation basis, the attaching Options will be exercisable at $0.05 each, expiring 5 June 2028, being 3 years from proposed issue date of 5 June 2025.
On terms to be detailed in the Entitlement Offer Prospectus.
Offer price details for retail security holders
In what currency will the offer be made? What is the offer price per +security for the retail offer?
AUD 0.00000
AUD - Australian Dollar
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes
Describe the limits on over-subscription
The Entitlement Offer will also permit Shareholders who have applied for their entitlement in full to apply for Shares in excess of their entitlement, subject to Company absolute discretion to scale back applications or reject excess applications. There will be no limit on over-subscription applications.
Will a scale back be applied if the offer is over-subscribed? Yes
Describe the scale back arrangements
As detailed above.
Will all the +securities issued in this class rank equally in all respects from their issue date?
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Appendix 3B - Proposed issue of securities
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Yes
Options details
+Security currency
AUD - Australian Dollar
Exercise price Expiry date AUD 0.0100 26/5/2028
Expiry date
Details of the type of +security that will be issued if the option is exercised
TAS : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
1 fully paid ordinary share for every 1 option exercised
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.
On post-consolidation basis (1 for 5), the attaching Options will be exercisable at $0.05 each, expiring 5 June 2028, being 3 years from proposed issue date of 5 June 2025.
On terms to be detailed in the Entitlement Offer Prospectus.
Part 3C - Timetable
3C.1 +Record date
19/5/2025
3C.2 Ex date
16/5/2025
3C.3 Date rights trading commences
16/5/2025
3C.4 Record date
19/5/2025
3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue
20/5/2025
3C.6 Offer closing date
29/5/2025
3C.7 Last day to extend the offer closing date
26/5/2025
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Appendix 3B - Proposed issue of securities
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3C.8 Date rights trading ends 22/5/2025 3C.9 Trading in new +securities commences on a deferred settlement basis 23/5/2025 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 5/6/2025 3C.12 Date trading starts on a normal T+2 basis 6/6/2025 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 11/6/2025 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? No 3E.2 Is the proposed offer to be underwritten? No 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer None other than typical corporate, ASX and share registry costs, to be detailed in the Entitlement Offer Prospectus
Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Primarily to fund a proposed drilling programme at 100% owned Parkinson Dam prospect in South Australia 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue Australia and New Zealand 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No 3F.6 URL on the entity's website where investors can download information about the proposed issue https://tasmanresources.com.au/announcements/
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Appendix 3B - Proposed issue of securities
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3F.7 Any other information the entity wishes to provide about the proposed issue
Major shareholders Arkenstone Pty Ltd and March Bells Pty Ltd have agreed to fully take up their entitlements in order to convert outstanding loans to shares, as detailed in the ASX announcement dated 25 March 2025 and within the Entitlement Offer Prospectus to follow.
3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes
3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued
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