TIDMFME
RNS Number : 9092W
Future Metals NL
15 December 2023
15 December 2023
Future Metals NL
Underwritten Non-Renounceable Entitlement Issue to Raise A$3.3
million
Not for release to US wire services or distribution in the
United States
Highlights
-- Fully underwritten one for four (1:4) entitlement issue at
A$0.03 per New Share (or GBP0.016 per Depositary Interest) to raise
gross proceeds of A$3.3 million (approximately GBP1.7 million)
-- One free attaching Australian Listed Option (ASX: FMEO) for
every two New Shares taken-up (1:2)
-- Net funds raised will be used for drilling and other
exploration activities at the Company's Eileen Bore Project and
progress the PFS for the Panton Project following the recent
completion and publication of the Company's Scoping Study
Future Metals NL ("Future Metals" or the "Company", ASX | AIM:
FME ) is pleased to announce that it is undertaking a 1 for 4
non-renounceable entitlement issue, comprising the issue of
approximately 110,554,930 new ordinary shares of no par value in
the capital of the Company ("Ordinary Shares") (the "New Shares")
at a price of A$0.03 per New Share (or GBP0.016 per Depositary
Interest) (which represents a discount of 26.8% to the 5-day volume
weighted average price up to and including 12 December 2023 on the
ASX), together with 1 free attaching Australian listed option (ASX:
FMEO) for every 2 New Shares (or Depositary Interests) applied for
and issued, exercisable at a price of A$0.10 on or before 11 June
2024 (the "Listed Options"), to raise approximately A$3.3 million
(before costs) (the "Entitlement Issue").
The Entitlement Issue will be offered to holders of Ordinary
Shares (or Depositary Interests) in the Company registered as at
the Record Date (see below) and who have a registered address in
either Australia, New Zealand or the United Kingdom ("Eligible
Shareholders").
The Company has entered into an underwriting agreement (the
"Underwriting Agreement") with CPS Capital Group Pty Ltd
("Underwriter") to underwrite the Entitlement Issue for up to a
value of A$3,316,648, being 100% of the funds proposed to be raised
under the Entitlement Issue, based on the number of Ordinary Shares
in issue as at the date of the Prospectus. Further details of the
Entitlement Issue and the fees payable to the Underwriter are set
out in the Prospectus, which is expected to be lodged with the ASIC
and ASX today, and will made available on the Company's website at
www.future-metals.com.au in due course.
Eligible Shareholders will be offered the opportunity to apply
for additional New Shares above their entitlement, from any
shortfall that may arise under the Entitlement Issue.
Net proceeds from the Entitlement Issue will be utilised for
drilling and other exploration activities on the Company's recently
acquired Eileen Bore Cu-Ni-PGM Project and to progress the
Pre-Feasibility Study ("PFS") on the Panton Project, following the
recent completion and publication of the Company's Panton Scoping
Study.
Mr Jardee Kininmonth, Managing Director of Future Metals,
commented :
"This fundraising will enable the Company to engage in targeted
exploration at its Eileen Bore Project through testing extensional
targets, infill drilling and completing initial metallurgical
testwork. Additionally, the funds will allow the Company to
commence the PFS on its Panton Project, progressing what is one of
the most compelling near-term development PGM projects in the
western world.
The Company has a very strong platform for growth in 2024 and we
look forward to continuing to deliver on our strategy to prepare
Panton for development, including potentially incorporating the
nearby Eileen Bore into the overall development plan. "
Further Information on the Entitlement Issue
Future Metals is offering Eligible Shareholders the opportunity
to participate in an Entitlement Issue to raise approximately
A$3,316,648 (before expenses). The Entitlement Issue is being
priced at A$0.03 per New Share (or GBP0.016 per Depositary
Interest) and will also include one (1) free attaching option
("Entitlement Option") for every two (2) New Shares (or Depositary
Interests) issued, with each Entitlement Option being exercisable
at a price of A$0.10 per share and having an expiry date of 11 June
2024. Fractional entitlements will be rounded down to the nearest
whole number.
The Entitlement Issue will provide Eligible Shareholders, being
those shareholders who are recorded on the Company's share register
at 9.00 a.m. (GMT) on Tuesday, 2 January 2024 with a registered
address in Australia, New Zealand or the United Kingdom, with the
opportunity to acquire one (1) New Share (or Depositary Interest)
for every four (4) Ordinary Shares (or Depositary Interests) owned
(rounded down to the nearest whole number) plus one (1) free
attaching Australian Listed Option for every two (2) New Shares (or
Depositary Interests) issued, without incurring brokerage or any
other transaction costs. The Listed Options will be listed on the
ASX only.
Eligible Shareholders will be offered the opportunity to apply
for additional New Shares (or Depositary Interests) above their
entitlement, from any shortfall that may arise under the
Entitlement Issue. Additional New Shares (or Depositary Interests)
will only be available where there is a shortfall between
applications received from Eligible Shareholders and the number of
New Shares proposed to be issued under the Entitlement Issue. If
the Entitlement Issue is oversubscribed (through the take-up of
Entitlements and any shortfall applications), scale back will be
applied to applications under the shortfall offer on a pro rata
basis. Allocation of the shortfall securities will be at the
discretion of the Board in conjunction with the Underwriter. In
accordance with the terms of the Underwriting Agreement, the
Underwriter must subscribe for any remaining shortfall by 29
February 2024.
Based on the number of existing Ordinary Shares as at the date
of this announcement, a total of approximately 110,554,930 New
Shares and up to 55,277,465 Listed Options will be issued under the
Entitlement Issue (assuming no new Ordinary Shares are issued
following this announcement and prior to the Record Date).
Pursuant to the Underwriting Agreement, the Company has agreed
to issue to the Underwriter 12,000,000 options, plus a further one
(1) option for every three (3) New Shares issued to the Underwriter
as a result of non take-up of the Entitlement Issue by Eligible
Shareholders, up to a maximum of 36,851,643 additional options
(together, the "Underwriter Options"). The issue of the Underwriter
Options is subject to shareholder approval being obtained at a
general meeting of the Company to be convened, which is expected to
be held not later than 4 March 2024. A further announcement(s) will
be made in due course. The Underwriter Options would be exercisable
at a price of A$0.10 per new Ordinary Share, with an expiry date
three years following the date of issue.
The Board advises that Jardee Kininmonth intends to take up
their full entitlement in respect of their shareholding in the
Company and Justin Tremain intends to take up their entitlement in
part.
The Entitlement Issue is non-renounceable. Accordingly, a
securityholder may not sell or transfer all or part of their
entitlement.
Shareholders in the United Kingdom should note that the
Entitlement Issue is akin to an open offer. Rights to subscribe for
New Shares (or Depositary Interests) under the offer cannot be
traded, and any surplus New Shares (or Depositary Interests) not
applied for will not be sold in the market or placed for the
benefit of shareholders who do not apply under the Entitlement
Issue.
If you require any assistance respect of in applying under the
Entitlement Issue, please contact the Company on +61 8 9480 0414.
Depositary Interest Holders should contact Computershare Investor
Services PLC on +44 (0) 370 707 4040 or email
OFSPaymentQueries@Computershare.co.uk for further information.
Further details regarding the terms and conditions of the
Entitlement Issue are set out in the Prospectus, which is expected
to be lodged with ASIC or the ASX on 15 December 2023 and
subsequently made available to all Eligible Shareholders.
Indicative timetable and important dates for the Entitlement
Issue(1)
Event Shareholders Depository Interest
Holders
Announcement of Entitlement Issue Friday, 15 December Friday, 15 December
& Appendix 3B 2023 2023
--------------------- ---------------------
Lodgement of Prospectus with ASIC Friday, 15 December Friday, 15 December
& ASX 2023 2023
--------------------- ---------------------
Ex date Friday, 29 December Friday, 29 December
2023 2023
--------------------- ---------------------
Record Date for determining Entitlements Tuesday, 2 January Tuesday, 2 January
2024 2024
5:00pm (WST) 9:00am (GMT)
--------------------- ---------------------
Prospectus despatched to Shareholders Friday, 5 January Friday, 5 January
2024 2024
--------------------- ---------------------
Last day to extend Closing Date Monday, 15 January Monday, 15 January
of the Entitlement Issue 2024 2024
--------------------- ---------------------
Closing Date of the Entitlement Thursday, 18 January Thursday, 18 January
Issue(2) 2024 2024
1:00 pm (GMT)
--------------------- ---------------------
Securities quoted on ASX on a deferred Friday, 19 January Friday, 19 January
settlement basis from market open 2024 2024
--------------------- ---------------------
Announcement of results of the Entitlement Tuesday, 23 January Tuesday, 23 January
Issue 2024 2024
--------------------- ---------------------
Admission of the New Shares to trading Tuesday, 23 January Tuesday, 23 January
on AIM 2024 2024
8:00 a.m. (GMT) 8:00 a.m. (GMT)
--------------------- ---------------------
Issue date and lodgement of Appendix Thursday, 25 January Thursday, 25 January
2A with ASX applying for quotation 2024 2024
of the securities (before noon Sydney
time)
--------------------- ---------------------
General Meeting held for the proposed Monday, 4 March Monday, 4 March 2024
issue of the Underwriter Options 2024
--------------------- ---------------------
Issue date for the Underwriter Options Tuesday, 5 March Tuesday, 5 March
2024 2024
--------------------- ---------------------
Notes :
(1) This timetable is indicative only and subject to change at
the discretion of Future Metals, and subject to the Listing Rules
and the AIM Rules for Companies. All times/dates are references to
Sydney (AEST) time, unless otherwise stated. Future Metals reserves
the right to modify all dates, including the Entitlement Issue
closing date.
(2) The Directors may extend the Closing Date by giving at least
3 Business Days' notice to ASX prior to the Closing Date.
Accordingly, the date the securities are expected to commence
trading on ASX may vary.
Admission to trading on AIM
Application will be made for admission of the Entitlement Shares
to trading on AIM in due course.
This announcement has been approved for release by the Board of
Future Metals NL .
For further information, please contact :
Future Metals NL +61 8 9480 0414
Jardee Kininmonth info@future-metals.com.au
Strand Hanson Limited (Nominated Adviser) +44 (0) 20 7409 3494
James Harris/James Bellman
Panmure Gordon (UK) Limited (UK Broker)
John Prior/Hugh Rich/Rauf Munir +44 (0)207 886 2500
FlowComms (UK IR/PR)
Sasha Sethi +44 (0) 789 167 7441
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as is forms part of
United Kingdom domestic law pursuant to the European Union
(Withdrawal) Act 2018, as amended.
NOT AN OFFER
This announcement is for information purposes only and is not a
prospectus, product disclosure statement or any other offering
document under Australian law or the law of any other jurisdiction
(and will not be lodged with the Australian Securities and
Investments Commission ("ASIC") or any foreign regulator). The
information does not and will not constitute or form part of an
offer, invitation, solicitation or recommendation in relation to
the subscription, purchase or sale of securities in any
jurisdiction and neither this announcement nor anything in it shall
form any part of any contract for the acquisition of Future Metals'
securities. The distribution of this announcement in jurisdictions
outside Australia may be restricted by law and you should observe
any such restrictions.
The total consideration under the Entitlement Issue shall be
less than, and therefore cannot exceed, EUR8 million (or an
equivalent pounds sterling amount) in aggregate and so, in
accordance with Section 85 and Schedule 11A of the United Kingdom's
Financial Services and Markets Act 2000, as amended (FSMA), the
Entitlement Issue does not require the issue of a prospectus in the
United Kingdom for the purposes of the United Kingdom's Prospectus
Regulation Rules (PRR). The Entitlement Issue does not constitute
an offer to the public requiring an approved prospectus under
section 85 of FSMA and accordingly, neither this announcement, nor
the Prospectus, shall constitute a prospectus for the purposes of
the PRR. This announcement and the Prospectus have not been, and
neither it nor the Prospectus will be, reviewed or approved by the
United Kingdom's Financial Conduct Authority pursuant to sections
85 of FSMA, the London Stock Exchange or any other authority or
regulatory body in the United Kingdom. Accordingly, neither this
announcement nor the Prospectus contain the extent of the
information and disclosures that would typically be included in a
UK prospectus.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OF
AMERICA
This announcement has been prepared for publication in Australia
and may not be released to US wire services or distributed in the
United States. This announcement does not constitute an offer to
sell, or a solicitation of an offer to buy, securities in the
United States or any other jurisdiction. Any securities described
in this announcement have not been, and will not be, registered
under the US Securities Act of 1933 ("US Securities Act") and may
not be offered or sold in the United States except in transactions
exempt from, or not subject to, registration under the US
Securities Act and applicable US state securities laws.
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IOEFFUEFLEDSEDE
(END) Dow Jones Newswires
December 15, 2023 02:00 ET (07:00 GMT)
Future Metals Nl (LSE:FME)
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