Non-Renounceable Entitlement Offer to Raise $891,192
Released
Released
Announcement PDF
ASX ANNOUNCEMENT
22 March 2024
NON-RENOUNCEABLE ENTITLEMENT OFFER
Red Mountain Mining Ltd (ASX: RMX) (Company) is pleased to announce that it is undertaking a pro-rata
non-renounceable entitlement issue of one (1) share (New Share) for three (3) existing shares held by
eligible shareholders at an issue price of $0.001 per New Share to raise up to $891,192 (before costs),
together with one (1) free-attaching option (exercisable at $0.002 and expiring on or before the date that
is three (3) years from the date of issue) (New Options) for every two (2) New Shares subscribed for and
issued (Offer).
The Offer is being made to all shareholders of the Company named on its register of members at 5:00pm
(WST) on 5 April 2024 (Record Date), whose registered address is in Australia or New Zealand. Up to
891,192,012 New Shares and 445,596,006 New Options will be issued pursuant to the Offer (assuming no
other shares are issued prior to the Record Date).
All New Shares issued will rank equally with existing shares on issue. Any fractional entitlements arising
from the Offer will be rounded down.
A transaction specific prospectus in relation to the Offers will be lodged with ASIC on 25 March 2024
(Prospectus) and will be despatched to eligible shareholders on 10 April 2024.
Use of Funds
The Company intends to allocate funds raised from the Offer towards:
•
exploration on the Company’s farm-in of Liontown Resources (ASX:LTR) Monjebup Rare Earth
Project;
•
exploration on the Company’s existing asset portfolio;
•
review of potential new ventures; and
•
working capital expenses.
Underwriting and sub-underwriting agreements
The Offer is being partially underwritten by Still Capital Pty Ltd (ABN 33 647 521 603) (AFSL 519872)
(Underwriter). The Company has entered into an underwriting agreement with the Underwriter to act as
the underwriter to the Offer (Underwriting Agreement). The material terms and conditions of the
Underwriting Agreement are as follows:
•
the Underwriter has agreed to partially underwrite the Offer up to a value of $550,000;
•
the Underwriter (or its nominee) will receive up to 183,333,333 New Options (Underwriter
Options) as consideration for partially underwriting the Offer, which represents one (1) New
Option for every three (3) New Shares underwritten. The Underwriter Options will be issued
under the Company’s existing Listing Rule 7.1 placement capacity;
•
the Underwriter and Company may appoint sub-underwriters to sub-underwrite the Offer. The
Underwriter will be responsible for any fees payable to any sub-underwriters or other parties
involved in the Offer introduced by the Underwriter or the Company; and
•
the obligations of the Underwriter to partially underwrite the Offer are subject to satisfaction of
certain conditions precedent that are customary for an agreement of this nature. If those
conditions are not satisfied or if certain termination events occur, the Underwriter may terminate
the Underwriting Agreement.
The Underwriter has entered into a sub-underwriting agreement with professional and sophisticated
investors to sub-underwrite the Offer up to the value of $550,000 (being up to 550,000,000 New Shares
and 275,000,000 New Options) (Sub-Underwriting Agreement).
Further details regarding the terms and conditions of the Underwriting Agreement and Sub-Underwriting
Agreement (including the termination events) are to be set out in the Prospectus and accompanying
Appendix 3B to this announcement.
Lead Manager
The Company has engaged Xcel Capital Pty Ltd (ACN 617 047 319) to act as the Lead Manager of the Offer
(Lead Manager). The Company has agreed to pay the following fees to the Lead Manager (and/or its
nominees):
(a)
a management fee of $20,000 (plus GST) for its services in managing the Offer; and
(b)
60,000,000 Options to be issued on the same terms as the New Options which will be issued
under the Company’s existing Listing Rule 7.1 placement capacity.
Timetable
The proposed timetable for the Offer is set out below:
Event
Announcement of the Offers and lodgement of Appendix 3B
with ASX
Lodgement of Prospectus with ASIC and ASX
Ex date
Record Date for determining Shareholders entitled to
participate in the Offer
Date
Friday, 22 March 2024
Monday, 25 March 2024
Thursday, 4 April 2024
Friday, 5 April 2024
Prospectus and Entitlement and Acceptance Form dispatched
to Eligible Shareholders, and Company announces that this has
occurred
Wednesday, 10 April 2024
Opening date of the Offer
Wednesday, 10 April 2024
Last day to extend Closing Date of the Offer
Closing Date (5:00pm WST)*
Tuesday, 16 April 2024
Friday, 19 April 2024
Securities quoted on a deferred settlement basis
Monday, 22 April 2024
ASX and Underwriter/Sub-Underwriter notified of under
subscriptions
Tuesday, 23 April 2024
Underwriter subscribes for Shortfall under terms of
Underwriting /Sub-Underwriting Agreement
Tuesday, 23 April 2024
Event
Date
Issue date and lodgement of Appendix 2A with ASX applying
for quotation of the Securities
By no later than Monday, 29 April 2024
(before noon Sydney time)
Quotation of Securities issued under the Offer
By no later than Monday, 29 April 2024
(before noon Sydney time)
Notes:
* The Directors may extend the Closing Date of the Offers by giving at least three (3) Business Days’ notice to ASX prior to
the
Closing Date. As such the date the Securities are expected to commence trading on ASX may vary.
This announcement is authorised by the Board of Red Mountain Mining Ltd
For further information contact:
mp@miradorcorporate.com
About Red Mountain Mining Ltd
Red Mountain Mining Limited is an ASX-listed (ASX: RMX) mineral exploration and development
company. Red Mountain has a portfolio of critical minerals including lithium, rare earth and gold
projects, located in the USA and Australia. The Company’s flagship project is based in Nevada USA,
prospective for lithium claystone mineralisaton. The Company’s other projects include the Monjebup
Rare Earths Project and the Koonenberry Gold Project.
Share your feedback
Discover