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REG - Aura Energy Limited - Publication of Prospectus

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RNS Number : 6548L  Aura Energy Limited  23 April 2024

                                                                                                                              23 April 2024
 Aura Energy Limited

("Aura" or the "Company")

 Publication of Prospectus

 

 

Aura Energy Limited (ASX:AEE, AIM:AURA) ("Aura", the "Company") advises that
it has published a prospectus in relation to its share purchase plan ("SPP")
and offer of options under the placement, initially announced on 18 March 2024
(the "Prospectus").

The full version of the Prospectus can be seen here:
http://www.rns-pdf.londonstockexchange.com/rns/6548L_1-2024-4-23.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/6548L_1-2024-4-23.pdf)

To view the Letter to the Eligible Shareholders, please click here:
http://www.rns-pdf.londonstockexchange.com/rns/6548L_2-2024-4-23.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/6548L_2-2024-4-23.pdf)

The Company is offering Eligible Shareholders (as defined in the Prospectus)
the opportunity to apply to participate in the Company's share purchase plan
to raise up to approximately A$2 million (before costs) ("SPP Offer")

Additionally, the Company wishes to provide Eligible DI Holders (as defined
below) the opportunity to apply for up to A$30,000 (£15,600) worth of fully
paid ordinary shares in the Company ("SPP Shares") (being up to 166,666 SPP
Shares) at an issue price of A$0.18 (£0.0936) for each SPP Share, without
incurring brokerage or other transaction costs. Eligible DI Holders whose
application pursuant to the SPP Offer is successful will be issued SPP Shares
tradeable on AIM and three (3) free attaching options for every four (4) SPP
Shares issued under the SPP Offer, exercisable at A$0.30 (£0.156) per option
and expiring two years from the date of issue ("SPP Options"). The SPP Options
will not be admitted to trading on AIM, and will only be tradeable on ASX
(subject to the Company satisfying the official quotation requirements of
ASX).

"Eligible DI Holders" will be those holders that satisfy all of the below:

·    holders of Depositary Interests ("DI") in respect of Shares as at
6:00am (GMT) on Friday, 15 March 2024, being the Record Date;

·    who were recorded on the DI Register with an address in Australia,
the United Kingdom or New Zealand;

·    who are not resident or located in the United States, and not acting
for the account or benefit of persons in the United States; and

·    who are not resident or located in any other jurisdiction in or into
which an offer of SPP Shares would be unlawful.

DI holders who are not Eligible DI Holders are unable to participate in the
SPP Offer.

Eligible DI Holders will be provided with a letter from Computershare Investor
Services PLC, as Depositary in relation to the Company's DI's ("Eligible DI
Holder Letter") and an application form to be used for the purposes of
applying under the SPP Offer.

To view the Eligible DI Holder Letter, please click here:
http://www.rns-pdf.londonstockexchange.com/rns/6548L_3-2024-4-23.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/6548L_3-2024-4-23.pdf)

To view the Target Market Determination Letter, please click here:
http://www.rns-pdf.londonstockexchange.com/rns/6548L_4-2024-4-23.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/6548L_4-2024-4-23.pdf)

The Prospectus, Eligible DI Holder Letter and Target Market Determination
Letter can also be viewed on the Company's website: www.auraenergy.com.au
(http://www.auraenergy.com.au)

Defined terms used in this announcement shall have the same meaning as in the
Prospectus unless otherwise specified.

The timetable and certain sections of the Prospectus are reproduced below:

Timetable

 

 Event                                                                          Date*
                                                                                Shareholders                            DI Holders
 Record Date to identify Eligible Shareholders entitled to participate in the   7:00pm (AEST) on Friday, 15 March 2024  6:00am (GMT) on Friday, 15 March 2024
 SPP Offer
 Announcement of Placement and SPP Offer                                        Monday, 18 March 2024                   Monday, 18 March 2024
 Lodgement of Prospectus with ASIC and ASX                                      Tuesday, 23 April 2024                  Tuesday, 23 April 2024
 Opening Date of Offers                                                         Tuesday, 23 April 2024                  Tuesday, 23 April 2024
 General Meeting to approve (amongst other matters) the issue of the New        Tuesday, 21 May 2024                    Tuesday, 21 May 2024
 Securities and Director Placement Shares
 Closing Date for the Offers                                                    5:00pm (AEST) on Thursday, 23 May 2024  1:00pm (BST) on Thursday, 23 May 2024
 Announcement of SPP Offer results (conditional upon Shareholder approval at    Thursday, 30 May 2024                   Thursday, 30 May 2024
 the General Meeting)
 Issue of New Securities and Director Placement Shares (to the extent approved  Thursday, 30 May 2024                   Thursday, 30 May 2024
 at the General Meeting)
 Official Quotation of SPP Shares on ASX                                        Thursday, 30 May 2024                   Thursday, 30 May 2024
 Admission of SPP Shares and Director Placement Shares on AIM                   Thursday, 30 May 2024                   Thursday, 30 May 2024
 Subject to satisfying ASX requirements, Official Quotation of SPP Options and  Thursday, 30 May 2024                   Thursday, 30 May 2024
 Placement Options under the Offers (noting the SPP Options and Placement
 Options are not being admitted to trading on AIM)

 

Details of the SPP Offer

 

 About the SPP Offer
 What is the SPP Offer?                                                         The SPP Offer provides Eligible Shareholders with an opportunity to apply for
                                                                                up to A$30,000 (£15,600) worth of SPP Shares, being 166,666 SPP Shares (and
                                                                                the corresponding 124,999 free attaching SPP Options, on a three (3) for four
                                                                                (4) basis) without paying brokerage or other transaction costs. The SPP Shares
                                                                                will be admitted to trading on the ASX and AIM.  The SPP Options will not be
                                                                                admitted to trading on AIM, only the ASX (subject to satisfying the ASX
                                                                                quotation requirements).

                                                                                Refer to Section 2.1 of the Prospectus for further details.
 What is the Issue Price of SPP Shares?                                         The Issue Price for each SPP Share is A$0.18 (£0.0936), being a discount of:

                                                                                ·              18.2% discount to A$0.22, being the closing price
                                                                                of Shares on ASX on 14 March 2024 (being the last day on which trades of
                                                                                Shares occurred before the Company announced the Placement and SPP Offer); and

                                                                                ·              23.5% discount to the 5-day VWAP of Shares up to
                                                                                and including 14 March 2024.

                                                                                The method used to calculate the Issue Price was to match it to the issue
                                                                                price per Share offered pursuant to the Placement. The maximum subscription
                                                                                amount of A$30,000 (£15,600) and the Issue Price of A$0.18 (£0.0936) is
                                                                                based on an AUD/GBP foreign exchange rate of 0.52 (rounded to 2 decimal
                                                                                places) prevailing as at the date of the announcement of the SPP Offer (refer
                                                                                to the Company's ASX and AIM announcements dated 18 March 2024).
 Why is the Company making the SPP Offer?                                       The SPP Offer is part of a capital raising being implemented in conjunction
                                                                                with a Placement to the Placement Investors, which was announced to the ASX
                                                                                and AIM on 18 March 2024.

                                                                                The SPP Offer gives Eligible Shareholders the opportunity to apply to invest
                                                                                in the Company at the same issue price per Share as the Placement.

                                                                                The Company presently intends to use funds raised under the SPP Offer for the
                                                                                purposes set out in Section 3.1 of the Prospectus.
 Who is eligible to participate in the SPP Offer?                               Only Eligible Shareholders (as defined in Section 2.8 of the Prospectus) may
                                                                                apply to participate in the SPP Offer. Shareholders that are not Eligible
                                                                                Shareholders are not eligible to apply to participate in the SPP Offer. DI
                                                                                Holders are not Eligible Shareholders and should not complete SPP Application
                                                                                Forms or send any monies in accordance with the instructions set out in the
                                                                                Prospectus.

                                                                                The SPP Offer is also being extended to Eligible DI Holders. Eligible DI
                                                                                Holders will be sent the Eligible DI Holder Letter and accompanying
                                                                                application form with instructions as to how they may participate in the SPP
                                                                                Offer, should they wish to.
 What if I am located outside of Australia, the United Kingdom or New Zealand?  The SPP Offer is not being extended, and no SPP Securities will be issued to
                                                                                Shareholders with a registered address that is outside of Australia, the
                                                                                United Kingdom or New Zealand or any other jurisdiction where the Company is
                                                                                not satisfied that it is lawfully able to make such an offer or issue the
                                                                                Prospectus without being required to take any further action in the relevant
                                                                                jurisdiction concerned.

                                                                                Shareholders in the United States are not eligible to participate in the SPP
                                                                                Offer. Similarly, Shareholders (including trustees, nominees and Custodians)
                                                                                who are acting for the account or benefit of persons in the United States, are
                                                                                not eligible to participate in the SPP Offer on behalf of those persons.

                                                                                The Prospectus does not constitute a UK prospectus and has not been approved
                                                                                by the UK Financial Conduct Authority.

                                                                                In the United Kingdom, the Prospectus is being distributed only to, and is
                                                                                directed at, persons (i) who have professional experience in matters relating
                                                                                to investments falling within Article 19(5) (investment professionals) of the
                                                                                Financial Services and Markets Act 2000 (Financial Promotions) Order 2005
                                                                                ("FPO") or, (ii) who fall within the categories of persons referred to in
                                                                                Article 49(2)(a) to (d) (high net worth companies, unincorporated
                                                                                associations, etc.) of the FPO or (iii) who fall within the categories of
                                                                                persons referred to in Article 43(2) (members and creditors of certain bodies
                                                                                corporate) of the FPO or (iv) to whom it may otherwise be lawfully
                                                                                communicated ("relevant persons"). The investment to which the Prospectus
                                                                                relates is available only to relevant persons. Any person who is not a
                                                                                relevant person should not act or rely on the Prospectus.

                                                                                The distribution of the Prospectus in jurisdictions outside Australia may be
                                                                                restricted by law and therefore persons into whose possession the Prospectus
                                                                                comes should seek advice on and observe any such restrictions. Any failure to
                                                                                comply with these restrictions may constitute a violation of those laws. Refer
                                                                                to Section 2.21 of the Prospectus for further details.
 What are the rights and liabilities attaching to the SPP Shares?               The SPP Shares (and shares issued on exercise of the SPP Options) issued under
                                                                                the SPP Offer will, from their time of issue, rank equally in all respects
                                                                                with the Company's existing Shares on issue. The SPP Shares issued under the
                                                                                SPP Offer will be admitted to trading on ASX and AIM. Refer to Section 5.1 of
                                                                                the Prospectus for details on the rights and liabilities attaching to Shares.
 Do I have to participate in the SPP Offer?                                     No, participation is entirely voluntary. If you do not wish to apply for SPP
                                                                                Securities in the SPP Offer, no action is required on your part.

                                                                                Please note that Eligible Shareholders who do not participate will have their
                                                                                percentage shareholding in the Company reduced, for example as a result of any
                                                                                issue of SPP Shares to participating Eligible Shareholders.
 How long is the SPP Offer period?                                              The SPP Offer opens for acceptances on Tuesday, 23 April 2024 and all
                                                                                Applications and payments of Application Monies must be received by no later
                                                                                than 5:00pm (AEST) / 1:00pm (BST) on Thursday, 23 May 2024, subject to any
                                                                                variation of the Closing Date by the Directors.
 Will the SPP Options be quoted?                                                The Company proposes to seek quotation of the SPP Options subject to
                                                                                satisfying the quotation requirements of the ASX. The SPP Options will only be
                                                                                admitted to Official Quotation by the ASX if the conditions for quotation of a
                                                                                new class of securities are satisfied.

                                                                                Failure to obtain Official Quotation of the SPP Options will not prevent the
                                                                                issue of the SPP Options and will not cause any such issue to be void pursuant
                                                                                to the Corporations Act, as the SPP Offer is not conditional upon Official
                                                                                Quotation of the SPP Options being granted. However, the SPP Offer is
                                                                                conditional on the relevant SPP Shares which are issued pursuant to the SPP
                                                                                Offer being admitted to Official Quotation by the ASX before the expiration of
                                                                                three months after the date of issue of the Prospectus (or within such longer
                                                                                period as may be permitted by law).

                                                                                If Official Quotation of the SPP Options is not granted, the SPP Options
                                                                                issued pursuant to the SPP Offer will not be able to be traded on the ASX.

                                                                                Application is not being made for the admission of the SPP Options to trading
                                                                                on AIM.

                                                                                Refer to Sections 2.16 and 2.17 of the Prospectus for further details. For the
                                                                                terms and conditions of the SPP Options (and the Placement Options) please
                                                                                refer to to Section 5.2 of the Prospectus.
 What are the key risks of an investment in the Company?                        The SPP Securities offered should be considered highly speculative because of
                                                                                the nature of the business activities of the Company and no assurances can be
                                                                                made that the Company's particular business activities will be successful.
                                                                                Potential investors should consider whether the SPP Securities offered are a
                                                                                suitable investment having regard to their own personal investment objectives
                                                                                and financial circumstances and the risk factors detailed in Section 4 of the
                                                                                Prospectus.
 How do I apply under the SPP Offer?                                            If you are an Eligible Shareholder and you wish to subscribe for SPP
                                                                                Securities under the SPP Offer, please pay your Application Monies in
                                                                                accordance with the instructions in the Prospectus (including in Sections 2.10
                                                                                and 2.12 of the Prospectus) and the SPP Application Form.

                                                                                Pursuant to the SPP Offer, Eligible Shareholders may apply for a maximum of
                                                                                A$30,000 (£15,600) worth of SPP Shares (being 166,666 SPP Shares and the
                                                                                corresponding 124,999 SPP Options). Eligible Shareholders may participate by
                                                                                selecting one of the following options to make an Application for SPP
                                                                                Securities under the SPP Offer:

Parcel  Application Monies  Value of Depositary Interests1  Number of SPP Shares  Number of attaching SPP Options
                                                                                A   A$30,000            £15,600                         166,666               124,999
                                                                                B   A$25,000            £13,000                         138,888               104,166
                                                                                C   A$20,000            £10,400                         111,111               83,333
                                                                                D   A$15,000            £7,800                          83,333                62,499
                                                                                E   A$10,000            £5,200                          55,555                41,666
                                                                                F   A$5,000             £2,600                          27,777                20,832
                                                                                G   A$2,000             £1,040                          11,111                8,333
                                                                                H   A$1,000             £520                            5,555                 4,166
                                                                                I   A$500               £260                            2,777                 2,082

Notes:

                                                                                1.     Based on an AUD/GBP foreign exchange rate of 0.52 (rounded to 2
                                                                                decimal places) prevailing as at the date of the announcement of the SPP Offer
                                                                                (refer to the Company's ASX and AIM announcements dated 18 March 2024).

                                                                                The above table details the number of SPP Securities that would be issued for
                                                                                different amounts of Application Monies (assuming there is no scale back of
                                                                                applications) and assuming the Company accepts the Application and elects to
                                                                                issue those SPP Securities (which election is in the Company's sole
                                                                                discretion). Where the amount applied for results in a fraction of a SPP
                                                                                Security, the number of SPP Securities issued will be rounded down to the
                                                                                nearest whole number.

                                                                                If you do not provide the exact amount of Application Monies, the Company
                                                                                reserves its right to return your Application Monies or round your Application
                                                                                Monies down to the next valid parcel. If the Company returns all your
                                                                                Application Monies, no SPP Securities will be issued to you.

                                                                                If an Eligible Shareholder applies for an amount which is not exactly
                                                                                divisible by the Issue Price, in calculating the number of SPP Shares to be
                                                                                issued, all fractional entitlements will be rounded down to the nearest whole
                                                                                number of Shares. The Company will not refund any resulting small excess in
                                                                                subscription monies (i.e., A$5 (£2.60) or less) which will be deemed to form
                                                                                part of the aggregate Issue Price for the SPP Shares.

                                                                                The SPP Offer is non-renounceable, which means that Eligible Shareholders may
                                                                                not transfer their rights to apply for any SPP Securities under the SPP Offer.

                                                                                SPP Application Forms and payments under the SPP Offer are irrevocable and may
                                                                                not be withdrawn once the Company receives it. Applications may be scaled back
                                                                                or rejected, at the absolute discretion of the Company.

                                                                                DI Holders are not Eligible Shareholders and should not complete an SPP
                                                                                Application Form or send any monies in accordance with the instructions set
                                                                                out in the Prospectus.  Eligible DI Holders will be sent the Eligible DI
                                                                                Holder Letter and accompanying application form with instructions as to how
                                                                                they may participate in the SPP Offer, should they wish to.
 When will the SPP Securities be allotted?                                      It is expected that the SPP Securities will be issued on Thursday, 30 May
                                                                                2024. However, if the Closing Date is extended or accelerated by the Company,
                                                                                the date for issue may also alter.

Notes:

1.     Based on an AUD/GBP foreign exchange rate of 0.52 (rounded to 2
decimal places) prevailing as at the date of the announcement of the SPP Offer
(refer to the Company's ASX and AIM announcements dated 18 March 2024).

The above table details the number of SPP Securities that would be issued for
different amounts of Application Monies (assuming there is no scale back of
applications) and assuming the Company accepts the Application and elects to
issue those SPP Securities (which election is in the Company's sole
discretion). Where the amount applied for results in a fraction of a SPP
Security, the number of SPP Securities issued will be rounded down to the
nearest whole number.

If you do not provide the exact amount of Application Monies, the Company
reserves its right to return your Application Monies or round your Application
Monies down to the next valid parcel. If the Company returns all your
Application Monies, no SPP Securities will be issued to you.

If an Eligible Shareholder applies for an amount which is not exactly
divisible by the Issue Price, in calculating the number of SPP Shares to be
issued, all fractional entitlements will be rounded down to the nearest whole
number of Shares. The Company will not refund any resulting small excess in
subscription monies (i.e., A$5 (£2.60) or less) which will be deemed to form
part of the aggregate Issue Price for the SPP Shares.

The SPP Offer is non-renounceable, which means that Eligible Shareholders may
not transfer their rights to apply for any SPP Securities under the SPP Offer.

SPP Application Forms and payments under the SPP Offer are irrevocable and may
not be withdrawn once the Company receives it. Applications may be scaled back
or rejected, at the absolute discretion of the Company.

DI Holders are not Eligible Shareholders and should not complete an SPP
Application Form or send any monies in accordance with the instructions set
out in the Prospectus.  Eligible DI Holders will be sent the Eligible DI
Holder Letter and accompanying application form with instructions as to how
they may participate in the SPP Offer, should they wish to.

When will the SPP Securities be allotted?

It is expected that the SPP Securities will be issued on Thursday, 30 May
2024. However, if the Closing Date is extended or accelerated by the Company,
the date for issue may also alter.

 

Purpose of the Offer

The purpose of the Prospectus is to:

·    make the SPP Offer and the Placement Options Offer;

·    facilitate any potential secondary trading of the New Securities; and

·    facilitate any potential secondary trading of the Shares to be issued
upon exercise of the SPP Options and Placement Options. Issuing the SPP
Options and Placement Options under the Prospectus will enable persons who are
issued SPP Options and/or Placement Options to on-sell the Shares issued upon
exercise of those Options, pursuant to ASIC Corporations (Sale Offers That Do
Not Need Disclosure) Instrument 2016/80.

However, the Company is not specifically proposing to issue the New Securities
for the purpose of the persons to whom they are issued selling or transferring
their New Securities, or granting, issuing or transferring interests in, or
options or warrants over, their New Securities. The Prospectus does not
constitute a UK prospectus and has not been approved by the UK Financial
Conduct Authority.

The Placement and SPP Offer are being undertaken for the Company to raise up
to approximately A$18.2 million (before costs). Of that total amount which may
be raised, approximately A$16,140,401 has already been received by the Company
as the aggregate issue price for the Tranche 1 Placement.

The above amounts exclude any funds which may be raised in future from any
exercise of the SPP Options and Placement Options issued pursuant to the
Prospectus.

Funds raised from issue of Shares pursuant to the Placement and from the issue
of SPP Shares, and any exercise of the SPP Options and Placement Options, are
indicatively proposed to be used towards:

·    assisting the Company with pre-development activities at the Tiris
Project in Mauritania, with a final investment decision expected in 2024 and
production expected in 2026;

·    supporting development of the Häggån Project in Sweden; and

·    providing additional working capital.

As with any budget, intervening events and new circumstances have the
potential to affect the manner in which the funds are ultimately applied. The
Board reserves the right to alter the way funds are applied.

 

Effect on the Capital Structure

 

The effect of the Offers on the capital structure of the Company, assuming the
maximum numbers of New Securities are issued pursuant to the Offers (and
assuming the Director Placement Shares are issued), is as follows (actual
figures may vary, for example due to rounding):

                                                                              Shares          Options        Loan Funded Shares(3)
 Securities on issue as at the date of the Prospectus                         689,516,477(1)  65,283,605(2)  38,000,000
 Director Placement Shares to be issued under the Tranche 2 Placement(4)      722,222         -              -
 SPP Securities to be issued under the SPP Offer (assuming maximum number of  11,111,108      8,333,331      -
 SPP Shares are issued)(5)
 Placement Options to be issued under the Placement Options Offer(6)          -               67,793,338     -
 TOTAL(7)                                                                     700,715,519     142,104,562    38,000,000

Notes:

1.        This figure comprises the 89,668,896 Shares that were issued
under the Tranche 1 Placement on 25 March 2024.

2.       This figure comprises the following:

(a)    64,898,989 listed Options expiring 30 June 2024 exercisable at
A$0.052 per Option; and

(b)    384,616 unlisted Options expiring 30 June 2024, exercisable at
A$0.052 per Option.

3.       The Loan Funded Shares are unlisted fully paid shares issued
under the Company's Loan Funded Equity Scheme.

4.       The Director Placement Shares under the Tranche 2 Placement are
anticipated to be issued on or around Thursday, 30 May 2024 (subject to
Shareholder approval at the General Meeting).

5.       This assumes the maximum amount of A$2 million is raised
pursuant to the SPP Offer. The SPP Securities under the SPP Offer are subject
to Shareholder approval at the General Meeting.

6.       This figure comprises 722,222 of the Placement Options to be
issued under the Tranche 2 Placement pursuant to the Placement Options Offer
(subject to Shareholder approval at the General Meeting). The terms and
conditions of the Placement Options are detailed in Section 5.2 of the
Prospectus.

7.       On a fully diluted basis, assuming all of the Options detailed
above convert into Shares and all of the Loan Funded Shares vest, the
Company's issued capital detailed above would equate to 880,760,081 Shares. No
forecast is made of whether any Options will be exercised or converted into
Shares.

 

Effect of the Offers on control of the Company

Company is of the view that the Offers will not affect the control (as defined
by section 50AA of the Corporations Act) of the Company. No new investor or
existing Shareholder will have a Voting Power greater than 20% as a result of
the completion of the Offers.

 

Pro Forma Statement of Financial Position

The pro forma statement of financial position of the Company as at 31 December
2023 has been prepared by the Company based on the audit reviewed statement of
financial position as at 31 December 2023, and adjusted to reflect pro forma
assets and liabilities of the Company as if completion of the SPP Offer and
the Placement had occurred by 31 December 2023.

The pro-forma financial information has not been audited or reviewed and,
other than the estimated costs of the SPP Offer and the Placement, it does not
include the indicative expenditure of the proceeds of the SPP Offer and the
Placement.

The pro forma financial information is presented in an abbreviated form, in so
far as it does not include all of the disclosure statements or comparative
information required by Australian Accounting Standards applicable to the
Company's annual financial statements.

The financial information should be read in conjunction with the risk factors
described in Section 4 of the Prospectus, and other information detailed
within or referred to in the Prospectus, including the Company's other
periodic and continuous disclosure announcements referred to in Section 5.4 of
the Prospectus.

                                                                           Reviewed Balance Sheet  Placement   Share Purchase Plan  Pro-forma

31 December 2023
31 December 2023
                                                                           (A$)                    (A$)        (A$)                 (A$)
 Assets
 Current assets
 Cash and cash equivalents                                                 5,862,213               15,218,175  1,825,195            22,905,583
 Other receivables                                                         178,215                                                  178,215
 Other current assets                                                      94,880                                                   94,880
 Assets classified as disposal group                                       2,612,405                                                2,612,405
 Total current assets                                                      8,747,713                                                25,791,083
 Non-current assets
 Security deposits                                                         53,295                                                   53,295
 Plant and equipment                                                       9,524                                                    9,524
 Right of use assets                                                       267,140                                                  267,140
 Exploration and evaluation                                                32,827,319                                               32,827,319
 Total non-current assets                                                  33,157,278                                               33,157,278
 Total assets                                                              41,904,991                                               58,948,361
 Liabilities
 Current liabilities
 Trade and other payables                                                  3,564,118                                                3,564,118
 Employee benefits                                                         107,215                                                  107,215
 Other current liabilities                                                 3,067                                                    3,067
 Lease liabilities                                                         82,674                                                   82,674
 Liabilities directly associated with assets classified as disposal group  112,041                                                  112,041
 Total current liabilities                                                 3,869,115                                                3,869,115
 Non-current liabilities
 Employee benefits                                                         1,847                                                    1,847
 Lease liabilities                                                         207,091                                                  207,091
 Total non-current liabilities                                             208,938                                                  208,938
 Total liabilities                                                         4,078,053                                                4,078,053
 Net assets                                                                37,826,938                                               54,870,308
 Equity
 Share capital                                                             82,278,531              15,218,175  1,825,195            99,321,901
 Other equity                                                              314,346                                                  314,346
 Other reserves                                                            5,006,460                                                5,006,460
 Accumulated losses                                                        (49,712,736)                                             (49,712,736)
 Capital and reserves attributable to owners of parent                     37,886,601                                               54,929,971
 Non-controlling interests                                                 (59,663)                                                 (59,663)
 Total equity                                                              37,826,938                                               54,870,308

 

The adjustments in this pro forma statement of financial position are as
follows:

1          the issue of 90,391,118 Shares at A$0.18 per Share under
the Placement to raise gross proceeds of approximately A$16,270,401 less the
cost of the Placement (including brokerage, lead manager and quotation fees)
of approximately A$1,052,226 (excluding GST); and

2          the issue of 11,111,108 SPP Shares at A$0.18 (£0.0936)
per SPP Share to raise gross proceeds of approximately A$2,000,000 (assuming
the SPP Offer is fully subscribed) less the cost of the SPP Offer as detailed
in Section 5.15 of the Prospectus (being approximately A$174,805).

Related Party Transaction

Subject to Shareholder approval, Mr Andrew Grove, a Director, committed to
subscribe for 555,556 Director Placement Shares to raise approximately
A$100,000 (before costs), and up to 416,667 Placement Options under the
Tranche 2 Placement. As subsequently announced on

15 April 2024, Mr Philip Mitchell, a Director, is seeking to invest an
additional A$30,000 under the Tranche 2 Placement, subject to shareholder
approval at the General Meeting, scheduled to be held on Tuesday, 21 May
2024.

 

The issue of the 555,556 Director Placement Shares and 416,556 Placement
Options to Mr Andrew Grove and the 166,666 Director Placement Shares and
124,999 Placement Options to Mr Philip Mitchell under the Tranche 2 Placement
constitutes a related party transaction for the purpose of Rule 13 of the AIM
Rules. The Directors (other than Mr Andrew Grove and Mr Philip Mitchell), who
are independent of the Tranche 2 Placement, having consulted with SP Angel
Corporate Finance LLP, the Company's nominated adviser, consider that the
terms of the Tranche 2 Placement are fair and reasonable in so far as
Shareholders are concerned.

 

Taxation Implications

 

The Directors do not consider it appropriate to give Applicants advice
regarding the taxation consequences of subscribing for New Securities under
the Prospectus (nor of exercising any SPP Options and/or Placement Options
into Shares). The Company, its advisers and its officers do not accept any
responsibility or liability for any such taxation consequences to Applicants.
As a result, Applicants should consult their professional tax adviser in
connection with subscribing for New Securities under the Prospectus.

 

Privacy

 

The Company collects information about each Applicant provided on an
Application Form for the purposes of processing that Application and, if the
Application is successful, to administer the Applicant's security holding in
the Company. Such information may be used to assess your Application, service
your needs as a holder of securities, provide facilities and services that you
request and carry out appropriate administration.

By submitting an Application Form, each Applicant agrees that the Company may
use the information provided by an Applicant on the Application Form for the
purposes set out in this privacy disclosure statement and may disclose it for
those purposes to the Share Registry, the Company's or its subsidiaries',
agents, contractors and third party service providers, including mailing
houses and professional advisers, and to the ASX and regulatory authorities,
or as otherwise permitted under the Privacy Act 1988 (Cth).

 

Enquiries concerning the Prospectus

 

Enquiries relating to the Prospectus or the Offers should be directed to the
Share Registry, Computershare Investor Services Pty Ltd on 1300 850 505
(within Australia) or +61 3 9415 4000 (outside Australia) between 8:30am and
5:00pm (AEST) Monday to Friday (excluding public holidays) during the offer
period for the Offers or email the Company Secretary at rkennedy@auraee.com.

Eligible DI Holders should contact the Depositary, Computershare Investor
Services PLC on 0370 702 0000 (within UK) or +44 370 702 0000 (outside UK)
between 8:30am and 5:30pm (BST) on any London business day.

 

 

For Further Information, please contact:

 Andrew Grove                                                                                                      Paul Ryan                                                  SP Angel Corporate Finance LLP

 Managing Director and CEO                                                                                         Citadel-MAGNUS                                             (Nominated Advisor and Broker)

 Aura Energy Limited                                                                                               Investor & Media Relations                                 David Hignell

 info@auraenergy.com.au                                                                                            p.ryan@morrowsodali.com (mailto:p.ryan@morrowsodali.com)   Kasia Brzozowska
 (mailto:info@auraenergy.com.au?subject=Aura%20Energy%20(ASX:AEE)%20-%20Shareholder%20/%20Investor%20Enquiry)

                                                                                                                 +61 409 296 511                                            Grant Barker

                                                                                                                                                                              +44 (0) 203 470 0470

                                                          About Aura Energy (ASX:AEE, AIM:AURA)
                                                          Aura Energy is an Australian-based mineral company with major uranium and
                                                          polymetallic projects in Africa and Europe.

                                                          The Company is focused on developing a uranium mine at the Tiris Uranium
                                                          Project, a major greenfield uranium discovery in Mauritania. The February 2024
                                                          FEED study demonstrated Tiris to be a near-term low-cost 2Mlbs U(3)O(8) p.a
                                                          near term uranium mine with a 17-year mine life with excellent economics and
                                                          optionality to expand to accommodate future resource growth.

                                                          Aura plans to transition from a uranium explorer to a uranium producer to
                                                          capitalise on the rapidly growing demand for nuclear power as the world shifts
                                                          towards a decarbonised energy sector.

                                                          Beyond the Tiris Project, Aura owns 100% of the Häggån Project in Sweden.
                                                          Häggån contains a global-scale 2.5Bt vanadium, sulphate of potash ("SOP")
                                                          and uranium resource. Utilising only 3% of the resource, a 2023 Scoping Study
                                                          outlined a 27-year mine life based on mining 3.5Mtpa.

 

 
                                                          @AuraEnergyAEE (https://twitter.com/aee_auraenergy)

 

 
                                                          https://www.linkedin.com/company/aura-energy-limited (https://www.linkedin.com/company/aura-energy-limited)

                                                                           Subscribe for Investor Updates
                                                          (https://www.auraenergy.com.au/#subscribe)

 

 

 

 
@AuraEnergyAEE (https://twitter.com/aee_auraenergy)

 

 
https://www.linkedin.com/company/aura-energy-limited (https://www.linkedin.com/company/aura-energy-limited)

                 Subscribe for Investor Updates
(https://www.auraenergy.com.au/#subscribe)

 

 

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