REG - Aura Energy Limited - A$16 million placement to advance Tiris Project

Aura EnergyAnnouncement

18/03/2024 07:30

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RNS Number : 2108H  Aura Energy Limited  18 March 2024

 
                                                                                                18 March 2024

 

 Successful A$16 million placement to advance Tiris Uranium Project

 Not for release to US wire services or distribution in the United States
 KEY POINTS:

 ·    Commitments received from professional and sophisticated investors to
 raise approximately A$16.2 million

 ·    Significant domestic and international interest with a broad range of
 high-quality institutions adding to the register, combined with strong support
 from existing institutional shareholders

 ·    Funds raised will assist Aura for pre-development activities at the
 Tiris Uranium Project with FID expected in 2024 and production expected in
 2026. The raising will also support development of the Haggan Project in
 Sweden and provide additional working capital

 ·    Proposed A$2 million Share Purchase Plan enabling eligible existing
 shareholders to participate on the same terms as the Placement, subject to
 shareholder approval.(1)

 

Aura Energy Limited (ASX: AEE, AIM: AURA) ("Aura" or "the Company") is pleased
to announce it has received firm commitments from professional and
sophisticated investors to raise approximately A$16.2 million through the
issue of approximately 90.2 million fully paid ordinary shares ("Placement
Shares") at A$0.18 per share ("Placement"). The Company will also offer
eligible shareholders on 15 March 2024 ("Record Date"), the opportunity to
participate in a Share Purchase Plan ("SPP") of up to A$2 million through the
issue of approximately 11.1 million fully paid ordinary shares subject to
shareholder approval.

As part of the Placement, Aura Managing Director and CEO Andrew Grove has
committed to investing A$100,000 on the same terms as the Placement, subject
to shareholder approval ("Director Placement Shares").

Participants in the new share issues pursuant to the Placement and the SPP
will also receive three (3) new options for every four (4) shares subscribed
("New Options").(2) New Options are intended to be listed subject to
satisfying the quotation requirements of ASX and will have an exercise price
of A$0.30 and expiry of two (2) years. Approximately 67.7m options are
anticipated to be issued in connection with the Placement and up to 8.3m
options through the SPP.(2)

Aura's Managing Director and CEO Andrew Grove said:

"We are delighted with the support for the Placement and welcome a number of
highly credentialled investors to the register. Existing shareholders can
participate in this exciting period of growth on the same terms as the
Placement through the SPP."

"Funds raised will help Aura accelerate advancing the Tiris Uranium Project
towards FID this year and continue exploration to demonstrate the significant
resource growth potential of the area. The Tiris Project positions Aura as a
significant near-term uranium producer with initial production estimated to
commence in 2026."

Placement Summary

The Placement Shares will, upon their issue, rank equally with existing fully
paid ordinary shares in Aura (Shares). The Placement Shares (other than in
respect of the Aura director participation detailed below) will be issued
utilising the Company's existing placement capacity under ASX Listing Rules
7.1 and 7.1A, with 94,572,700 Placement Shares and New Options proposed to be
issued utilising ASX Listing Rule 7.1 capacity and 62,347,868 Placement Shares
proposed to be issued utilising ASX Listing Rule 7.1A capacity. The Company
expects to issue the Placement Shares under the Placement on or around Monday,
25 March 2024.

The Placement also includes the proposed participation of Aura directors (or
their nominees) in the remaining 555,556 Placement Shares (Director Placement
Shares), which is subject to prior Aura shareholder approval. The Company
anticipates convening a shareholder meeting in late April 2024 to seek this
shareholder approval (amongst other matters) (General Meeting).

The Placement also includes the offer, to be made pursuant to a prospectus, of
three (3) free attaching options to subscribe for a Share, exercisable at
$0.30 and expiring 2 years from the date of issue, for every four (4)
Placement Shares issued under the Placement (Placement Options). The Company
proposes to seek quotation of the Placement Options subject to satisfying the
quotation requirements of ASX.

Funds raised from the Placement (and SPP) will assist Aura for pre-development
activities at the Tiris Uranium Project with FID expected in 2024 and
production expected in 2026. The raising will also support development of the
Haggan Project in Sweden and provide additional working capital.

The issue price of $0.18 per Placement Share represents a 18.2% discount to
the last closing price of $0.22 on 14 March 2024, a 23.5% discount to the
5-day volume weighted average price (VWAP) of Shares, and a 22.3% discount to
the 15-day VWAP of Shares. A cash fee of 6% of the funds to be raised pursuant
to the issue of the Placement Shares will be paid in aggregate to all brokers
who supported the Placement.

The Placement is not underwritten.

Share Purchase Plan Summary

The Company is also pleased to announce its intention to offer a Share
Purchase Plan (SPP Offer) to existing eligible shareholders, being
shareholders of the Company with a registered address in Australia, the United
Kingdom or New Zealand recorded on the Company's share register at 5.00pm
(AWST) on Friday, 15 March 2024 (Eligible Shareholders).

Pursuant to the SPP, Eligible Shareholders in the Company will have the
opportunity, irrespective of the size of their shareholding, to apply (without
incurring brokerage fees) pursuant to a prospectus for up to $30,000 worth of
new Shares (SPP Shares), at an issue price of $0.18 per SPP Share, and three
(3) free attaching option for every four (4) SPP Shares issued under the SPP,
on the same terms as the Placement Options (SPP Options). The Company proposes
to seek quotation of the SPP Options subject to satisfying the quotation
requirements of ASX. The SPP is not underwritten.

The Company proposes to raise a total of $2,000,000 (before costs) pursuant to
the SPP, but reserves the right in its sole discretion to scale back
applications (in whole or in part) pursuant to the SPP (or withdraw the SPP).
Any scale back will be applied to the extent and in the manner Aura sees fit,
which may include taking into account a number of factors such as the size of
an Eligible Shareholder's shareholding at the Record Date , the extent to
which the Eligible Shareholder has sold or purchased shares since the Record
Date, whether the Eligible Shareholder may have multiple registered holdings,
the date on which the application was made, and the total applications
received from Eligible Shareholders. Proceeds from the SPP Offer are
indicatively proposed to be utilised for the same purposes as those proceeds
raised under the Placement.

The issue of SPP Shares and SPP Options will be subject to Aura shareholder
approval proposed to be sought at the General Meeting. The Company intends to
seek a waiver from the ASX Listing Rule 7.3.9 requirement to include a voting
exclusion statement in relation to the resolution at the General Meeting to
approve those issues. The SPP Shares will rank equally with existing Shares
from the date of issue.

The terms and conditions of the SPP will be detailed in a prospectus, which is
expected to be dispatched to Eligible Shareholders and released to the ASX
indicatively on or around 8 April 2024. Eligible Shareholders should consider
the prospectus in full before deciding whether to apply for SPP Shares and SPP
Options under the SPP pursuant to the prospectus. The Placement Options are
also proposed be offered under the prospectus.

Indicative timetable

The indicative timetable for the Placement and SPP is as follows:

 Event                                                                           Timing
 Announcement of Placement and return to Trading on ASX                          Monday, 18 March 2024
 Record Date of SPP                                                              5.00pm (AWST) Friday, 15 March 2024
 Settlement -Placement Shares                                                    Friday, 22 March 2024
 Allotment and Normal Trading of Placement Shares                                Monday, 25 March 2024
 Lodgement of Prospectus for SPP Offer and offer of Placement Options            Monday, 8 April 2024
 SPP Opens                                                                       Monday, 8 April 2024
 Anticipated General Meeting to approve the issue of the Director Placement      Friday, 26 April 2024
 Shares, the SPP Shares and the SPP Options
 SPP Closes                                                                      Monday, 29 April 2024
 Settlement - Director Placement Shares                                          Monday, 29 April 2024
 Allotment and Normal Trading of Director Placement Shares                       Tuesday, 30 April 2024
 Announcement of the results of the SPP (conditional upon Aura shareholder       Wednesday, 1 May 2024
 approval at the General Meeting)
 Issue of Placement Options, together with SPP Shares and SPP Options (to the    Friday, 3 May 2024
 extent approved at the General Meeting) and lodgement of Appendix 2A with ASX
 Quotation of SPP Shares and (if approved by ASX) quotation of SPP Options and   Indicatively, early May 2024
 Placement Options

The above timetable is indicative only and all dates are subject to change,
with any such change likely to have consequential effects of other anticipated
dates in the indicative timetable.

Admission to trading on AIM

Application will be made for the 89,668,896 Placement Shares to be admitted to
trading on AIM ("Admission"). It is expected that Admission will become
effective on or around 25 March 2024.

Application for the Admission of the news shares which are to be issued under
the SPP will be made in due course.

 

Related Party Transaction

Aura's Managing Director and CEO Andrew Grove has committed to investing
A$100,000 via a subscription for 555,556 Aura shares, on the same terms as the
Placement (the "Director Placement Shares"), subject to shareholder approval
which will be sought at a forthcoming General Meeting (the "Director
Subscription"). In conjunction with the Director Subscription, Andrew Grove
will be granted free options in the ratio of three options for every four
shares, amounting to 416,667 in total. Each option has an exercise price of
A$0.30 and expire 2 years from the grant date, on about 26 April 2026.

Following the Director Subscription, Andrew Grove will hold 555,556 shares in
Aura, representing less than 1% per cent. of the Company's issued share
capital, as enlarged by the Placement and the Director Subscription.

As Andrew Grove is a Director of Aura, his commitment to invest A$100,000 via
the Director Subscription constitutes a related party transaction for the
purpose of Rule 13 of the AIM Rules. The other Aura Directors, who are
independent of the Director Subscription, consider having consulted with SP
Angel Corporate Finance LLP, the Company's nominated adviser, that the terms
of the Director Subscription are fair and reasonable in so far as shareholders
are concerned.

Application for the Admission of the Director Placement Shares will be made in
late April, in conjunction with the General Meeting.

 

Total Voting Rights

Following the Admission of the 89,668,896 Placement Shares, the total issued
share capital of the Company will consist of 720,153,565 ordinary shares of
no par value each ("Ordinary Shares"). The Company does not hold any Ordinary
Shares in Treasury. Therefore, the total current voting rights in the
Company following Admission will be 720,153,565 and this figure may be used
by shareholders in the Company as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change in their interest in, the share capital of the Company under the
FCA's Disclosure Guidance and Transparency Rules.

1 The Company reserves the right in its sole discretion to scale back
applications pursuant to the SPP. The SPP is not underwritten.

2 The issue of New Options under the SPP is subject to shareholder approval.

ENDS

This announcement is intended to lift the trading halt over the shares in the
Company and is authorised for release by the Board of Aura Energy Limited.

This Announcement contains inside information for the purposes of the UK
version of the market abuse regulation (EU No. 596/2014) as it forms part of
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR").

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

 agrove@auraee.com (mailto:Agrove@auraee.com)   pryan@citadelmagnus.com (mailto:pryan@citadelmagnus.com)   Kasia Brzozowska

 +61 414 011 383                                +61 409 296 511                                            Grant Barker

                                                                                                           +44 203 470 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 U3O8 pa near
term uranium mine with a 17-year mine life with excellent economics and
optionality to expand to accommodate 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.

 

Disclaimer Regarding Forward-Looking Statements

This ASX announcement (Announcement) contains various forward-looking
statements. All statements other than statements of historical fact are
forward-looking statements. Forward-looking statements are inherently subject
to uncertainties in that they may be affected by a variety of known and
unknown risks, variables and factors which could cause actual values or
results, performance or achievements to differ materially from the
expectations described in such forward-looking statements. The Company does
not give any assurance or guarantee that the anticipated
results, performance or achievements expressed or implied in those
forward-looking statements will be achieved.

Not an offer of securities

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 and may not be offered or sold
in the United States except in transactions exempt from, or not subject to,
the registration requirements of the US Securities Act and applicable US state
securities laws.

 

 

 1.    Details of the person discharging managerial responsibilities/person closely
       associated
 a)    Name:                                                         Andrew Grove
 2.    Reason for the notification
 a)    Position/status:                                              Managing Director and CEO
 b)    Initial notification/Amendment:                               Initial notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name:                                                         Aura Energy Limited
 b)    LEI:                                                          5493003D06RIWBKIKA27
 4.    Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the financial instrument, type of instrument:  Ordinary shares of no par value each

       Identification code:                                           AU000000AEE7
 b)    Nature of the transaction:                                    Subscription of shares and options in conjunction with the Placement
 c)    Price(s) and volume(s):                                       Andrew Grove

Price(s)  Volume(s)
       Shares                                                        A$0.18    555,556

Free options granted in the ration of 3 options for every four shares,
       Options                                                       amounting to 416,667 in total. Each option has an exercise price of A$0.30 and
                                                                     expire 2 years from the grant date, on about 26 April 2026.
 d)    Aggregated information:                                       Subscription of shares in conjunction with the Placement as above

                                                                     Shares: 555,556

       Aggregated volume:                                            Options: 416,667

       Price:                                                        A$0.18 (Share Subscription)

                                                                     A$0.30 (Option Exercise Price)
 e)    Date of the transaction:                                      18 March 2024
 f)    Place of the transaction:                                     Outside a trading venue

Free options granted in the ration of 3 options for every four shares,
amounting to 416,667 in total. Each option has an exercise price of A$0.30 and
expire 2 years from the grant date, on about 26 April 2026.

d)

Aggregated information:

 

Aggregated volume:

 

Price:

Subscription of shares in conjunction with the Placement as above

Shares: 555,556

Options: 416,667

 

A$0.18 (Share Subscription)

A$0.30 (Option Exercise Price)

e)

Date of the transaction:

18 March 2024

f)

Place of the transaction:

Outside a trading venue

 

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