REG - Future Metals NL - Launch of A$2.64m (£1.28m) Entitlement Offer

Future Metals NLAnnouncement

07/05/2025 07:15

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RNS Number : 6511H  Future Metals NL  07 May 2025

7 May 2025

Future Metals NL

Launch of A$2.64m (£1.28m) Entitlement Offer

Future Metals NL (Future Metals or the Company, ASX | AIM: FME) refers to its
announcement dated 10 April 2025 in relation to the A$1.58 million (~£0.74
million) placement (Placement) and is pleased to announce the launch of a
1-for-3 pro-rata non-renounceable entitlement offer at a price of A$0.011 per
share (or 0.53 pence per Depository Interest), by way of the issue of up to
approximately 239,600,206 new fully paid ordinary shares (New Shares) to raise
up to approximately A$2.64 million (~£1.28 million) (before costs)
(Entitlement Offer). The Entitlement Offer is partially underwritten by CPS
Capital Group Pty Ltd (Underwriter) up to an amount of A$1,975,602.

Highlights

·   Future Metals to launch a 1-for-3 non-renounceable pro-rata Entitlement
Offer to raise up to approximately A$2.64 million (~£1.28 million) (before
costs)

·   Entitlement Offer is partially underwritten by CPS Capital Group Pty
Ltd

·   Entitlement Offer open to eligible existing shareholders in Australia,
New Zealand, United Kingdom, Bermuda, Malaysia and Singapore

The Entitlement Offer issue price of A$0.011 per New Share is the same issue
price as under the Placement, which represents a discount of approximately
2.8% to the 15-day volume-weighted average price to 6 May 2025 of A$0.0113.
Each New Share issued under the Entitlement Offer will rank equally with
existing fully paid ordinary shares on issue in the capital of the Company
(Shares).

The Entitlement Offer is being extended to Future Metals shareholders who:

·      are registered as a holder of Shares or Depositary Interests (as
applicable) at 5.00pm (AWST) (10.00am BST) on Thursday, 12 May 2025 (Record
Date);

·      have an address on the register in Australia, New Zealand, United
Kingdom, Bermuda, Malaysia or Singapore;

·      are not in the United States and are not acting for the account
or benefit of a person in the United States; and

·      are eligible under all applicable securities laws to receive an
offer under the Entitlement Offer without any requirement for a prospectus or
offer document to be lodged or registered.

Placement participants who satisfy the above eligibility criteria will be
eligible to participate in the Entitlement Offer in respect of their Shares
acquired pursuant to the Placement.

The Entitlement Offer is expected to open on Thursday, 15 May 2025 and to
close at 5.00pm AWST (10.00am BST) on Friday, 30 May 2025. Please refer to the
indicative timetable below for the key dates relating to the Entitlement
Offer.

The Entitlement Offer is non-renounceable. This means that Future Metals
shareholders who do not take up their entitlement to participate in the
Entitlement Offer will not be able to transfer or receive any value for those
entitlements, and their equity interest in Future Metals will be diluted.
Further details will be contained in an Entitlement Offer booklet to be
dispatched in accordance with the below indicative timetable.

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 Offer. The Company in conjunction with the Underwriter will
retain complete discretion regarding the allocation of additional New Shares
which Eligible shareholders subscribe for in excess of their entitlement,
including in relation to any scale-back.

If any shortfall remains after the allocation to Eligible shareholders, the
resulting shortfall will be met by the Underwriter and its sub-underwriters
(subject to the terms and conditions of the partial underwriting arrangements
which are summarised below).

As at the date of this announcement, Future Metals' directors, Patrick Walta
and Sam Rodda, intend to take up all of their entitlement under the
Entitlement Offer and director John Carr does not intend to take up his
entitlement under the Entitlement Offer.

As at the date of this announcement,  Zeta Resources Limited (Zeta), which
has acquired a 9.99% interest in the ordinary share capital of the Company
pursuant to the Placement, intends to take up its full entitlement under the
Entitlement Offer and intends to subscribe for additional New Shares from any
shortfall that may arise under the Entitlement Offer, with such allocation of
shortfall being at the discretion of the directors of Future Metals and
conditional on Zeta receiving Foreign Investment Review Board (FIRB) approval
to acquire an interest above 9.99% in the Company.

As announced on 10 April 2025, funds raised from the Entitlement Offer will be
used primarily to advance the development of the Eileen Bore Cu-Ni-PGM
project, as well as for working capital purposes and costs of the Entitlement
Offer.

Shareholders in the United Kingdom should note that Entitlement Offer is akin
to an open offer. Rights to subscribe for New Shares (or Depositary Interests)
under the Entitlement 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 Offer.

If you require any assistance respect of in applying under the Entitlement
Offer, please contact the Information Line on 1300 850 505 (within Australia)
or +61 3 9415 4000 (outside Australia) between 8:30am and 5:00pm (AEDT).
Depositary Interest Holders should contact Computershare Investor Services PLC
on +44 (0) 370 707 4040 or email OFSPaymentQueries@Computershare.co.uk for
further information.

Underwriting

The Company has entered into an underwriting agreement with the Underwriter,
CPS Capital Group Pty Ltd, dated 6 May 2025 (Underwriting Agreement) pursuant
to which the Underwriter has agreed to partially underwrite the Entitlement
Offer up to the amount of A$1,975,602.27 (~£964,000). The material terms of
the Underwriting Agreement are summarised in Schedule 1 of this announcement.

Indicative timetable*

An indicative timetable for the Entitlement Offer is set out below.

 Ex-date for Entitlement Offer                                                 Friday, 9 May 2025
 Record Date to determine entitlements                                         Monday, 12 May 2025 (5.00pm (AWST) / 10.00am (BST))
 Entitlement Offer opens                                                       Thursday, 15 May 2025

 Dispatch of Entitlement Offer booklets and entitlement and acceptance forms

 CREST accounts credited with entitlements
 Entitlement Offer closes                                                      Friday, 30 May 2025 (5.00pm (AWST) / 10.00am (BST))

 Last day for submitting CREST instructions
 Announcement of results under the Entitlement Offer                           Friday, 6 June 2025

 Issue of New Shares under the Entitlement Offer
 Commencement of normal trading for New Shares issued under the Entitlement    Tuesday, 10 June 2025
 Offer on the ASX and AIM

 CREST accounts credited with New Shares

* The Company reserves the right, subject to the Corporations Act, the ASX
Listing Rules, AIM Rules for Companies and other applicable laws, to vary the
dates of the Entitlement Offer, including extending the closing date of the
Entitlement Offer or accepting late applications, without notice. The
commencement of quotation and trading of New Shares is subject to confirmation
from the ASX.

The Entitlement Offer will be conducted in accordance with section 708AA of
the Corporations Act.  The Company will dispatch to eligible shareholders an
Entitlement Offer booklet which will provide further details of the
Entitlement Offer, the underwriting arrangements in relation to the
Entitlement Offer and how to participate in the Entitlement Offer. The
Entitlement Offer booklet will also include a personalised entitlement and
acceptance form. Eligible shareholders wishing to participate in the
Entitlement Offer should carefully review the Entitlement Offer booklet. Those
shareholders who the Company determines to be ineligible shareholders will be
notified of that fact. The Entitlement Offer falls within an exception to ASX
Listing Rule 7.1 and does not require shareholder approval.

Admission to trading on AIM

Application will be made to the London Stock Exchange for admission of the New
Shares to trading on AIM in due course.

 

This release has been approved for release by the Board of Future Metals NL.

For further information, please contact:

 Future Metals NL           Strand Hanson Limited (Nominated Adviser)
 Patrick Walta              James Bellman / Rob Patrick
 +61 8 9480 0414            +44 (0) 20 7409 3494
 info@future-metals.com.au

 

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 Offer shall be less than, and
therefore cannot exceed, €8 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 Offer 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 Offer 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 Entitlement
Offer booklet have not been, and neither 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 Entitlement
Offer booklet 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.

 

Schedule 1 - Summary of material terms of Underwriting Agreement

The Company has entered into an underwriting agreement with the Underwriter
pursuant to which the Underwriter has agreed to partially underwrite the
Entitlement Offer up to the amount of A$1,975,602.27 (~£964,000)
(Underwritten Amount), being 179,600,206 New Shares (Underwritten Shares)
(Underwriting Agreement).

As is customary with these types of underwriting arrangements:

(a)           the Company has agreed, subject to certain carve-outs,
to indemnify the Underwriter and its directors, officers, employees and agents
from and against all losses arising out of or in respect of the Entitlement
Offer;

(b)           the Company has given certain representations,
warranties and undertakings in connection with (among other things) the
Entitlement Offer including as to the Company's compliance with applicable
law, conduct of business and offer documentation.

In consideration for the services provided by the Underwriter, the Underwriter
will receive an underwriting fee of 6% of the Underwritten Amount exclusive of
GST.

The Underwriter and the Company may appoint sub-underwriters to sub-underwrite
the Entitlement Offer.

The Underwriter may terminate its obligations under the Underwriting Agreement
if:

(a)           (Offer Withdrawn): the Offer is withdrawn by the
Company;

(b)           (No Listing Approval): the Company fails to lodge an
Appendix 2A in relation to the Underwritten Shares with ASX by the time
required by the ASX Listing Rules, the Corporations Act or any other
regulations;

(c)           (Corrective Disclosure) the Underwriter forms the view
on reasonable grounds that a corrective document should be lodged with ASX to
comply with the Corporations Act and the Company fails to lodge a corrective
document in such form and content and within such time as the Underwriter may
reasonably require, or the Company lodges a corrective document without the
prior written agreement of the Underwriter (which agreement the Underwriter
may not unreasonably withhold);

(d)           (Restriction on issue): the Company is prevented from
issuing the Underwritten Shares within the time required by the Underwriting
Agreement, the Corporations Act, the ASX Listing Rules, any statute,
regulation or order of a court of competent jurisdiction by ASIC, ASX or any
court of competent jurisdiction or any governmental or semi-governmental
agency or authority;

(e)           (ASIC application): an application is made by ASIC for
an order under section 1324B or any other provision of the Corporations Act in
relation to the Entitlement Offer, provided that the shortfall notice deadline
date has arrived, and that application has not been dismissed or withdrawn;

(f)            (Takeovers Panel): the Takeovers Panel makes a
declaration that circumstances in relation to the affairs of the Company are
unacceptable circumstances under Pt 6.10 of the Corporations Act, or an
application for such a declaration is made to the Takeovers Panel and is not
withdrawn or disposed of by the shortfall notice deadline date, either of
which in the Underwriter's reasonable opinion has a Material Adverse Effect;

(g)           (Market Movement): the S&P/ASX Small Ordinaries
index falls by 10% or more below the level of the S&P/ASX Small Ordinaries
index on the execution date at the close of trading for at least two
consecutive business days in the period between the execution date and the
business day prior to the Settlement Date; or on the business day immediately
prior to the Settlement Date; or

(h)           (Termination Events): In the reasonable opinion of the
Underwriter reached in good faith, any of the following events has or is
likely to have, or those events together have, or could reasonably be expected
to have, a Material Adverse Effect or could give rise to a liability of the
Underwriter under the Corporations Act:

(i)            (Misleading Documents): it transpires that there is
a statement in the Offer Booklet that is misleading or deceptive or likely to
mislead or deceive, or that there is an omission from the Offer Booklet or if
any statement in the Offer Booklet becomes misleading or deceptive or likely
to mislead or deceive or if the issue of the Offer Booklet is or becomes
misleading or deceptive or likely to mislead or deceive;

(ii)           (Indictable offence): a director or senior manager of
the Company is charged with an indictable offence;

(iii)          (Default): default or breach by the Company under the
Underwriting Agreement of any terms, condition, covenant or undertaking and
the default or breach is either incapable of remedy or is not remedied within
10 business days after the Underwriter notifies the Company of the default or
breach or by the shortfall notice deadline date, whichever is earlier;

(iv)          (Incorrect or untrue representation): any
representation, warranty or undertaking given by the Company in the
Underwriting Agreement is or becomes untrue or incorrect to a material
respect;

(v)           (Contravention of constitution or Act): a material
contravention by the Company of any provision of its constitution, the
Corporations Act, the ASX Listing Rules or any other applicable legislation or
any policy or requirement of ASIC or ASX;

(vi)          (Adverse change): an event occurs which gives rise to a
Material Adverse Effect in relation to the assets, liabilities, financial
position, trading results, profits, losses, prospects, business or operations
of the Company;

(vii)         (Misleading information): any information supplied at
any time by the Company or any person on its behalf to the Underwriter in
respect of any aspect of the Entitlement Offer or the issue of the
Underwritten Shares or the affairs of the Company is or becomes misleading or
deceptive or likely to mislead or deceive to a material respect;

(viii)        (Change in Act or policy): there is introduced, or there
is a public announcement of a proposal to introduce, into the Parliament of
Australia or any of its States or Territories any Act or prospective Act or
budget or the Reserve Bank of Australia or any Commonwealth or State authority
adopts or announces a proposal to adopt any new, or any major change in,
existing, monetary, taxation, exchange or fiscal policy;

(ix)          (Prescribed Occurrence): a Prescribed Occurrence occurs
(as that term is defined in the Underwriting Agreement);

(x)           (Suspension of debt payments): the Company suspends
payment of its debts generally;

(xi)          (Event of Insolvency): an Event of Insolvency occurs
(as that term is defined in the Underwriting Agreement) in respect of the
Company;

(xii)         (Judgment against the Company): a judgment in an amount
exceeding $150,000 is obtained against the Company and is not set aside or
satisfied within seven days;

(xiii)        (Litigation): litigation, arbitration, administrative or
industrial proceedings seeking damages in an amount exceeding $150,000 are
brought after the execution date against the Company;

(xiv)        (Board and senior management composition): there is a
change in the composition of the Board or a change in the senior management of
the Company before the issue of the Underwritten Shares without the prior
written consent of the Underwriter (such consent not to be unreasonably
delayed or withheld);

(xv)         (Change in shareholdings): a takeover offer or scheme of
arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly
announced in relation to the Company;

(xvi)        (Timetable): there is a delay in any specified date in the
timetable of the Entitlement Offer which is greater than 3 business days,
without the prior written consent of the Underwriter (such consent not to be
unreasonably delayed or withheld);

(xvii)       (Force Majeure): a Force Majeure (as that term is defined
in the Underwriting Agreement) affecting the Company's business or any
obligation under the Underwriting Agreement lasting in excess of seven days
occurs;

(xviii)      (Certain resolutions passed): the Company passes or takes
any steps to pass a resolution under section 254N, section 257A or section
260B of the Corporations Act or a resolution to amend its constitution without
the prior written consent of the Underwriter;

(xix)        (Hostilities): hostilities not presently existing commence
(whether war has been declared or not) or a major escalation in existing
hostilities occurs (whether war has been declared or not) involving any one or
more of Australia, New Zealand the United States of America, the United
Kingdom any member state of the European Union, Japan, the Peoples Republic of
China or Indonesia, or a terrorist act is perpetrated on any of those
countries or any diplomatic or political establishment of any of those
countries elsewhere in the world, or a national emergency is declared by any
of those countries; or

(xx)         (Adverse Change in Financial Markets): there occurs any
material adverse change or material adverse disruption to the political or
economic conditions of financial markets in Australia, the United Kingdom, the
United States of America or the international financial markets or any change
or development involving a prospective change in national or international
political, financial or economic conditions, including but not limited to the
collapse of a major bank or financial institution.

The Underwriting Agreement otherwise contains provisions considered standard
for an agreement of its nature (including representations and warranties and
confidentiality provisions).

Material Adverse Effect means Material Adverse Effect means:

(a)           a material adverse effect on the outcome of the
Entitlement Offer or on the subsequent market for the Underwritten Shares
(including, without limitation, a material adverse effect on a decision of an
investor to invest in Underwritten Shares); or

(b)           a material adverse effect on the condition, trading or
financial position and performance, profits and losses, results, prospects,
business or operations of the Company and its subsidiaries taken as a whole.

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