REG - Future Metals NL - Underwritten Entitlement Issue to Raise A$3.3m

Future Metals NLAnnouncement

15/12/2023 07:00

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RNS Number : 9092W  Future Metals NL  15 December 2023

15 December 2023

Future Metals NL

Underwritten Non-Renounceable Entitlement Issue to Raise A$3.3 million

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

Highlights

§    Fully underwritten one for four (1:4) entitlement issue at A$0.03 per
New Share (or £0.016 per Depositary Interest) to raise gross proceeds of
A$3.3 million (approximately £1.7 million)

§      One free attaching Australian Listed Option (ASX: FMEO) for every
two New Shares taken-up (1:2)

§      Net funds raised will be used for drilling and other exploration
activities at the Company's Eileen Bore Project and progress the PFS for the
Panton Project following the recent completion and publication of the
Company's Scoping Study

Future Metals NL ("Future Metals" or the "Company", ASX | AIM: FME) is pleased
to announce that it is undertaking a 1 for 4 non-renounceable entitlement
issue, comprising the issue of approximately 110,554,930 new ordinary shares
of no par value in the capital of the Company ("Ordinary Shares") (the "New
Shares") at a price of A$0.03 per New Share (or £0.016 per Depositary
Interest) (which represents a discount of 26.8% to the 5-day volume weighted
average price up to and including 12 December 2023 on the ASX), together with
1 free attaching Australian listed option (ASX: FMEO) for every 2 New Shares
(or Depositary Interests) applied for and issued, exercisable at a price of
A$0.10 on or before 11 June 2024 (the "Listed Options"), to raise
approximately A$3.3 million (before costs) (the "Entitlement Issue").

The Entitlement Issue will be offered to holders of Ordinary Shares (or
Depositary Interests) in the Company registered as at the Record Date (see
below) and who have a registered address in either Australia, New Zealand or
the United Kingdom ("Eligible Shareholders").

The Company has entered into an underwriting agreement (the "Underwriting
Agreement") with CPS Capital Group Pty Ltd ("Underwriter") to underwrite the
Entitlement Issue for up to a value of A$3,316,648, being 100% of the funds
proposed to be raised under the Entitlement Issue, based on the number of
Ordinary Shares in issue as at the date of the Prospectus. Further details of
the Entitlement Issue and the fees payable to the Underwriter are set out in
the Prospectus, which is expected to be lodged with the ASIC and ASX today,
and will made available on the Company's website at www.future-metals.com.au
(http://www.future-metals.com.au) in due course.

Eligible Shareholders will be offered the opportunity to apply for additional
New Shares above their entitlement, from any shortfall that may arise under
the Entitlement Issue.

Net proceeds from the Entitlement Issue will be utilised for drilling and
other exploration activities on the Company's recently acquired Eileen Bore
Cu-Ni-PGM Project and to progress the Pre-Feasibility Study ("PFS") on the
Panton Project, following the recent completion and publication of the
Company's Panton Scoping Study.

Mr Jardee Kininmonth, Managing Director of Future Metals, commented:

"This fundraising will enable the Company to engage in targeted exploration at
its Eileen Bore Project through testing extensional targets, infill drilling
and completing initial metallurgical testwork. Additionally, the funds will
allow the Company to commence the PFS on its Panton Project, progressing what
is one of the most compelling near-term development PGM projects in the
western world.

The Company has a very strong platform for growth in 2024 and we look forward
to continuing to deliver on our strategy to prepare Panton for development,
including potentially incorporating the nearby Eileen Bore into the overall
development plan."

 

Further Information on the Entitlement Issue

Future Metals is offering Eligible Shareholders the opportunity to participate
in an Entitlement Issue to raise approximately A$3,316,648 (before expenses).
The Entitlement Issue is being priced at A$0.03 per New Share (or £0.016 per
Depositary Interest) and will also include one (1) free attaching option
("Entitlement Option") for every two (2) New Shares (or Depositary Interests)
issued, with each Entitlement Option being exercisable at a price of A$0.10
per share and having an expiry date of 11 June 2024. Fractional entitlements
will be rounded down to the nearest whole number.

The Entitlement Issue will provide Eligible Shareholders, being those
shareholders who are recorded on the Company's share register at 9.00 a.m.
(GMT) on Tuesday, 2 January 2024 with a registered address in Australia, New
Zealand or the United Kingdom, with the opportunity to acquire one (1) New
Share (or Depositary Interest) for every four (4) Ordinary Shares (or
Depositary Interests) owned (rounded down to the nearest whole number) plus
one (1) free attaching Australian Listed Option for every two (2) New Shares
(or Depositary Interests) issued, without incurring brokerage or any other
transaction costs. The Listed Options will be listed on the ASX only.

Eligible Shareholders will be offered the opportunity to apply for additional
New Shares (or Depositary Interests) above their entitlement, from any
shortfall that may arise under the Entitlement Issue. Additional New Shares
(or Depositary Interests) will only be available where there is a shortfall
between applications received from Eligible Shareholders and the number of New
Shares proposed to be issued under the Entitlement Issue. If the Entitlement
Issue is oversubscribed (through the take-up of Entitlements and any shortfall
applications), scale back will be applied to applications under the shortfall
offer on a pro rata basis. Allocation of the shortfall securities will be at
the discretion of the Board in conjunction with the Underwriter. In accordance
with the terms of the Underwriting Agreement, the Underwriter must subscribe
for any remaining shortfall by 29 February 2024.

Based on the number of existing Ordinary Shares as at the date of this
announcement, a total of approximately 110,554,930 New Shares and up to
55,277,465 Listed Options will be issued under the Entitlement Issue (assuming
no new Ordinary Shares are issued following this announcement and prior to the
Record Date).

Pursuant to the Underwriting Agreement, the Company has agreed to issue to the
Underwriter 12,000,000 options, plus a further one (1) option for every three
(3) New Shares issued to the Underwriter as a result of non take-up of the
Entitlement Issue by Eligible Shareholders, up to a maximum of 36,851,643
additional options (together, the "Underwriter Options"). The issue of the
Underwriter Options is subject to shareholder approval being obtained at a
general meeting of the Company to be convened, which is expected to be held
not later than 4 March 2024. A further announcement(s) will be made in due
course. The Underwriter Options would be exercisable at a price of A$0.10 per
new Ordinary Share, with an expiry date three years following the date of
issue.

The Board advises that Jardee Kininmonth intends to take up their full
entitlement in respect of their shareholding in the Company and Justin Tremain
intends to take up their entitlement in part.

The Entitlement Issue is non-renounceable. Accordingly, a securityholder may
not sell or transfer all or part of their entitlement.

Shareholders in the United Kingdom should note that the Entitlement Issue is
akin to an open offer. Rights to subscribe for New Shares (or Depositary
Interests) under the offer cannot be traded, and any surplus New Shares (or
Depositary Interests) not applied for will not be sold in the market or placed
for the benefit of shareholders who do not apply under the Entitlement Issue.

If you require any assistance respect of in applying under the Entitlement
Issue, please contact the Company on +61 8 9480 0414. Depositary Interest
Holders should contact Computershare Investor Services PLC on +44 (0) 370 707
4040 or email OFSPaymentQueries@Computershare.co.uk for further information.

Further details regarding the terms and conditions of the Entitlement Issue
are set out in the Prospectus, which is expected to be lodged with ASIC or the
ASX on 15 December 2023 and subsequently made available to all Eligible
Shareholders.

Indicative timetable and important dates for the Entitlement Issue(1)

 Event                                                                           Shareholders               Depository Interest Holders
 Announcement of Entitlement Issue & Appendix 3B                                 Friday, 15 December 2023   Friday, 15 December 2023
 Lodgement of Prospectus with ASIC & ASX                                         Friday, 15 December 2023   Friday, 15 December 2023
 Ex date                                                                         Friday, 29 December 2023   Friday, 29 December 2023
 Record Date for determining Entitlements                                        Tuesday, 2 January 2024    Tuesday, 2 January 2024

                                                                                 5:00pm (WST)               9:00am (GMT)
 Prospectus despatched to Shareholders                                           Friday, 5 January 2024     Friday, 5 January 2024
 Last day to extend Closing Date of the Entitlement Issue                        Monday, 15 January 2024    Monday, 15 January 2024
 Closing Date of the Entitlement Issue(2)                                        Thursday, 18 January 2024  Thursday, 18 January 2024

                                                                                                            1:00 pm (GMT)
 Securities quoted on ASX on a deferred settlement basis from market open        Friday, 19 January 2024    Friday, 19 January 2024
 Announcement of results of the Entitlement Issue                                Tuesday, 23 January 2024   Tuesday, 23 January 2024
 Admission of the New Shares to trading on AIM                                   Tuesday, 23 January 2024   Tuesday, 23 January 2024

                                                                                 8:00 a.m. (GMT)            8:00 a.m. (GMT)
 Issue date and lodgement of Appendix 2A with ASX applying for quotation of the  Thursday, 25 January 2024  Thursday, 25 January 2024
 securities (before noon Sydney time)
 General Meeting held for the proposed issue of the Underwriter Options          Monday, 4 March 2024       Monday, 4 March 2024
 Issue date for the Underwriter Options                                          Tuesday, 5 March 2024      Tuesday, 5 March 2024

Notes:

(1) This timetable is indicative only and subject to change at the discretion
of Future Metals, and subject to the Listing Rules and the AIM Rules for
Companies. All times/dates are references to Sydney (AEST) time, unless
otherwise stated. Future Metals reserves the right to modify all dates,
including the Entitlement Issue closing date.

(2) The Directors may extend the Closing Date by giving at least 3 Business
Days' notice to ASX prior to the Closing Date.  Accordingly, the date the
securities are expected to commence trading on ASX may vary.

 

Admission to trading on AIM

Application will be made for admission of the Entitlement Shares to trading on
AIM in due course.

 

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

For further information, please contact:

 

 Future Metals NL                           +61 8 9480 0414
 Jardee Kininmonth                          info@future-metals.com.au (mailto:info@future-metals.com.au)

 Strand Hanson Limited (Nominated Adviser)  +44 (0) 20 7409 3494
 James Harris/James Bellman

 Panmure Gordon (UK) Limited (UK Broker)    +44 (0)207 886 2500

 John Prior/Hugh Rich/Rauf Munir

 FlowComms (UK IR/PR)                       +44 (0) 789 167 7441

 Sasha Sethi

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as is forms part of United Kingdom domestic law pursuant to
the European Union (Withdrawal) Act 2018, as amended.

 

NOT AN OFFER

This announcement is for information purposes only and is not a prospectus,
product disclosure statement or any other offering document under Australian
law or the law of any other jurisdiction (and will not be lodged with the
Australian Securities and Investments Commission ("ASIC") or any foreign
regulator). The information does not and will not constitute or form part of
an offer, invitation, solicitation or recommendation in relation to the
subscription, purchase or sale of securities in any jurisdiction and neither
this announcement nor anything in it shall form any part of any contract for
the acquisition of Future Metals' securities. The distribution of this
announcement in jurisdictions outside Australia may be restricted by law and
you should observe any such restrictions.

The total consideration under the Entitlement Issue shall be less than, and
therefore cannot exceed, €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 Issue does not require the issue of a prospectus in
the United Kingdom for the purposes of the United Kingdom's Prospectus
Regulation Rules (PRR). The Entitlement Issue does not constitute an offer to
the public requiring an approved prospectus under section 85 of FSMA and
accordingly, neither this announcement, nor the Prospectus, shall constitute a
prospectus for the purposes of the PRR. This announcement and the Prospectus
have not been, and neither it nor the Prospectus will be, reviewed or approved
by the United Kingdom's Financial Conduct Authority pursuant to sections 85 of
FSMA, the London Stock Exchange or any other authority or regulatory body in
the United Kingdom. Accordingly, neither this announcement nor the Prospectus
contain the extent of the information and disclosures that would typically be
included in a UK prospectus.

 

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OF AMERICA

This announcement has been prepared for publication in Australia and may not
be released to US wire services or distributed in the United States. This
announcement does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in the United States or any other jurisdiction. Any
securities described in this announcement have not been, and will not be,
registered under the US Securities Act of 1933 ("US Securities Act") and may
not be offered or sold in the United States except in transactions exempt
from, or not subject to, registration under the US Securities Act and
applicable US state securities laws.

 

 

 

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