REG - Neometals Ltd - Entitlement Offer Opens
21/10/2024 07:00
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RNS Number : 8352I Neometals Ltd 21 October 2024
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
21 October 2024
Neometals Ltd
("Neometals" or "the Company")
Entitlement Offer Opens
Sustainable process technology developer, Neometals Ltd (ASX: NMT, AIM: NMT
& OTCQX: NMTAY) ("Neometals" or "the Company"), refers to its ASX
Announcement on Friday, 11 October 2024 in relation to the 1 for 12 pro-rata
non-renounceable entitlement offer of new fully paid ordinary shares in NMT
(New Shares) to raise approximately A$5 million (Entitlement Offer).
The Entitlement Offer opens today.
NMT has today lodged an offer booklet on the ASX, which sets out further
details in respect of the Entitlement Offer (Offer Booklet).
Eligible Shareholders (as defined in the Offer Booklet) will be invited to
participate in the Entitlement Offer at A$0.09 per New Share (Offer Price)
being the same price applied to the Placement which recently closed, raising
approximately A$4 million (before costs).
Eligible Shareholders are also offered the opportunity to apply for additional
new shares in excess of their entitlement, at the Offer Price (subject to
compliance with applicable laws and to the terms set out in the Offer
Booklet).(( 1 (#_ftn1) ))
The Entitlement Offer is expected to close at 5.00pm (Perth time) on
Wednesday, 30 October 2024.
OFFER BOOKLET
Contained within the appendix to this announcement is a copy of the Offer
Booklet which will be made available to Eligible Shareholders, together with
an Entitlement and Acceptance Form. A copy of both documents will also be able
to be accessed by Eligible Shareholders through
www.computersharecas.com.au/nmtoffer
(http://www.computersharecas.com.au/nmtoffer) .
The Offer Booklet and the Entitlement and Acceptance Form contain important
information about the Entitlement Offer, including how Eligible Shareholders
can apply to participate in the Entitlement Offer.
Also contained within the appendix is a letter that will shortly be made
available to Eligible Shareholders notifying them of the Entitlement Offer, as
well as a letter that will shortly be made available to Ineligible
Shareholders (as defined in the Offer Booklet).
Shareholders can contact Neometals directly on +61 8 9322 1182 between 8.30am
and 5.00pm (Perth time) on Monday to Friday.
Authorised for release by the Board of Neometals Ltd.
- ENDS -
For more information, please contact:
Neometals Ltd
Chris Reed, Managing Director & Chief Executive Officer +61 8 9322 1182
Chris Kelsall, CFO & Company Secretary +61 8 9322 1182
Cavendish Capital Markets Ltd - NOMAD & Broker
Neil McDonald +44 (0)131 220 9771
Peter Lynch +44 (0)131 220 9772
Adam Rae +44 (0)131 220 9778
About Neometals
Neometals facilitates sustainable critical material supply chains and reduces
the environmental burden of traditional mining in the global transition to a
circular economy.
The Company is commercialising a portfolio of sustainable processing solutions
that recycle and recover critical materials from high-value waste streams.
· Neometals' core focus is its patented, Lithium-ion Battery
("LiB") Recycling technology (50% NMT), being commercialised in a 50:50
incorporated JV (Primobius GmbH) with 150-year-old German plant builder, SMS
group GmbH. Primobius is supplying Mercedes-Benz a 2,500tpa recycling plant
and operates its own LiB Disposal Service in Germany. Primobius' first
21,000tpa commercial plant will be offered to Stelco under an existing
technology licence for North America.
Neometals is developing two advanced battery materials technologies for
commercialisation under low-risk, low-capex technology licensing business
models:
· Lithium Chemicals (70% NMT) - Patented ELi™ electrolysis
process, co-owned 30% by Mineral Resources Ltd, to produce battery quality
lithium hydroxide from brine and/or hard-rock feedstocks at lowest quartile
operating costs. Pilot scale test work and Engineering Cost Study update
planned for completion in DecQ 2024; and
· Vanadium Recovery (100% NMT) - Patent pending hydrometallurgical
process to produce high-purity vanadium pentoxide from steelmaking by-product
("Slag") at lowest-quartile operating cost and carbon footprint.
For further information, visit: www.neometals.com.au
(https://www.neometals.com.au/) .
Appendix
Neometals Limited
ACN 099 116 631
Entitlement Offer Booklet
in relation to
a 1 for 12 pro rata non-renounceable Entitlement Offer at an Offer Price of
$0.09 per New Share to raise a maximum of approximately $5 million (before
costs)
The Entitlement Offer closes at
5pm (Perth time) on Wednesday, 30 October 2024
The Entitlement Offer is not underwritten.
If you are an Eligible Shareholder, this is an important document that
requires your immediate attention. It should be read in its entirety. This
document is not a prospectus under the Corporations Act 2001 (Cth) and has not
been lodged with the Australian Securities and Investments Commission. You
should consult your stockbroker, solicitor, accountant, or other professional
adviser if you have any questions.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Important notices
This Offer Booklet is dated Monday, 21 October 2024 and relates to the
Entitlement Offer, which is part of the equity raising as announced by NMT on
Friday, 11 October 2024. Capitalised terms in this section have the meaning
given to them in this Offer Booklet.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
This Offer Booklet has been issued by Neometals Limited (ACN 099 116 631)
(NMT).
The Entitlement Offer is made pursuant to section 708AA of the Corporations
Act 2001 (Cth) (Corporations Act) (as notionally modified by ASIC Corporations
(Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations
(Disregarding Technical Relief) Instrument 2016/73). This Offer Booklet is not
a prospectus, product disclosure statement or any other offering document
under Australian law or any other law and has not been lodged with ASIC. This
Offer Booklet does not contain all of the information which would be required
to be disclosed in a prospectus, product disclosure statement or other
offering document and as such, does not contain all of the information that a
prospective investor may require to make an investment decision. As a result,
it is important for you to read and understand the publicly available
information on NMT and the Entitlement Offer (for example, the information
available on NMT's website at https://www.neometals.com.au/
(https://www.neometals.com.au/) or on the ASX's website at www.asx.com.au
(http://www.asx.com.au) ) prior to deciding whether to accept your Entitlement
and apply for New Shares. The information in this Offer Booklet does not
constitute financial product advice and does not take into account your
investment objectives, financial situation, or particular needs.
Please contact your professional adviser or NMT directly on +61 8 9322 1182
between 8.30am and 5.00pm (Perth time) on Monday to Friday.
This Offer Booklet should be read in its entirety (including the accompanying
Entitlement and Acceptance Form) before you decide to participate in the
Entitlement Offer. In particular, the Investor Presentation in Section 4 of
this Offer Booklet details important factors and risks that could affect the
financial and operating performance of NMT. When making an investment decision
in connection with the Entitlement Offer, it is essential that you consider
these risk factors carefully in light of your individual personal
circumstances, including financial and taxation issues.
In addition to reading this Offer Booklet in conjunction with NMT's other
periodic and continuous disclosure announcements including the Investor
Presentation and NMT's announcements to the ASX and on its website, you should
conduct your own independent review, investigations and analysis of NMT and
the New Shares and obtain any professional advice you require to evaluate the
merits and risks of an investment in NMT before making any investment
decision.
By paying for your New Shares through BPAY® 2 (#_ftn2) or via electronic
funds transfer (EFT) (for Eligible Shareholders with a registered address in
New Zealand) in accordance with the instructions on the Entitlement and
Acceptance Form, you acknowledge that you have read this Offer Booklet and you
have acted in accordance with and agree to the terms of the Entitlement Offer
detailed in this Offer Booklet.
No overseas offering
This Offer does not constitute an offer of New Shares in any jurisdiction in
which it would be unlawful. In particular, this document may not be
distributed to any person, and the New Shares may not be offered or sold, in
any country outside Australia and New Zealand except to the extent permitted
below.
This Offer Booklet and the accompanying Entitlement and Acceptance Form does
not, and is not intended to, constitute an offer or invitation of New Shares
in any jurisdiction in which, or to any person to whom, it would not be lawful
to make such an offer or invitation. In particular, this Offer Booklet does
not constitute an offer to Ineligible Shareholders.
No action has been taken to register or qualify the Entitlement Offer, the
Entitlements, or the New Shares, or otherwise permit the public offering of
the New Shares, in any jurisdiction other than Australia and New Zealand.
The distribution of this Offer Booklet (including an electronic copy) outside
Australia and New Zealand, is restricted by law. If you come into possession
of the information in this Offer Booklet, you should observe such restrictions
and should seek your own advice on such restrictions. Any non-compliance with
these restrictions may contravene applicable securities laws.
None of the information in this Offer Booklet (including the Investor
Presentation and the accompanying ASX announcements) or the accompanying
Entitlement and Acceptance Form constitutes an offer to sell, or the
solicitation of an offer to buy, any securities in the United States. Neither
this Offer Booklet (or any part of it), the Investor Presentation, the
accompanying ASX announcement nor the accompanying Entitlement and Acceptance
Form may be released or distributed directly or indirectly, to persons in the
United States.
Neither the Entitlements nor the New Shares have been, nor will be, registered
under the U.S. Securities Act of 1933, as amended or the securities laws of
any state or other jurisdiction of the United States. The Entitlements may not
be taken up or exercised by, and the New Shares issued pursuant to the
Entitlement Offer may not be offered or sold, directly or indirectly, to
persons in the United States or to persons (including nominees or custodians)
who are acting for the account or benefit of a person in the United States.
The Entitlements and the New Shares to be offered and sold in the Entitlement
Offer may only be offered and sold outside the United States in "offshore
transactions" (as defined in Rule 902(h) under the US Securities Act) in
reliance on Regulation S under the US Securities Act.
Foreign exchange control restrictions or restrictions on remitting funds from
your country to Australia may apply. Your Application for New Shares is
subject to all requisite authorities and clearances being obtained for NMT to
lawfully receive your Application Monies.
New Zealand
The New Shares are not being offered to the public within New Zealand other
than to existing Shareholders with registered addresses in New Zealand to whom
the offer of these securities is being made in reliance on the Financial
Markets Conduct (Incidental Offers) Exemption Notice 2021.
This document has been prepared in compliance with Australian law and has not
been registered, filed with or approved by any New Zealand regulatory
authority under the Financial Markets Conduct Act 2013. This document is not a
product disclosure statement under New Zealand law and is not required to, and
may not, contain all the information that a product disclosure statement under
New Zealand law is required to contain.
Definitions, time, and currency
Defined terms used in this Offer Booklet are contained in Section 6 of this
Offer Booklet. All references to time are to Perth time, unless otherwise
indicated. All references to '$' are AUD unless otherwise noted.
Taxation
There will be taxation implications associated with participating in the
Entitlement Offer (including the Top Up Facility) and receiving New Shares.
NMT recommends that you consult your professional tax adviser in connection
with the Entitlement Offer.
Privacy
NMT collects information about each Applicant provided on an Entitlement and
Acceptance Form for the purposes of processing the Application and, if the
Application is successful, to administer the Applicant's shareholding in NMT.
By paying for your New Shares through BPAY® or via EFT you will be providing
personal information to NMT (directly or through the Share Registry). NMT
collects, holds, and will use that information to assess your Application for
New Shares. NMT collects your personal information to process and administer
your shareholding in NMT and to provide related services to you. NMT may
disclose your personal information for purposes related to your shareholding
in NMT, including to the Share Registry, NMT's related bodies corporate,
agents, contractors and third party service providers, including mailing
houses and professional advisers, and to ASX and regulatory bodies. You can
obtain access to personal information that NMT holds about you. To make a
request for access to your personal information held by (or on behalf of) NMT,
please contact NMT through the Share Registry.
Governing law
This Offer Booklet, the Entitlement Offer and the contracts formed on
acceptance of the Applications are governed by the law of Western Australia,
Australia. Each Applicant submits to the exclusive jurisdiction of the courts
of Western Australia, Australia.
No representations
No person is authorised to give any information or to make any representation
in connection with the Entitlement Offer which is not contained in this Offer
Booklet. Any information or representation in connection with the Entitlement
Offer not contained in the Offer Booklet may not be relied upon as having been
authorised by NMT or any of its officers or its related bodies corporate or
affiliates or any of their respective directors, officers, employees,
partners, consultants, contractors, agents, advisers or representatives
(Beneficiaries). Except as required by law, and only to the extent so
required, none of NMT or any of its Beneficiaries, nor any other person,
warrants or guarantees the future performance of NMT or any return on any
investment made pursuant to this Offer Booklet.
Past performance
Investors should note that NMT's past performance, including past share price
performance, cannot be relied upon as an indicator of (and provides no
guarantee or guidance as to) NMT's future performance including NMT's future
financial position or share price performance.
Future performance and forward-looking statements
This Offer Booklet contains certain "forward-looking statements". The words
"expect", "anticipate", "estimate", "intend", "believe", "guidance", "should",
"could", "may", "will", "predict", "plan" and other similar expressions are
intended to identify forward-looking statements. Indications of, and guidance
on, future earnings and financial position and performance are also
forward-looking statements. Forward-looking statements, opinions and estimates
provided in this Offer Booklet are based on assumptions and contingencies
which are subject to change without notice and involve known and unknown risks
and uncertainties and other factors which are beyond the control of NMT and
its Beneficiaries. This includes statements about market and industry trends,
which are based on interpretations of current market conditions.
Forward-looking statements are provided as a general guide only and should not
be relied upon as an indication or guarantee of future performance. Actual
results, performance or achievements may differ materially from those
expressed or implied in such statements and any projections and assumption on
which these statements are based. These statements may assume the success of
NMT's business strategies. The success of any of those strategies will be
realised in the period for which the forward-looking statement may have been
prepared or otherwise.
Readers are cautioned not to place undue reliance on forward-looking
statements, particularly in light of the current economic climate and
geopolitical tensions, and except as required by law or regulation, none of
NMT or its Beneficiaries assumes any obligation to update these
forward-looking statements.
No representation or warranty, express or implied, is made as to the accuracy,
likelihood of achievement or reasonableness of any forecasts, prospects,
returns or statements in relation to future matters contained in this
announcement. The forward-looking statements are based on information
available to NMT as at the date of this announcement. Except as required by
law or regulation (including the Listing Rules), none of NMT or its
Beneficiaries undertakes any obligation to provide any additional or updated
information whether as a result of a change in expectations or assumptions,
new information, future events, or results or otherwise. Indications of, and
guidance or outlook on, future earnings or financial position or performance
are also forward-looking statements.
Refer to the 'Key Risks' section of the Investor Presentation included in
Section 4 of this Offer Booklet for a summary of general and specific risk
factors that may affect NMT. Investors should consider the forward-looking
statements contained in this Offer Booklet in light of those risks and
disclosures.
Lead Manager
Euroz Hartleys Limited (Lead Manager) has acted as lead manager to the
Placement and the Entitlement Offer. Neither the Lead Manager, its respective
affiliates, related bodies corporate (as that term is defined in the
Corporations Act), nor its directors, employees, officers, representatives,
agents, partners, consultants and advisers (together, the Lead Manager
Parties), have authorised, permitted or caused the issue or lodgement,
submission, dispatch or provision of this Offer Booklet (or any other
materials released by NMT) and none of them makes or purports to make any
statement in this Offer Booklet and there is no statement in this Offer
Booklet which is based on any statement by any of them.
The Lead Manager Parties may, from time to time, hold interests in the
securities of, or earn brokerage, fees, or other benefits from NMT.
Disclaimer
Determination of eligibility of investors for the purposes of the Entitlement
Offer is determined by reference to a number of matters, including legal and
regulatory requirements, logistical and registry constraints, and the
discretion of NMT in consultation with the Lead Manager. To the maximum extent
permitted by law, NMT and the Lead Manager and each of its affiliates disclaim
any duty or liability (including for negligence) in respect of that
determination and the exercise or otherwise of that discretion.
The Lead Manager Parties take no responsibility for any part of this Offer
Booklet or liability for any loss or damage whatsoever arising from the use of
any part of this Offer Booklet or otherwise arising in connection with it.
The Lead Manager Parties make no recommendation as to whether you or your
related parties should participate in the Entitlement Offer nor do they make
any representations or warranties, express or implied, to you concerning the
Entitlement Offer or any such information, and by paying for your New Shares
through BPAY® or via EFT in accordance with the instructions on the
Entitlement and Acceptance Form, you represent, warrant and agree that you
have not relied on any statements made by the Lead Manager Parties in relation
to the New Shares or the Entitlement Offer generally.
Risks
An investment in New Shares is subject to investment and other known and
unknown risks, some of which are beyond the control of NMT. NMT does not
guarantee any particular rate of return or the performance of NMT, nor does it
guarantee the repayment of capital from NMT or any particular tax treatment.
Refer to the 'Key Risks' section of the Investor Presentation included in
Section 4 of this Offer Booklet for a summary of general and specific risk
factors that may affect NMT. You should consider these risks carefully in
light of your personal circumstances, including financial and taxation issues,
before making an investment decision in connection with the Entitlement Offer.
No cooling off
Cooling off rights do not apply to an investment in New Shares. You cannot
withdraw an Application once it has been accepted.
Trading New Shares
NMT will have no responsibility and disclaims all liability (to the maximum
extent permitted by law) to persons who trade New Shares they believe will be
issued to them before they receive their holding statements, whether on the
basis of confirmation of the allocation provided by NMT or the Share Registry
or otherwise, or who otherwise trade or purport to trade New Shares in error
or which they do not hold or are not entitled to.
No Entitlements trading
The rights to subscribe for New Shares pursuant to the Entitlement Offer are
non-renounceable. Therefore, you cannot trade entitlements on the ASX and you
cannot transfer or otherwise dispose of them.
If you are in any doubt, as to these above matters you should first consult
with your stockbroker, solicitor, accountant, or other professional adviser.
Electronic communications
If you are accessing your personalised Entitlement and Acceptance Form and
this Offer Booklet on an internet website, you understand that you are
responsible for protecting against viruses and other destructive items which
might compromise confidentiality and your details. Your use of the online
Offer Booklet or Entitlement Offer website which can be accessed at
www.computersharecas.com.au/nmtoffer
(http://www.computersharecas.com.au/nmtoffer) is at your own risk and it is
your responsibility to take precautions to ensure that it is free from
viruses, items of a destructive nature or items which might compromise
confidentiality.
If you are receiving this Offer Booklet in an electronic form, you are
reminded that documents transmitted via this medium may be altered or changed
during the process of electronic transmission and consequently NMT and its
Beneficiaries do not accept any liability or responsibility whatsoever
(including for any fault or negligence) in respect of any difference between
the document distributed to you in electronic format and the hard copy version
available to you on request from the Share Registry.
References to 'you' and 'your Entitlement'
In this Offer Booklet, references to 'you' are references to Eligible
Shareholders and references to 'your Entitlement' (or 'your Entitlement and
Acceptance Form') are references to the Entitlement (or Entitlement and
Acceptance Form) of Eligible Shareholders, unless the context provides
otherwise.
This document has been authorised for release to ASX by the NMT Board of
Directors.
Chairman's letter
Dear Eligible Shareholder
On behalf of the Board of NMT, I am pleased to invite you to participate in
the recently announced 1 for 12 pro rata non-renounceable entitlement offer of
new, fully paid ordinary shares in the capital of NMT (New Shares) at an offer
price of $0.09 per New Share (Offer Price) (Entitlement Offer).
The Entitlement Offer is not underwritten.
Rationale for the Offer and use of funds
On Friday, 11 October 2024, NMT announced its intention to raise approximately
$9 million (before costs) by way of an equity raising, comprising:
· a placement, under which NMT has raised approximately $4 million (before costs) (Placement); and
· the Entitlement Offer to raise up to a maximum of approximately $5 million (before costs),
(the Entitlement Offer and the Placement are together referred to as the
Offer).
The proceeds from the Offer, together with existing cash on hand, will be used
for:
· LiB recycling development
· lithium and vanadium technology research and development
· Barrambie Gold and Titanium
· staff, general and administrative costs
Placement
The Placement was successfully completed on Friday, 18 October 2024, with NMT
placing approximately 44,444,445 New Shares to various institutional and
sophisticated investors at the Offer Price and raising approximately $4
million (before costs).
The New Shares issued under the Placement will rank equally with existing
Shares.
Details of the Entitlement Offer
Under the Entitlement Offer, Eligible Shareholders are entitled to subscribe
for 1 New Share at the Offer Price for every 12 fully paid ordinary share in
NMT (Share) held as at 5pm (Perth time) on Wednesday, 16 October 2024
(Entitlement). Your Entitlement is set out in your personalised Entitlement
and Acceptance Form that accompanies this Offer Booklet.
The Offer Price of $0.09 per New Share represents:
· a discount of 25% to the closing price of $0.12 per Share on Tuesday, 8 October 2024; and
· a discount of 18.5% to the 5 day VWAP on the ASX up to and including Tuesday, 8 October 2024.
If you take up your full Entitlement, you may also apply for additional New
Shares in excess of your Entitlement, at the Offer Price (subject to
compliance with applicable laws and to the terms set out in this Offer
Booklet) (Top Up Facility). Additional New Shares 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
Offer. NMT retains the flexibility to scale back Applications for additional
New Shares at its discretion (refer to Section 3.3 of this Offer Booklet for
more information).
The Entitlement Offer is non-renounceable and therefore your Entitlements will
not be tradeable on the ASX or otherwise transferable. This means that
Eligible Shareholders who do not take up their full Entitlement will not
receive any payment or value for those Entitlements and their percentage
holding in NMT will be reduced. 3 (#_ftn3)
Support for the Entitlement Offer
The NMT Board supports the equity raising and each of the Directors who hold
Shares will participate in the Entitlement Offer.
General information
The Entitlement Offer to which this Offer Booklet relates closes at 5pm (Perth
time) on Wednesday, 30 October 2024 (unless extended).
The Offer Booklet contains important information about the Entitlement Offer.
It is important that you carefully read this Offer Booklet and the other
publicly available information about NMT, including information on our website
(https://www.neometals.com.au) and consider, in particular, the risk factors
referred to in this Offer Booklet and the equity raising presentation released
on Friday, 11 October before making any investment decision.
If you require further information on the Entitlement Offer or how to make an
Application, please contact NMT directly on +61 8 9322 1182 between 8.30am and
5.00pm (Perth time) on Monday to Friday, before the Entitlement Offer closes
at 5pm (Perth time) on Wednesday, 30 October 2024 (unless extended).
On behalf of NMT, we invite you to consider this investment opportunity and
thank you for your continued support.
Yours sincerely
Neometals Ltd
Steven Cole
Non-Executive Chairman
Summary of the Offer
Placement
Offer Price $0.09 per New Share
Placement size Approximately 44,444,445 New Shares
Placement gross proceeds Approximately $4 million
Entitlement Offer
Ratio 1 New Share for every 12 Existing Shares held
Offer Price $0.09 per New Share
Size if the Entitlement Offer is fully subscribed Approximately 57,491,508 New Shares
Gross proceeds if the Entitlement Offer is fully subscribed Approximately $5 million
Following the Offer
Number of Shares on issue following the Offer (including the New Shares issued Approximately 791,834,047 Shares
under the Offer and if the Entitlement Offer is fully subscribed)
Total gross proceeds of the Offer (if the Entitlement Offer is fully Approximately $9 million
subscribed)
Key dates
Activity Date
Announcement of the Offer Friday, 11 October 2024
Record Date to determine Entitlements 5pm, Wednesday, 16 October 2024
Settlement of the Placement Thursday, 17 October 2024
Issue of New Shares under the Placement Friday, 18 October 2024
Entitlement Offer opens Monday, 21 October 2024
Offer Booklet and Entitlement and Acceptance Form made available
Entitlement Offer closes 5pm, Wednesday, 30 October 2024
Settlement of the Entitlement Offer Tuesday, 5 November 2024
Announcement of results of Entitlement Offer and issue of New Shares under the Wednesday, 6 November 2024
Entitlement Offer
Trading of New Shares under the Entitlement Offer Thursday, 7 November 2024
Notes to key dates
This timetable (and each reference to it or to dates in it in this Offer
Booklet) is indicative only and subject to change without notice. All times
and dates in the timetable refer to Perth time.
NMT reserves the right to amend any or all of these dates and times subject to
the Corporations Act, the Listing Rules and other applicable laws. In
particular, NMT reserves the right to extend the Closing Date for the
Entitlement Offer, to accept late Applications under the Entitlement Offer
(either generally or in particular cases) and to withdraw the Entitlement
Offer without prior notice. Any extension of the Closing Date will have a
consequential effect on the allotment date of New Shares.
The commencement of quotation of New Shares is subject to confirmation from
the ASX.
NMT also reserves the right not to proceed with the Entitlement Offer in whole
or in part at any time prior to allotment and issue of the New Shares. In that
event, the relevant Application Monies (without interest) will be returned in
full to Applicants.
Cooling off rights do not apply to an investment in New Shares. You cannot
withdraw your Application once it has been accepted.
Eligible Shareholders wishing to participate in the Entitlement Offer are
encouraged to make an Application as soon as possible after the Entitlement
Offer opens.
Enquiries
If you have any doubt about whether you should participate in the Entitlement
Offer, you should seek professional financial advice from your stockbroker,
solicitor, accountant, or other professional adviser before making any
investment decision.
If you have questions on how to take up your Entitlement or have lost your
Entitlement and Acceptance Form and would like a replacement form, please call
NMT directly on +61 8 9322 1182 between 8.30am and 5.00pm (Perth time) on
Monday to Friday, before the Entitlement Offer closes at 5pm (Perth time) on
Wednesday, 30 October 2024 (unless extended).
1 Summary of options available to you
If you are an Eligible Shareholder, 4 (#_ftn4) you may take one of the
following actions:
· Take up all of your Entitlement or take up
all of your Entitlement and apply for additional New Shares under the Top Up
Facility (see Section 3.3 of this Offer Booklet).
· Take up part of your Entitlement and allow
the balance to lapse (see Section 3.4 of this Offer Booklet).
· Do nothing, in which case your Entitlement
will lapse and you will receive no value for those lapsed Entitlements (see
Section 3.5 of this Offer Booklet).
The Entitlement Offer closes at 5pm (Perth time) on Wednesday, 30 October 2024
(unless extended).
If you are a Shareholder that is not an Eligible Shareholder, you are an
"Ineligible Shareholder". Ineligible Shareholders are not entitled to
participate in the Entitlement Offer.
Options Key considerations
Option 1 · You may elect to purchase New Shares at the Offer Price (see
Section 3 of this Offer Booklet for instructions on how to take up your
Take up all of your Entitlement or take up all of your Entitlement and apply Entitlement).
for additional New Shares under the Top Up Facility
· The New Shares will rank equally in all respects with Existing
Shares from their date of issue.
· If you take up all of your Entitlement, you may also apply for
additional New Shares under the Top Up Facility. There is no guarantee that
you will be allocated any additional New Shares under the Top Up Facility.
Option 2 · If you do not take up your Entitlement in full, those Entitlements
not taken up will lapse and you will not receive any payment or value for
Take up part of your Entitlement them. You will not be entitled to apply for additional New Shares under the
Top Up Facility.
· If you do not take up your Entitlement in full, you will have your
percentage holding in NMT reduced as a result of the Entitlement Offer and
Placement. 5 (#_ftn5)
· Your Entitlement to participate in the Entitlement Offer is non-
renounceable, which means it is non-transferrable and cannot be sold, traded
on ASX or any other exchange, nor can it be privately transferred.
Option 3 · If you do nothing with respect to your Entitlement, you will not be
allocated New Shares, your Entitlements will lapse and you will not receive
Do nothing, in which case your Entitlement will lapse and you will receive no any payment or value for them.
value for those lapsed Entitlements
· If you do not take up your Entitlement you will have your
percentage holding in NMT reduced as a result of the Entitlement Offer and
Placement.(4)
2 Overview of the Offer
2.1 Overview
Under the Entitlement Offer, NMT is offering Eligible Shareholders the
opportunity to subscribe for 1 New Share for every 12 Existing Shares held on
the Record Date at the Offer Price.
The Entitlement Offer is intended to raise a maximum of approximately $5
million (before costs), assuming all of the New Shares offered under the
Entitlement Offer are subscribed for. Eligible Shareholders who take up their
full Entitlement may also participate in the Top Up Facility by applying for
additional New Shares in excess of their Entitlement at the Offer Price
(subject to compliance with applicable laws and to the terms set out in this
Offer Booklet). The Entitlement Offer is not underwritten so if there is a
Shortfall, NMT may not raise the full amount sought under the Entitlement
Offer.
The Entitlement Offer is non-renounceable, which means that the Entitlements
cannot be traded or otherwise transferred on the ASX or any other exchange or
privately.
New Shares issued under the Entitlement Offer are to be issued at the same
price as New Shares issued under the Placement. If you do not participate in
the Entitlement Offer, you will not receive any value for your Entitlement.
Please refer to the ASX Announcement and the Investor Presentation included in
this Offer Booklet for information on the rationale for the Entitlement Offer,
the use of proceeds of the Entitlement Offer, and for further information on
NMT. 6 (#_ftn6)
2.2 Purpose of Offer
The proceeds from the Offer, together with existing cash on hand, will be used
for:
· LiB recycling development
· lithium and vanadium technology research
and development
· Barrambie Gold and Titanium
· staff, general and administrative costs
2.3 Placement
NMT has already raised approximately $4 million (before costs) from
institutional investors and sophisticated investors as part of the Placement,
at the Offer Price.
New Shares were issued under the Placement on Friday, 18 October 2024.
2.4 Entitlement Offer
The Entitlement Offer is being made pursuant to section 708AA of the
Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights
Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical
Relief) Instrument 2016/73) which allows rights issues to be offered without a
prospectus, provided certain conditions are satisfied.
As a result, the Entitlement Offer is not being made under a prospectus and it
is important for Eligible Shareholders to read and understand the information
on NMT and the Entitlement Offer made publicly available prior to taking up
all or part of their Entitlement. In particular, please refer to the materials
in Section 4 of this Offer Booklet and other announcements made by NMT
(available at www.asx.com.au (http://www.asx.com.au) ) and all other parts of
this Offer Booklet carefully before making any decisions in relation to your
Entitlement.
Each Eligible Shareholder is entitled to subscribe for 1 New Share for every
12 Existing Shares held on the Record Date. In addition, Eligible Shareholders
who take up their full Entitlement may also participate in the Top Up Facility
by applying for additional New Shares in excess of their Entitlement at the
Offer Price.
The Entitlement Offer is non-renounceable. This means that Eligible
Shareholders who do not take up their Entitlements by the Closing Date, will
not receive any payment or value for those Entitlements, and their
proportionate equity interest in NMT will be diluted.
Your Entitlement is set out on the accompanying personalised Entitlement and
Acceptance Form and has been calculated as 1 New Share for every 12 Existing
Shares you held as at the Record Date. There is no minimum subscription to
participate in the Entitlement Offer. Fractional entitlements to New Shares
have been rounded up to the nearest whole number of New Shares.
New Shares issued pursuant to the Entitlement Offer will be fully paid and
rank equally with Existing Shares on issue.
If you take no action, you will not be allocated any New Shares and your
Entitlement will lapse.
Please consult your financial adviser, accountant, or other professional
adviser if you have any queries or are uncertain about any aspect of the
Entitlement Offer. In particular, please refer to the "Key Risks" section of
the Investor Presentation (see Section 4 of this Offer Booklet).
2.5 Eligibility of Shareholders
The Entitlement Offer is being offered to Eligible Shareholders only.
"Eligible Shareholders" are Shareholders as at 5pm (Perth time) on the Record
Date who:
· are registered as a holder of Existing
Shares;
· have a registered address in Australia or
New Zealand or persons that NMT has determined in its discretion are Eligible
Shareholders in compliance with applicable law;
· are not in the United States and are not a
person (including nominees or custodians) acting for the account or benefit of
a person in the United States in respect of the relevant underlying holders of
Existing Shares; and
· are eligible under all applicable
securities laws to receive an offer under the Entitlement Offer without any
requirement for a prospectus or other formal offer document to be lodged or
registered.
Ineligible Shareholders are Shareholders who are not Eligible Shareholders.
NMT has determined that it is unreasonable to extend the Entitlement Offer to
Ineligible Shareholders because of the small number of such Shareholders, the
number and value of Shares that they hold and the cost of complying with the
applicable regulations in jurisdictions outside Australia and New Zealand, but
reserves its right to do so (subject to compliance with the applicable laws).
NMT and the Lead Manager disclaim any liability in respect of the exercise or
otherwise of that determination and discretion, to the maximum extent
permitted by law.
2.6 Placement of Shortfall
Any Entitlements not taken up under the Entitlement Offer (or subscribed for
under the Top Up Facility) will form the Shortfall. NMT reserves the right to
place any Shortfall Shares at its discretion (including in conjunction with
the Lead Manager). Any Shortfall must be issued within three months after the
Closing Date and at a price per New Share that is not less than the Offer
Price. Shortfall Shares will not be allocated or issued where NMT considers
that to do so would result in a breach of the Corporations Act, the Listing
Rules or any other relevant regulation or law.
2.7 No underwriting
The Entitlement Offer is not underwritten. Accordingly NMT may not raise the
maximum proceeds of approximately $5 million (before costs) sought under the
Entitlement Offer.
3 How to apply
3.1 Your Entitlement
An Entitlement and Acceptance Form setting out your Entitlement (calculated as
1 New Share for every 12 Existing Shares held on the Record Date with
fractional entitlements rounded up to the nearest whole number of New Shares)
accompanies this Offer Booklet. Eligible Shareholders may subscribe for all or
part of their Entitlement. If you have more than one registered holding of
Shares, you will be sent more than one personalised Entitlement and Acceptance
Form and you will have separate Entitlements for each separate holding.
Any New Shares not taken up by the Closing Date may be made available to those
Eligible Shareholders who took up their full Entitlement and applied for
additional New Shares under the Top Up Facility. There is no guarantee that
such Shareholders will receive any New Shares applied for under the Top Up
Facility. New Shares under the Top Up Facility will only be allocated to
Eligible Shareholders if available and then only if and to the extent that NMT
so determines, in its absolute discretion.
Please note that the Entitlement stated on your Entitlement and Acceptance
Form may be in excess of the actual Entitlement you may be permitted to take
up where, for example, you are holding Shares on behalf of a person in the
United States (refer to the definition of Eligible Shareholders in Section 2.5
of this Offer Booklet).
Eligible Shareholders who hold Shares in the capacity as trustee, nominee, or
custodian (or in any other capacity) for a person that is in the United States
cannot take up Entitlements or purchase New Shares on behalf of that person.
See Section 3.12 of this Offer Booklet for the notice to nominees and
custodians.
Eligible Shareholders should be aware that an investment in NMT involves both
known and unknown risks. The key risks identified by NMT are set out in the
section entitled 'Key Risks' of the Investor Presentation (enclosed in Section
4 of this Offer Booklet).
3.2 Options available to you
The number of New Shares to which Eligible Shareholders are entitled is shown
on the accompanying Entitlement and Acceptance Form.
Eligible Shareholders may:
· Take up all of your Entitlement and, if you
do so, you may apply for additional New Shares under the Top Up Facility (see
Section 3.3 of this Offer Booklet).
· Take up part of your Entitlement and allow
the balance to lapse (see Section 3.4 of this Offer Booklet).
· Do nothing, in which case your Entitlement
will lapse and you will receive no value for those lapsed Entitlements (see
Section 3.5 of this Offer Booklet).
The Entitlement Offer is an offer to Eligible Shareholders only. Ineligible
Shareholders may not participate in the Entitlement Offer.
NMT reserves the right to reject any Application that is not correctly
completed or that is received after the Closing Date.
The Closing Date for acceptance of the Entitlement Offer is 5pm (Perth time)
on Wednesday, 30 October 2024 (unless extended).
3.3 Taking up all of your Entitlement or taking up all of
your Entitlement and participating in the Top Up Facility
If you wish to take up all or part of your Entitlement, payment will only be
accepted through BPAY® or via EFT (for Eligible Shareholders with a
registered address in New Zealand). Instructions for payment via BPAY® or via
EFT are set out on the personalised Entitlement and Acceptance Form or
available online from the Entitlement Offer open date at
www.computersharecas.com.au/nmtoffer
(http://www.computersharecas.com.au/nmtoffer) .
Payment must be received by the Share Registry by no later than 5pm (Perth
time) on Wednesday, 30 October 2024 (unless extended).
If you apply to take up all of your Entitlement, you may also apply for
additional New Shares under the Top Up Facility. Any amounts received by NMT
in excess of the Offer Price multiplied by your full Entitlement may be
treated as an Application to apply for as many additional New Shares under the
Top Up Facility as your Application Monies will pay for in full.
If you choose to apply for additional New Shares under the Top Up Facility and
if your Application is successful (in whole or in part), your New Shares will
be issued to you at the same time that other New Shares are issued under the
Entitlement Offer. Additional New Shares under the Top Up Facility will only
be allocated to Eligible Shareholders if available. If you apply for
additional New Shares, there is no guarantee that you will be allocated any
additional New Shares.
3.4 Taking up part of your Entitlement and allowing the
balance to lapse
If you wish to take up part of your Entitlement, payment will only be accepted
through BPAY® or EFT (for Eligible Shareholders with a registered address in
New Zealand). Instructions for payment via BPAY® and EFT are set out on the
personalised Entitlement and Acceptance Form or available online from the
offer open date at www.computersharecas.com.au/nmtoffer
(http://www.computersharecas.com.au/nmtoffer) .
Payment must be received by the Share Registry by no later than 5pm (Perth
time) on Wednesday, 30 October 2024 (unless extended).
If NMT receives an amount that is less than the Offer Price multiplied by your
Entitlement, your payment may be treated as an Application for as many New
Shares as your Application Monies will pay for in full.
Eligible Shareholders who do not take up their Entitlements in full will not
receive any value for those Entitlements they do not take up.
The portion of your Entitlement not taken up will lapse without further action
by you.
3.5 Allow your Entitlement to lapse
If you do not wish to take up all or any part of your Entitlement, do not take
any further action and all or that part of your Entitlement will lapse.
By allowing your Entitlement to lapse you will forgo any exposure to increases
or decreases in the value of the New Shares had you taken up your Entitlement.
Your percentage interest in NMT will also be reduced as a result of the
Entitlement Offer.
3.6 Consequences of not taking up all or part of your
Entitlement
If you do not accept all or part of your Entitlement in accordance with the
instructions set out above, those New Shares for which you would have
otherwise been entitled under the Entitlement Offer (including New Shares that
relate to the portion of your Entitlement that has not been accepted) may be
acquired by Eligible Shareholders under the Top Up Facility.
By allowing your Entitlement to lapse, you will forgo any exposure to
increases or decreases in the value of the New Shares had you taken up your
Entitlement and you will not receive any value for your Entitlement. Eligible
Shareholders who do not participate fully in the Entitlement Offer will have
their percentage holding in NMT reduced.
All Shareholders (other than those Shareholders who have participated in the
Placement pro rata to their existing shareholding in NMT), including those
Eligible Shareholders who participate in the Entitlement Offer, will have
their percentage holding in NMT reduced by the Placement.
3.7 Payment and refunds
Payment should be made using BPAY® if possible. All payments must be made in
Australian dollars (A$). Eligible Shareholders with a registered address in
New Zealand who do not have an Australian bank account will be able to pay by
EFT (refer to Section 3.9 of this Offer Booklet).
Cash payments will not be accepted. Receipts for payment will not be issued.
NMT will treat you as applying for as many New Shares as your payment will pay
for in full up to your Entitlement.
Any Application Monies received for more than your final allocation of New
Shares or any scale back in respect of New Shares applied for under the Top Up
Facility will be refunded as soon as practicable after the close of the
Entitlement Offer. No interest will be paid to Applicants on any Application
Monies received or refunded.
Refund amounts, if any, will be paid in Australian dollars. You will be paid
either by direct credit to the nominated bank account as noted on the share
register as at the Closing Date or by cheque sent by ordinary post to your
address as recorded on the share register (the registered address of the
first-named in the case of joint holders). If you wish to advise or change
your banking instructions with the Share Registry you may do so by calling the
information line on 1300 850 505 (for callers within Australia) or +61 3 9415
4000 (for callers outside Australia) between 8.30am and 5.00pm (AEDT) on
Monday to Friday.
No interest will be paid to Applicants on any Application Monies received or
refunded.
If you are unable to pay by BPAY® please call NMT directly on +61 8 9322 1182
between 8.30am and 5.00pm (Perth time) on Monday to Friday before the
Entitlement Offer closes at 5pm (Perth time) on Wednesday, 30 October 2024
(unless extended) and refer below to Section 3.9 of this Offer Booklet.
3.8 Payment by BPAY®
For payment by BPAY®, please follow the instructions on the personalised
Entitlement and Acceptance Form or available online from the offer open date
at www.computersharecas.com.au/nmtoffer
(http://www.computersharecas.com.au/nmtoffer) . You can only make payment via
BPAY® if you are the holder of an account with an Australian financial
institution that supports BPAY® transactions.
If you are paying by BPAY®, please make sure you use the specific Biller Code
and your unique Customer Reference Number (CRN) on your personalised
Entitlement and Acceptance Form. If you have multiple holdings and
consequently receive more than one personalised Entitlement and Acceptance
Form, when taking up your Entitlement in respect of one of those holdings only
use the CRN specific to that holding. If you do not use the correct CRN
specific to that holding your Application will not be recognised as valid.
Please note that by paying by BPAY®:
· you do not need to submit your personalised
Entitlement and Acceptance Form but are taken to make the declarations,
representations and warranties on that Entitlement and Acceptance Form and in
Section 3.10 of this Offer Booklet; and
· if you do not pay for your full
Entitlement, you are deemed to have taken up your Entitlement in respect of
such whole number of New Shares which is covered in full by your Application
Monies.
It is your responsibility to ensure that your BPAY® payment is received by
the Share Registry by no later than 5pm (Perth time) on Wednesday, 30 October
2024 (unless extended). You should be aware that your financial institution
may implement earlier cut-off times with regard to electronic payment, and you
should therefore take this into consideration in the timing of when you make
payment.
3.9 Payment by EFT (for Eligible Shareholders with a
registered address in New Zealand only)
If you are an Eligible Shareholder with a registered address in New Zealand
who does not have an Australian bank account, you are encouraged to pay via
EFT. To pay via EFT you will need to:
· in accordance with the instructions on your
personalised Application Form, make payment to the Entitlement Offer bank
account using your Reference Number as the reference for your deposit; and
· ensure that your payment for the
appropriate amount is received by the Registry before 5pm (Perth time) on
Wednesday, 30 October 2024. Financial institutions may implement earlier
cut-off times with regard to electronic payment, and you should therefore take
this into consideration when making payment.
Please note that by paying by EFT:
· you do not need to submit your personalised
Entitlement and Acceptance Form but are taken to make the declarations,
representations and warranties on that Entitlement and Acceptance Form and in
Section 3.10 of this Offer Booklet; and
· if you do not pay for your full
Entitlement, you are deemed to have taken up your Entitlement in respect of
such whole number of New Shares which is covered in full by your Application
Monies.
You should ensure that sufficient funds are held in relevant account(s) to
cover the Application Monies as your EFT will be processed on the day of
receipt.
The Entitlement Offer bank account details, and your Reference Number, are set
out on your personalised Application Form.
3.10 Payment through BPAY® or EFT is binding
A payment made through BPAY® or EFT constitutes a binding offer to acquire
New Shares on the terms and conditions set out in this Offer Booklet and, once
lodged or paid, cannot be withdrawn. If an Application is not completed
correctly it may still be treated as a valid Application for New Shares. NMT's
decision whether to treat an Application as valid is final.
By making a payment by BPAY® or EFT you will also be deemed to have
acknowledged, represented, and warranted on behalf of each person on whose
account you are acting that:
· you are (or the person whose account you
are acting is) an Eligible Shareholder;
· you have received, and read and understand
this Offer Booklet and your personalised Entitlement and Acceptance Form in
their entirety;
· you agree to be bound by the terms of the
Entitlement Offer, the provisions of this Offer Booklet (and accompanying
Entitlement and Acceptance Form), and NMT's constitution;
· you authorise NMT to register you as the
holder(s) of New Shares allotted to you under the Entitlement Offer;
· all details and statements in the
personalised Entitlement and Acceptance Form are complete, accurate and up to
date;
· if you are a natural person, you are over
18 years of age and have full legal capacity and power to perform all of your
rights and obligations under the personalised Entitlement and Acceptance Form;
· you accept that there is no cooling off
period under the Entitlement Offer and that once NMT receives any payment of
Application Monies via BPAY® or EFT, you may not withdraw your Application or
funds provided except as allowed by law;
· you agree to apply for and be issued up to
the number of New Shares for which you have submitted payment of any
Application Monies via BPAY® or EFT at the Offer Price per New Share;
· you authorise NMT, the Lead Manager, the
Share Registry and their respective officers, employees or agents to do
anything on your behalf necessary for New Shares to be issued to you,
including to act on instructions of the Share Registry upon using the contact
details set out in your personalised Entitlement and Acceptance Form;
· you acknowledge and agree that:
‒ determination of eligibility of investors for the
purposes of the Entitlement Offer is determined by reference to a number of
matters, including legal and regulatory requirements, logistical and Share
Registry constraints and the discretion of NMT and/or the Lead Manager; and
‒ each of NMT and the Lead Manager, and each of
their respective related body corporates and affiliates, disclaim any duty or
liability (including for negligence) in respect of that determination and the
exercise or otherwise of that discretion, to the maximum extent permitted by
law;
· you declare that you were the registered
holder(s) at the Record Date of the Shares indicated on the personalised
Entitlement and Acceptance Form as being held by you on the Record Date and
are an Eligible Shareholder;
· the information contained in this Offer
Booklet and your personalised Entitlement and Acceptance Form is not
investment advice nor a recommendation that New Shares are suitable for you
given your investment objectives, financial situation, or particular needs;
· this Offer Booklet is not a prospectus,
does not contain all of the information that you may require in order to
assess an investment in NMT and is given in the context of NMT's past and
ongoing continuous disclosure announcements to ASX;
· you have read the statement of risks in the
'Key Risks' section of the Investor Presentation in Section 4 of this Offer
Booklet, and that an investment in NMT is subject to risks;
· none of NMT, the Lead Manager nor their
respective related bodies corporate and affiliates and their respective
directors, officers, partners, employees, representatives, agents, consultants
or advisers, guarantees the performance of the New Shares or the performance
of NMT, nor do they guarantee the repayment of capital from NMT;
· you agree to provide (and direct your
nominee or custodian to provide) any requested substantiation of your
eligibility to participate in the Entitlement Offer and of your holding of
Shares on the Record Date;
· you authorise NMT to correct any errors in
your Application;
· you acknowledge that if you are accessing
your personalised Entitlement and Acceptance Form and the Offer Booklet on an
internet website, you are responsible for protecting against viruses and other
destructive items which might compromise confidentiality and your details and
that your use of the online Offer Booklet or the Entitlement Offer website at
www.computersharecas.com.au/nmtoffer
(http://www.computersharecas.com.au/nmtoffer) is at your own risk and it is
your responsibility to take precautions to ensure that it is free from
viruses, items of a destructive nature or items which might compromise
confidentiality;
· you acknowledge that, if you are receiving
this Offer Booklet in an electronic form, documents transmitted via this
medium may be altered or changed during the process of electronic transmission
and consequently none of NMT or its Beneficiaries accepts any liability or
responsibility whatsoever (including for any fault or negligence) in respect
of any difference between the document distributed to you in electronic format
and the hard copy version available to you on request from the Share Registry;
· the law of any place does not prohibit you
from being given this Offer Booklet and the personalised Entitlement and
Acceptance Form, nor does it prohibit you from making an Application for New
Shares and that you are otherwise eligible to participate in the Entitlement
Offer;
· for the benefit of NMT, the Lead Manager,
and their respective related bodies corporate and affiliates, you acknowledge
that you are not in the United States and you are not acting for the account
or benefit of a person in the United States and you are not otherwise a person
to whom it would be illegal to make an offer of or issue of New Shares under
the Entitlement Offer and under any applicable laws and regulations;
· you understand and acknowledge that the
Entitlement and the New Shares have not been, and will not be, registered
under the U.S. Securities Act or under the laws of any state or other
jurisdiction of the United States and that, accordingly the Entitlements may
not be taken up or exercised by a person in the United States and the New
Shares may not be offered or sold, directly or indirectly, in the United
States, except in a transaction exempt from, or not subject to, the
registration requirements of the U.S. Securities Act and any other applicable
US state securities laws;
· you are subscribing for or purchasing the
New Shares outside the United States in an "offshore transaction" (as defined
in Rule 902(h) under the US Securities Act) in reliance on Regulation S under
the US Securities Act;
· you are not engaged in the business of
distributing securities;
· you and each person on whose account you
are acting have not and will not send any materials relating to the
Entitlement Offer to any person in the United States or to any person
(including nominees or custodians) acting for the account or benefit of a
person in the United States, or to any country outside Australia and New
Zealand;
· if, in the future, you decide to sell or
otherwise transfer the New Shares acquired under the Entitlement Offer, you
will only do so in transactions exempt from, or not subject to, the
registration requirements of the U.S. Securities Act, including in regular way
transactions on the ASX or otherwise where neither you nor any person acting
on your behalf knows, or has reason to know, that the sale has been
pre-arranged with, or that the purchaser is, a person in the United States;
· you are eligible under applicable
securities laws to exercise Entitlements and acquire New Shares under the
Entitlement Offer;
· if you are acting as a nominee, trustee or
custodian:
‒ where any holder is acting as a nominee, trustee
or custodian for a foreign person, that holder, in dealing with its
beneficiary, will need to assess whether indirect participation by the
beneficiary in the Entitlement Offer is compatible with applicable foreign
laws and that this is not the responsibility of NMT;
‒ each beneficial holder on whose behalf you are
submitting an Application is resident in Australia and New Zealand and is not
in the United States, and you are not acting for the account or benefit of a
person in the United States (to the extent you hold Shares for the account or
benefit of a person in the United States), or any other country except as NMT
may otherwise permit in compliance with applicable law; and
‒ you have only sent this Offer Booklet, the
Entitlement and Acceptance Form and any information relating to the
Entitlement Offer to such permitted beneficial Shareholders; and
· you make all other representations and
warranties set out in this Offer Booklet.
3.11 Brokerage
No brokerage fee is payable by Eligible Shareholders who accept their
Entitlement.
3.12 Notice to nominees and custodians
The Entitlement Offer is being made to all Eligible Shareholders.
Nominees with registered addresses in Australia and New Zealand may also be
able to participate in the Entitlement Offer in respect of some or all of the
beneficiaries on whose behalf they hold Existing Shares, provided that the
applicable beneficiary would satisfy the criteria for an Eligible Shareholder.
Nominees and custodians who hold Shares as nominees or custodians should note
in particular that the Entitlement Offer is not available to:
· beneficiaries on whose behalf they hold
Existing Shares who would not satisfy the criteria for an Eligible
Shareholder; or
· Shareholders who are not eligible under all
applicable securities laws to receive an offer under the Entitlement Offer.
In particular, persons acting as nominees or custodians for other persons may
not take up Entitlements on behalf of, or send any documents relating to the
Entitlement Offer to, any person in the United States.
NMT is not required to determine whether or not any registered holder is
acting as a nominee or the identity or residence of any beneficial owners of
Shares.
3.13 Rights of NMT
For the avoidance of doubt, NMT reserves the right (in its absolute sole
discretion) to reduce the number of Entitlements or New Shares allocated to
Eligible Shareholders, or persons claiming to be Eligible Shareholders, if
their claims prove to be overstated or if they (or their nominees/custodians)
fail to provide information to substantiate their claims. In that case NMT
may, in its discretion, require the relevant Shareholder to transfer excess
New Shares to a nominee (including the Lead Manager) at the Offer Price per
New Share. If necessary, the relevant Shareholder may need to transfer
Existing Shares held by them or purchase additional Shares on-market to meet
this obligation. The relevant Shareholder will bear any and all losses and
expenses caused by subscribing for New Shares in excess of their Entitlement
and any actions they are required to take in this regard.
By applying under the Entitlement Offer (including under the Top Up Facility),
you irrevocably acknowledge and agree to do the above as required by NMT in
its absolute discretion. You acknowledge that there is no time limit on the
ability of NMT to require any of the actions set out above.
NMT also reserves the right to reject any acceptance of an Entitlement that it
believes comes from a person who is not eligible to accept an Entitlement.
3.14 Withdrawal of the Entitlement Offer
Subject to applicable law, NMT reserves the right to withdraw the Entitlement
Offer at any time before the issue of New Shares, in which case NMT will
refund any Application Monies already received in accordance with the
Corporations Act and will do so without interest being payable to Applicants.
To the fullest extent permitted by law, you agree that any Application Monies
paid by you to NMT will not entitle you to receive any interest and that any
interest earned in respect of Application Monies will belong to NMT.
Refund amounts, if any, will be paid in Australian dollars. You will be paid
either by direct credit to the nominated bank account as noted on the NMT
share register as at the Closing Date or by cheque sent by ordinary post to
your address as recorded on the share register (the registered address of the
first-named in the case of joint holders).
3.15 Risks
Eligible Shareholders should be aware that an investment in NMT involves
risks. The key risks identified by NMT are set out in the Investor
Presentation in Section 4 of this Offer Booklet, but these are not an
exhaustive list of the risks associated with an investment in the Shares. You
should consider these rights carefully in light of your personal
circumstances, including financial and taxation issues, before making an
investment decision in connection with the Entitlement Offer.
3.16 Enquiries
If you have not received or you have lost your personalised Entitlement and
Acceptance Form, or have any questions regarding the Entitlement Offer, please
contact NMT directly on +61 8 9322 1182 between 8.30am and 5.00pm (Perth time)
on Monday to Friday, before the Entitlement Offer closes at 5pm (Perth time)
on Wednesday, 30 October 2024 (unless extended). If you have any further
questions, you should contact your stockbroker, solicitor, accountant, or
other professional adviser.
4 ASX Announcement and Investor Presentation
5 Additional information
5.1 Responsibility for this Offer Booklet
This Offer Booklet (including the enclosed ASX Announcement and Investor
Presentation and attached Entitlement and Acceptance Form) has been prepared
by NMT. No party other than NMT has authorised or caused the issue of this
Offer Booklet, or takes any responsibility for, or makes or gives any
statements, representations, or undertakings in, this Offer Booklet.
5.2 Date of this Offer Booklet
This Offer Booklet is dated Monday, 21 October 2024. Subject to the following
paragraph, statements in this Offer Booklet are made only as of the date of
this Offer Booklet unless otherwise stated and the information in this Offer
Booklet remains subject to change without notice. NMT is not responsible for
updating this Offer Booklet.
The ASX Announcement and Investor Presentation set out in Section 4 of this
Offer Booklet are current as at the date on which they were released. There
may be additional announcements that are made by NMT (including after the date
of this Offer Booklet) that may be relevant to your consideration of whether
to take up your Entitlement. Therefore, it is prudent that you check whether
any further announcements have been made by NMT before submitting an
Application.
5.3 Ranking of New Shares
The New Shares issued under the Entitlement Offer will be fully paid and rank
equally with Existing Shares with effect from their date of issue.
The rights attaching to the New Shares are set out in NMT's constitution and
are regulated by the Corporations Act, Listing Rules, and general law.
5.4 Allotment, quotation, and trading
NMT will apply for quotation of the New Shares on ASX in accordance with
Listing Rule requirements.
Subject to ASX approval being granted, it is expected that the New Shares
allotted under the Entitlement Offer will commence trading on a normal basis
on Thursday, 7 November 2024. Application Monies will be held by NMT on trust
for Applicants until the New Shares are allotted. No interest will be paid on
Application Monies, and any interest earned on Application Monies will be for
the benefit of NMT and will be retained by NMT irrespective of whether New
Shares are issued. If ASX does not grant quotation of the New Shares, NMT will
repay all Application Monies (without interest).
It is the responsibility of Applicants to determine the number of New Shares
allotted and issued to them prior to trading in such Shares.
5.5 CHESS
NMT is a participant in CHESS, for those investors who have, or wish to have,
a sponsoring stockbroker. Investors who do not wish to participate through
CHESS will be issuer sponsored by NMT. Because the sub-registers are
electronic, ownership of securities can be transferred without having to rely
on upon paper documentation.
Electronic registers means that NMT will not issue certificates to investors.
Instead, investors will be provided with a statement (similar to a bank
account statement) that sets out the number of New Shares allotted to them
under this Offer Booklet. The notice will also advise holders of their Holder
Identification Number or Security Holder Reference Number and explain, for
future reference, the sale and purchase procedures under CHESS and issuer
sponsorship.
Further, monthly statements will be provided to holders if there have been any
changes in their security holding in NMT during the preceding month.
5.6 Reconciliation
In any entitlement offer, investors may believe that they own more Existing
Shares on the Record Date than they ultimately do. This may result in a need
for reconciliation to ensure all Eligible Shareholders have the opportunity to
receive their full Entitlement.
NMT may need to issue a small quantity of additional New Shares to ensure all
Eligible Shareholders have the opportunity to receive their appropriate
allocation of New Shares. The price at which these New Shares would be issued,
if required, is the same as the Offer Price.
NMT also reserves the right to reduce the number of an Entitlement or New
Shares allocated to Eligible Shareholders or persons claiming to be Eligible
Shareholders, if their Entitlement claims prove to be overstated, if they or
their nominees fail to provide information requested to substantiate their
Entitlement claims, or if they are not Eligible Shareholders.
5.7 Lead Manager
Neither the Lead Manager nor any of their respective related bodies corporate
and affiliates, nor any of its directors, officers, partners, employees,
representatives, agents, consultants, partners or advisers (together, the Lead
Manager Parties) have authorised, permitted or caused the issue, despatch or
provision of this Offer Booklet and they do not take responsibility for any
statements made in this Offer Booklet or any action taken by you on the basis
of such information. The Lead Manager has not authorised, approved, or
verified any forward-looking statements included in this Offer Booklet. To the
maximum extent permitted by law, each Lead Manager Party excludes and
disclaims all liability for any expenses, losses, damages or costs incurred by
you as a result of your participation in the Entitlement Offer and this Offer
Booklet being inaccurate or incomplete in any way for any reason, whether by
negligence or otherwise, and makes no representation or warranty, express or
implied, as to the currency, accuracy, reliability or completeness of this
Offer Booklet.
The Lead Manager Parties take no responsibility for any part of the Offer
Booklet or liability (including, without limitation, any liability arising
from fault or negligence on the part of any person) for any direct, indirect,
consequential or contingent loss or damage whatsoever arising from the use of
any part of the Offer Booklet or otherwise arising in connection with it.
None of the Lead Manager Parties make any recommendations as to whether you or
your related parties should participate in the Entitlement Offer, nor do they
make any representations or warranties, express or implied, to you concerning
the Entitlement Offer or any such information and you represent, warrant and
agree that you have not relied on any statements made by the Lead Manager
Parties in relation to the New Shares or the Entitlement Offer generally.
5.8 Continuous disclosure
NMT is a "disclosing entity" under the Corporations Act and is subject to
regular reporting and disclosure obligations under the Corporations Act and
the Listing Rules, including the preparation of annual reports and half yearly
reports. Please refer to the annual report for the financial year ended 30
June 2024 as released to ASX on 26 September 2024 and the half year results
for the 6 months ended 31 December 2023 as released to ASX on 14 March 2024.
NMT is required to notify ASX of information about specific events and matters
as they arise for the purposes of ASX making that information available to the
stock markets conducted by ASX. In particular, NMT has an obligation under the
Listing Rules (subject to certain exceptions) to notify ASX immediately of any
information of which it is or becomes aware which a reasonable person would
expect to have a material effect on the price or value of NMT shares. That
information is available to the public from ASX.
Some documents are required to be lodged with ASIC in relation to NMT. These
documents may be obtained from, or inspected at, an ASIC office, subject to
any changes in access given the current circumstances.
5.9 Impact on control
The potential effect the Entitlement Offer will have on control of NMT, and
the consequences of that effect, will depend on a number of factors, including
the extent to which Eligible Shareholders take up their Entitlements under the
Entitlement Offer and subscribe for New Shares under the Top Up Facility. In
particular:
· the Entitlement Offer is structured as a
pro-rata issue. If all Eligible Shareholders take up their Entitlements, the
ownership interest (and voting power) in NMT of each Eligible Shareholder will
remain largely unchanged. To the extent that any Eligible Shareholder fails,
or is unable, to take up their Entitlement in full, their percentage holding
in NMT will be diluted by those other Eligible Shareholders who take up some
or all of their Entitlements, or who subscribe for additional New Shares under
the Top Up Facility;
· the Entitlement Offer is not underwritten.
If an Eligible Shareholder takes-up their full Entitlement under the
Entitlement Offer (or subscribes for additional New Shares under the Top Up
Facility), but the Entitlement Offer is not otherwise fully subscribed, the
holding of that Eligible Shareholder may increase;
· the voting power of Ineligible Shareholders
will be diluted as a result of the Entitlement Offer;
· NMT also undertook the Placement to raise
gross proceeds of approximately $4 million. Should the Entitlement Offer be
fully subscribed, New Shares issued under the Placement will represent
approximately 5.6% of the Shares on issue following completion of both the
Placement and the Entitlement Offer. Accordingly, existing Shareholders will
be diluted by the Placement, even if they take up their Entitlements under the
Entitlement Offer (but subject to any subscription for New Shares under the
Top-Up Facility); and
· it is not currently anticipated that any
Shareholder or investor will increase their relevant interest above 20% as a
result of participating in the Entitlement Offer or the Placement.
In light of these factors, and given the structure of the Entitlement Offer as
a pro-rata issue and the current level of substantial holdings (based on
substantial holder notices that have been lodged on or prior to the date of
this notice), the Entitlement Offer is not expected to have a material
consequence on the control of NMT.
5.10 No cooling off rights
Cooling off rights do not apply to an investment in New Shares. You cannot
withdraw your Application once it has been made or accepted.
5.11 Rounding of Entitlements
Where fractions arise in the calculation of an Entitlement, they will be
rounded up to the nearest whole number of New Shares.
5.12 Not financial product or investment advice
This Offer Booklet and the accompanying Entitlement and Acceptance Form is for
information purposes only and is not a prospectus, disclosure document or
other offering document under the Corporations Act or any other law and has
not been lodged with ASIC. It is also not financial product or investment
advice or a recommendation to acquire New Shares and has been prepared without
taking into account your objectives, financial circumstances, or particular
needs. This Offer Booklet should not be considered to be comprehensive and
does not purport to contain all the information that you may require to make a
decision about whether to submit an Application and invest in New Shares. This
Offer Booklet should be read in conjunction with NMT's other periodic
statements and continuous disclosure announcements lodged with ASX which are
available at www.asx.com.au (http://www.asx.com.au) .
Before making an investment decision, you should consider the appropriateness
of the information in this Offer Booklet having regard to your own objectives,
financial situation and needs and seek legal and taxation advice appropriate
to your jurisdiction. If you have any questions about whether you should
participate in the Entitlement Offer, you should seek professional financial
advice before making any investment decision. NMT is not licensed to provide
financial product advice in respect of New Shares.
5.13 Taxation
There may be tax implications associated with participating in the Entitlement
Offer and receiving New Shares. The potential tax effects of participating in
the Entitlement Offer will vary between investors. NMT considers that it is
not appropriate to give advice regarding the tax consequences of subscribing
for New Shares under this Offer Booklet or the subsequent disposal of any New
Shares. Consequently, NMT strongly advises that all investors should satisfy
themselves of any possible tax consequences by consulting their own
professional tax adviser before deciding whether or not to participate in the
Entitlement Offer.
5.14 Financial data
All dollar values are in Australian dollars ($A).
All financial data is presented as at Friday, 11 October 2024 unless otherwise
stated.
5.15 Ineligible Shareholders
All Shareholders who do not satisfy the criteria to be Eligible Shareholders
are Ineligible Shareholders. Ineligible Shareholders are not entitled to
participate in the Entitlement Offer, unless NMT otherwise determines.
The restrictions upon eligibility to participate in the Entitlement Offer
arise because NMT has determined, pursuant to Listing Rule 7.7.1(a) and
section 9A(3)(a) of the Corporations Act, that it would be unreasonable to
extend the Entitlement Offer to Ineligible Shareholders. This decision has
been made after taking into account the relatively small number of Ineligible
Shareholders, the number and value of New Shares to which those Ineligible
Shareholders would otherwise be entitled and the potential costs of complying
with legal and regulatory requirements in the jurisdictions in which the
Ineligible Shareholders are located in relation to the Entitlement Offer.
NMT, in its absolute discretion, may extend the Entitlement Offer to any
Shareholder if it is satisfied that the Entitlement Offer may be made to the
Shareholder in compliance with all applicable laws. NMT, in its absolute
discretion, reserves the right to determine whether a Shareholder is an
Eligible Shareholder or an Ineligible Shareholder. To the maximum extent
permitted by law, NMT disclaims all liability in respect of such
determination.
6 Definitions
The meanings of the terms used in this agreement are set out below.
Term Meaning
A$, $, dollar or cents the currency of Australia.
Applicant an Eligible Shareholder who has submitted a valid Application.
Application the arranging for payment of the relevant Application Monies through BPAY® or
EFT in accordance with the instructions on the Entitlement and Acceptance
Form.
Application Monies the aggregate amount payable for the New Shares applied for through BPAY® or
EFT.
ASIC the Australian Securities and Investments Commission.
ASX ASX Limited (ACN 008 624 691) or, where the context requires, the securities
exchange operated by it on which Shares are quoted.
ASX Announcement NMT's initial ASX announcement in relation to the Offer released to the ASX on
Friday, 11 October 2024, incorporated in Section 4 of this Offer Booklet.
Closing Date 5pm (Perth time) on Wednesday, 30 October 2024, being the day the Entitlement
Offer closes (unless extended).
Corporations Act the Corporations Act 2001 (Cth).
CRN the unique Customer Reference Number on the personalised Entitlement and
Acceptance Form.
Eligible Shareholder the meaning given in Section 2.5 of this Offer Booklet.
Entitlement the right to subscribe for 1 New Share for every 12 Existing Shares held by
Eligible Shareholders on the Record Date, pursuant to the Entitlement Offer.
Entitlement and Acceptance Form the entitlement and acceptance form accompanying this Offer Booklet.
Entitlement Offer the pro rata non-renounceable offer to Eligible Shareholders to subscribe for
1 New Share for every 12 Existing Shares of which the Shareholder is the
registered holder on the Record Date, at an Offer Price of $0.09 per New Share
pursuant to this Offer Booklet.
Existing Shares the Shares already on issue on the Record Date.
Ineligible Shareholder the meaning given in Section 5.15 of this Offer Booklet.
Investor Presentation the presentation to investors released to the ASX on Friday, 11 October 2024,
incorporated in Section 4 of this Offer Booklet.
Lead Manager Euroz Hartleys Limited (ABN 33 104 195 057).
Lead Manager Parties the Lead Manager's affiliates, related bodies corporate (as that term is
defined in the Corporations Act), and their respective directors, employees,
officers, representatives, agents, partners, consultants, and advisers.
Listing Rules the official listing rules of ASX.
New Shares Shares to be allotted and issued under the Offer, including (as the context
requires) the shortfall from the Entitlement Offer issued under the Top Up
Facility.
NMT Neometals Limited (ACN 099 116 631).
Offer the Entitlement Offer and the Placement.
Offer Booklet this Offer Booklet issued by NMT and dated Monday, 21 October 2024.
Offer Price $0.09 per New Share.
Placement the placement of approximately 44,444,445 New Shares to institutional and
professional investors to raise approximately $4 million (before costs) at the
Offer Price as announced to the ASX on Friday, 11 October 2024.
Record Date 5pm (Perth time) on Wednesday, 16 October 2024.
Share a fully paid ordinary share in the capital of NMT.
Share Registry Computershare Investor Services Pty Ltd (ACN 078 279 277).
Shareholder a registered holder of Shares.
Shortfall or Shortfall Shares those New Shares offered under the Entitlement Offer which are not subscribed
for by Eligible Shareholders.
Top Up Facility the facility described in Section 3.3 under which Eligible Shareholders may
apply for New Shares in excess of their Entitlement (subject to compliance
with applicable laws and to the terms set out in this Offer Booklet).
U.S. Securities Act the U.S. Securities Act of 1933, as amended.
Corporate information
NMT
Neometals Limited
Level 1, 1292 Hay St
West Perth, WA 6005
Tel: +61 8 9322 1182
https://www.neometals.com.au
Lead Manager
Euroz Hartleys Limited
Level 37, QV1
250 St Georges Terrace
Perth WA 6000
Legal Adviser
Herbert Smith Freehills
Level 11, 1 The Esplanade
Perth WA 6000
Share Registry
Computershare Investor Services
Level 17, 221 St Georges Terrace
Perth WA 6000
1 (#_ftnref1) Additional New Shares 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 Offer. NMT
retains the flexibility to scale back applications for additional New Shares
at its discretion.
2 (#_ftnref2) Registered by BPAY Pty Ltd (ABN 69 079 137 518).
3 (#_ftnref3) All Shareholders, including those Eligible Shareholders who
participate in the Entitlement Offer, will have their percentage holding in
NMT reduced by the Placement.
4 (#_ftnref4) See Section 2.5 of this Offer Booklet for further details.
5 (#_ftnref5) All Shareholders, including those Eligible Shareholders who
participate in the Entitlement Offer, will have their percentage holding in
NMT reduced by the Placement.
6 (#_ftnref6) The ASX Announcement and the Investor Presentation are current
as at the date of their release. There may be other announcements that have
been made by NMT after their release and before the Entitlement Offer closes
at 5pm (Perth time) on Wednesday, 30 October 2024 (unless extended) that may
be relevant to your consideration of whether to take part in the Entitlement
Offer. Therefore, it is prudent to check whether any further announcements
have been made by NMT before submitting an Application.
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