REG - Resolute Mining Ltd - Ineligible Shareholders Letter

Resolute MiningAnnouncement

17/11/2022 07:01

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RNS Number : 6978G  Resolute Mining Limited  17 November 2022

17 November 2022

 

Dear Shareholder

Resolute Mining Limited accelerated non-renounceable pro-rata entitlement
offer - Notification to ineligible retail shareholders

On 10 November 2022, Resolute announced it was conducting a partially
underwritten 1 for 1.11 accelerated non-renounceable pro-rata entitlement
offer of new fully paid ordinary shares (New Shares) to eligible existing
shareholders to raise a maximum of approximately A$159 million (Entitlement
Offer) at a fixed offer price of A$0.16 per share (Offer Price).

The combined proceeds of the Entitlement Offer and a separate A$41 million
institutional placement (Placement, together with the Entitlement Offer, the
Offer) conducted concurrently with the Entitlement Offer also at the Offer
Price will be used to pay down the Company's Syndicated Loan Facility and to
fund general working capital, the costs of the equity raising and to support
the Company's Syama North expansion plan. Further detail, including in
relation to the proposed use of the combined proceeds, is contained in
Resolute's Investor Presentation lodged with the Australian Securities
Exchange (ASX) on 10 November 2022 and Resolute's ASX announcement dated 14
November 2022 (regarding the increase in the underwritten amount of the
Offer).

Canaccord Genuity (Australia) Limited ACN 075 071 466 and Sprott Capital
Partners LP (Joint Lead Managers) are joint lead managers, underwriters and
bookrunners for the Entitlement Offer.

This notice is to inform you about the Entitlement Offer and to explain why
unfortunately you will not be able to subscribe for New Shares under the
Entitlement Offer. This letter is not an offer to issue entitlements or New
Shares to you, nor an invitation for you to apply for entitlements or New
Shares.

You are not required to do anything in response to this letter but there may
be financial implications for you to consider as a result of the Entitlement
Offer that you should be aware of.

Details of the Entitlement Offer

The Entitlement Offer comprises an institutional entitlement offer
(Institutional Entitlement Offer) and an offer to Eligible Retail Shareholders
(as defined below) to participate on the same terms (Retail Entitlement
Offer). The Institutional Entitlement Offer and Placement have already closed
and the results were announced to ASX on 14 November 2022. Resolute has today
lodged a retail offer booklet with ASX, which sets out further details in
respect of the Retail Entitlement Offer (Retail Offer Booklet).

Eligibility Criteria

Pursuant to section 9A(3) of the Corporations Act 2001 (Cth) (Corporations
Act) and Listing Rule 7.7.1(a) of the ASX Listing Rules, Resolute has
determined that it would be unreasonable to make offers to Resolute
shareholders in certain countries in connection with the Retail Entitlement
Offer. This is because of the small number of Resolute shareholders in each of
those countries, the number and value of fully paid ordinary shares those
Resolute shareholders hold and the potential cost of complying with the
applicable laws and regulations and the requirements of any regulatory
authority in jurisdictions outside Australia, New Zealand and Bermuda.

Unfortunately, according to our records, you do not satisfy the eligibility
criteria for an Eligible Retail Shareholder as stated below. Accordingly, in
compliance with the Corporations Act and ASX Listing Rules, Resolute wishes to
inform you that it will not be extending the Retail Entitlement Offer to you,
Resolute will not be sending a copy of the Retail Offer Booklet to you and you
will not be able to subscribe for New Shares under the Retail Entitlement
Offer.

Shareholders who are eligible to participate in the Retail Entitlement Offer
(Eligible Retail Shareholders) are those persons who:

·      are registered as a holder of fully paid ordinary shares in
Resolute as at 7.00pm (AEDT) on 14 November 2022 (Record Date);

·      as at the Record Date, have a registered address on the Resolute
share register that is in Australia,  New Zealand or Bermuda;

·      are not in the United States;

·      were not invited to participate (other than as nominee, in
respect of other underlying holdings) in the Institutional Entitlement Offer
and were not treated as ineligible institutional shareholders under the
Institutional Entitlement Offer; and

·      are eligible under all applicable securities laws to receive an
offer under the Retail Entitlement Offer.

Shareholders who are not Eligible Retail Shareholders are ineligible retail
shareholders and are consequently unable to participate in the Retail
Entitlement Offer.

Notwithstanding the above, Resolute (in its absolute discretion) reserves the
right to determine whether a shareholder is an Eligible Retail Shareholder and
may (in its absolute discretion) agree to extend the Retail Entitlement Offer
to certain institutional shareholders in foreign jurisdictions who did not
participate in the Institutional Entitlement Offer, subject to compliance with
applicable laws.

Non-renounceable entitlement offer

As with the Institutional Entitlement Offer, the Retail Entitlement Offer is
non-renounceable. Entitlements in respect of New Shares you would have been
entitled to if you were an Eligible Retail Shareholder will lapse. A number of
New Shares equal to the number that you would otherwise be entitled to
subscribe for under the Retail Entitlement Offer may be subscribed for by:

·      other Eligible Retail Shareholders under an oversubscription
facility; and/or

·      the Joint Lead Managers and/or the sub-underwriters at the Offer
Price.

As a result, no amount will be payable by you and you will not otherwise
receive any payment or value for entitlements in respect of any New Shares
that would have been offered to you if you were an Eligible Retail
Shareholder.

Further details in respect of the Entitlement Offer (including details of
eligibility) can be found on the announcements platform of ASX
(www.asx.com.au).

Further information

If you have any queries regarding the Retail Entitlement Offer, please contact
your professional adviser or please call the Resolute Offer Information Line
on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia)
between 8.30am and 5.00pm (AEDT). For other questions, you should consult your
broker, solicitor, accountant, financial adviser or other professional
adviser.

Thank you for your continued support of Resolute and I trust you understand
Resolute's position on this matter.

Yours faithfully

 

Terry Holohan

Managing Director and CEO

 

 

 

 

 

About Resolute

Resolute Mining Limited (ASX/LSE: RSG) is an African gold miner, developer and
explorer with more than 30 years of experience across Australia and Africa. To
date the company has produced over nine million ounces of gold. It currently
operates the Syama Gold Mine in Mali and the Mako Gold Mine in Senegal.
Resolute's gold production and cost guidance for FY2022 is 345,000oz at an
All-In Sustaining Cost of $1,425/oz.

Through all its activities, sustainability is the core value at Resolute. This
means that protecting the environment, providing a sage and productive working
environment for employees, uplifting host communities, and practicing good
corporate governance are non-negotiable priorities. Resolute's commitment to
sustainability and good corporate citizenship has been cemented through its
adoption of and adherence to the Responsible Gold Mining Principles (RGMPs).
This framework, which sets out clear expectations for consumers, investors,
and the gold supply chain as to what constitutes responsible gold mining, is
an initiative of the World Gold Council of which Resolute has been a member
since 2017. The Company is on track to reach full compliance with the RGMPs in
2023

Important Notice and Disclaimer

The Entitlement Offer is being made by Resolute in accordance with section
708AA of the Corporations Act as modified by the Australian Securities and
Investments Commission Corporations (Non-Traditional Rights Issues) Instrument
2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument
2016/73, meaning that no prospectus or other disclosure document needs to be
prepared.

Determination of eligibility of investors for the purposes of the
institutional or retail components 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 Resolute and the
Joint Lead Managers. Each of Resolute and each of the Joint Lead Managers and
each of their respective related bodies corporate (as defined in the
Corporations Act 2001 (Cth)) and affiliates and each of their respective
directors, officers, employees, partners, consultants, contractors, agents and
advisers disclaim any duty or liability (including, without limitation, any
liability arising from fault, negligence or negligent misstatement) in respect
of that determination and the exercise or otherwise of that discretion, to the
maximum extent permitted by law.

This letter is issued by Resolute. This letter is not a prospectus or offering
document under Australian law or under any other law. No action has been or
will be taken to register, qualify or otherwise permit a public offering of
the New Shares in any jurisdiction outside Australia, New Zealand and Bermuda.
This letter is for information purposes only and does not constitute or form
part of an offer, invitation, solicitation, advice or recommendation with
respect to the issue, purchase or sale of any New Shares.

The provision of this letter is not, and should not be considered as,
financial product advice and does not and will not form any part of any
contract for the acquisition of entitlements or Resolute shares. The
information in this letter is general information only and does not take into
account your individual objectives, taxation position, financial situation or
needs. If you are unsure of your position, please contact your accountant, tax
advisor, stockbroker or other professional adviser.

United States disclaimer

The entitlements and the New Shares have not been, and will not be, registered
under the U.S. Securities Act of 1933 (the U.S. Securities Act) or the
securities laws of any state or other jurisdiction of the United States, and
the entitlements may not be taken up by, and the New Shares may not be offered
or sold to, any person in the United States unless they are registered under
the U.S. Securities Act (which Resolute is not obligated to do) or are taken
up, offered or sold, as applicable, pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable securities laws of any state or other
jurisdiction of the United States. The entitlements and the New Shares may
only be offered and issued outside the United States in "offshore
transactions" (as defined in Rule 902(h) under the U.S. Securities Act) in
compliance with Regulation S under the U.S. Securities Act.

 

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