REG - Resolute Mining Ltd - Eligible Shareholders Letter

Resolute MiningAnnouncement

17/11/2022 07:01

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RNS Number : 6977G  Resolute Mining Limited  17 November 2022

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

 

17 November 2022

Dear Shareholder

Resolute Mining Limited accelerated non-renounceable pro-rata entitlement
offer - now open

Resolute Mining Limited (Resolute or Company) (ASX: RSG) (ACN: 097 088 689)
writes to you as an eligible retail shareholder of the Company with a
registered address in Australia, New Zealand or Bermuda as of 7.00pm (AEDT) on
14 November 2022 (Record Date).

How to Access the Offer

1.   ONLINE The Retail Offer Booklet and personalised Entitlement Form
(including the BPAY® payment details) can be accessed via the Company's offer
website:  www.computersharecas.com.au/rsgentitlementoffer
(http://www.computersharecas.com.au/rsgentitlementoffer) .

2.   PAPER Request a paper copy of the Retail Offer Booklet and the
personalised Entitlement Form from Computershare Investor Services Pty
Limited: 1300 850 505 (within Australia) or +61 3 9415 4000 (outside
Australia) at any time between 8:30am and 5:00pm (AEDT) on Monday to Friday.

 

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 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 raising).

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.

The Entitlement Offer comprises three components:

·      an accelerated entitlement offer to eligible institutional and
sophisticated investors (Institutional Entitlement Offer);

·      an institutional shortfall bookbuild where entitlements not taken
up under the Institutional Entitlement Offer and entitlements of Ineligible
Institutional Shareholders were sold to investors through a bookbuild process
on Friday, 11 November 2022 at the Offer Price; and

·      a retail entitlement offer for the remaining eligible
shareholders with a registered address in Australia, New Zealand or Bermuda
and who are outside the United States as at the Record Date (Retail
Entitlement Offer).

Resolute writes to you as a registered eligible shareholder of the Company as
at the Record Date. As an eligible shareholder, you will be offered an
allocation of 1 New Share for every 1.11 Resolute shares that you held as at
the Record Date if (and only if) application monies are received via BPAY®
prior to the closing date of the Entitlement Offer in accordance with the
Retail Offer Booklet and your personalised entitlement form (Entitlement
Form).

The Offer Price, as at the last trading day prior to the announcement of the
Entitlement Offer (9 November 2022), represents a:

·      22.0% discount to the closing price of A$0.205 1 ;

·      23.1% discount to the 5-day volume weighted average price (VWAP)
of A$0.208 2 ; and

·      12.7% discount to the Theoretical Ex-Rights Price (TERP) 3  of
A$0.183.

The Retail Entitlement Offer will be open from Thursday, 17 November 2022
until 5.00 pm (AEDT) on Monday, 5 December 2022. Resolute encourages you to
access the Retail Offer Booklet online by following the instructions on the
Company's offer website (www.computersharecas.com.au/rsgentitlementoffer).

Access the Offer

An electronic version of the Retail Offer Booklet is available to eligible
shareholders, together with a personalised Entitlement Form, which will
accompany the Retail Offer Booklet, at the Resolute Retail Entitlement Offer
website (www.computersharecas.com.au/rsgentitlementoffer
(http://www.computersharecas.com.au/rsgentitlementoffer) ).

A printed copy of the Retail Offer Booklet and personalised Entitlement Form
is also available upon request by calling the Resolute Retail Entitlement
Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000
(outside Australia) at any time between 8:30am and 5:00pm (AEDT).

Anyone who wants to acquire shares under the Retail Entitlement Offer will
need to follow the "How to apply" and "How to pay" instructions in Sections 4
and 5 of the Retail Offer Booklet.

Eligible shareholders who do not take up their entitlement under the Retail
Entitlement Offer in full or in part will not receive any value in respect of
those entitlements not taken up and will have their interest in Resolute
diluted as a result.

Actions required by eligible retail shareholders

The number of New Shares to which eligible shareholders are entitled (Your
Entitlement) is shown on the personalised Entitlement Form that accompanies
the Retail Offer Booklet, which can be accessed by entering your personal
details (which are set out at the top of this letter) at the Resolute Retail
Entitlement Offer website: (www.computersharecas.com.au/rsgentitlementoffer
(http://www.computersharecas.com.au/rsgentitlementoffer) ).

The choices available to eligible retail shareholders are described in the
Retail Offer Booklet. In summary, eligible retail shareholders may:

·      take up all or part of Your Entitlement;

·      provided you are not a related party of Resolute, take up all of
Your Entitlement and also apply for up to 50% of Your Entitlement, in addition
to Your Entitlement, as additional New Shares pursuant to the oversubscription
facility; or

·      do nothing, in which case Your Entitlement will lapse and you
will receive no value for those lapsed entitlements.

The Company and the Joint Lead Managers may scale back any oversubscriptions
in their absolute discretion. For further detail, see Section 4 of the Retail
Offer Booklet.

If you wish to take up all or part of Your Entitlement, please pay your
application monies via BPAY® by following the instructions set out in your
personalised Entitlement Form by no later than 5.00pm (AEDT) on Monday, 5
December 2022 (see Section 4 of the Retail Offer Booklet).  Your Entitlement
is personal to you and cannot be sold or traded on ASX or any other securities
exchange, assigned or otherwise dealt with.

 

Questions

If you have any queries about the Retail Entitlement Offer, please contact 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) during the Retail Entitlement Offer period.

 

Yours sincerely

 

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 2001 (Cth) (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. 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

This letter, the Retail Offer Booklet, the Entitlement Form and each other
announcement in relation to the Entitlement Offer do not constitute an offer
to sell, or the solicitation of an offer to buy, any securities in the United
States or in any other jurisdiction in which such an offer or solicitation
would be illegal. None of this letter, the Retail Offer Booklet, the
Entitlement Form nor any other announcement in relation to the Entitlement
Offer may be distributed or released in the United States.  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.

 

 1  Based on ASX trading only, not LSE.

 2  Based on ASX trading only, not LSE.

 3  The TERP is the theoretical price at which Resolute shares should trade
immediately after the ex-date for the Entitlement Offer.  TERP is a
theoretical calculation only and the actual price at which Resolute shares may
trade immediately after the ex-date for the Entitlement Offer will depend on
many factors and may not equate to TERP.  TERP is calculated by reference to
Resolute's closing price of A$0.205 on 9 November 2022 and the aggregate A$164
million underwritten component of the Entitlement Offer and the institutional
placement conducted concurrently with the Entitlement Offer.

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