REG - Resolute Mining Ltd - Notice under section 708AA(2)(f) of Corps Act 2001

Resolute MiningAnnouncement

10/11/2022 07:01

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RNS Number : 9198F  Resolute Mining Limited  10 November 2022

10 November 2022

 

Notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth)

 

 

This notice is provided by Resolute Mining Limited (ASX/LSE: RSG, Resolute or
the Company) under section 708AA(2)(f) of the Corporations Act 2001 (Cth)
(Corporations Act) as modified by the ASIC Corporations (Non-Traditional
Rights Issue) Instrument 2016/84 and ASIC Corporations (Disregarding Technical
Relief) Instrument 2016/73 (together, the Legislative Instruments).

Resolute has today announced a partially underwritten accelerated
non-renounceable entitlement offer (Entitlement Offer) of 1 new fully paid
ordinary shares (New Shares) in Resolute for every 1.11 fully paid ordinary
shares in Resolute held by eligible shareholders as at 7:00pm (Sydney time) on
Monday, 14 November 2022 (Record Date), along with a placement to certain
institutional investors (Placement), to raise an aggregate amount of between
approximately A$140 million and A$200 million (before costs).

Further details regarding the Entitlement Offer and Placement are set out in
Resolute's ASX announcement and Investor Presentation (Investor Presentation)
released to ASX today.

The retail component of the Entitlement Offer will be extended to eligible
retail shareholders who hold shares on the Record Date with a registered
address in Australia or New Zealand. The institutional component of the
Entitlement Offer will be extended to certain other jurisdictions outside of
Australia and New Zealand as determined by the Company.

With respect to the Entitlement Offer, the Company confirms that:

(a)        the New Shares will be offered for issue without disclosure
to investors under Part 6D.2 of the Corporations Act;

(b)        this notice is being given under section 708AA(2)(f) of the
Corporations Act as modified by the Legislative Instruments;

(c)        as at the date of this notice, the Company has complied
with:

(i)         the provisions of Chapter 2M of the Corporations Act as
they apply to the Company; and

(ii)         sections 674 and 674A of the Corporations Act;

(d)        as at the date of this notice, there is no excluded
information that is 'excluded information' within the meaning of sections
708AA(8) and 708AA(9) of the Corporations Act that is required to be set out
in this notice under section 708AA(7) of the Corporations Act;

(e)        the potential effect of the issue of New Shares under the
Entitlement Offer on the control of the Company, and the consequences of that
effect, will ultimately depend on a number of factors, including the extent to
which eligible shareholders participate in the Entitlement Offer and broader
investor demand. At this time, the issue of the New Shares is not expected to
have a material effect or consequence on the control of the Company. Some
further commentary on the potential effect of control and the consequences of
that effect follows.

(i)         If all eligible shareholders take up all of their
entitlements under the Entitlement Offer, then the Entitlement Offer will have
no material effect on the control of the Company.

(ii)         To the extent that an eligible shareholder does not take
up their entitlement under the Entitlement Offer, that eligible shareholder's
percentage holding in the Company's shares will be diluted by the issue of New
Shares under the Entitlement Offer.

(iii)        So far as the Company is aware and based on substantial
holding notices that have been lodged prior to the date of this notice, there
are no shareholders with voting power of more than 20% in the Company and no
participant in any shortfall will be offered New Shares which would result in
them holding more than 20% of the shares on issue.

(iv)        The aggregate percentage holding in the Company's shares of
its shareholders with registered addresses outside of Australia and New
Zealand, and certain other foreign jurisdictions in which the Company
determines to extend the institutional component of the Entitlement offer to,
will be diluted as a result of the issue of New Shares under the Entitlement
Offer.

(v)        The Entitlement Offer is partially underwritten by Canaccord
Genuity (Australia) Limited and Sprott Capital Partners LP (Underwriters).

(vi)        Although the issue of New Shares (in respect of
entitlements that are not taken up by Eligible Shareholders under the
Entitlement Offer) may increase the voting power in the Company of the
Underwriters or of eligible investors who may be allocated New Shares via the
institutional bookbuild process to be conducted by the Underwriters or through
subunderwriting arrangements with the Underwriters, it is not expected to have
a material effect on the control of the Company.

 

Contact

 Resolute                                         Public Relations

 James Virgo, GM Finance and Investor Relations   Jos Simson / Emily Moss, Tavistock

 contact@rml.com.au                               resolute@tavistock.co.uk

 +61 8 9261 6100                                  +44 207 920 3150 / +44 7788 554 035

 Australian Media                                 Corporate Broker

 Cameron Morse, FTI Consulting                    Jennifer Lee, Berenberg

 cameron.morse@fticonsulting.com                  +44 20 3753 3040

 +61 433 886 871

Authorised by Mr Terry Holohan, Managing Director and Chief Executive Officer

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