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]
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.
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 ELiâ„¢ 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.
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
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/
or on the ASX's website at 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] 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
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.
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 under the Offer and if
the Entitlement Offer is fully subscribed)
|
Approximately 791,834,047
Shares
|
Total gross proceeds of the Offer
(if the Entitlement Offer is fully subscribed)
|
Approximately $9 million
|
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
Offer Booklet and Entitlement and
Acceptance Form made available
|
Monday, 21 October 2024
|
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 Entitlement
Offer
|
Wednesday, 6 November
2024
|
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] 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
Take up all of your Entitlement or take up all of your
Entitlement and apply for additional New Shares under the Top Up
Facility
|
·
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
Entitlement).
·
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
Take up part of your Entitlement
|
·
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 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]
·
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
Do nothing, in which case your Entitlement will lapse and you will
receive no value for those lapsed Entitlements
|
·
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 any payment or
value for them.
·
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
|
2.1
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]
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)
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.
3.1 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.
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.
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.
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
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
5.1
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.
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.
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.
|
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