Constellation Resources Limited (the 'Company' or 'Constellation') is pleased to advise that the Offer Document and Application Forms in respect to the Company's one (1) for three (3) non-renounceable pro-rata entitlement offer ('Entitlement Offer') have been dispatched to eligible shareholders.
The Entitlement Offer opens today, 30 May 2025, and is currently scheduled to close at 5.00pm (AWST) on 16 June 2025. Under the Entitlement Offer, eligible shareholders will be offered the opportunity to purchase one (1) new fully paid ordinary share in Constellation ('New Shares') for every three (3) fully paid ordinary shares in Constellation held on 28 May 2025 ('Record Date'), at an issue price of $0.12 per New Share.
Eligible shareholders with a registered address in Australia, New Zealand, Germany or the United Kingdom as at the Record Date have been sent an Offer Document and accompanying personalised entitlement and acceptance form. Ineligible shareholders have been sent the attached notice.
This announcement has been authorised for release by the Company's Company Secretary. For further information, please contact: Peter Woodman Peter Muccilli Managing Director Technical Director Tel: +61 8 9322 6322 Tel: +61 8 9322 6322
Non-Renounceable Entitlement Offer -
Ineligible Shareholders I am writing to you as the registered holder of shares in Constellation Resources Limited (Company) with a registered address outside of Australia, New Zealand, Germany and the United Kingdom. On 22 May 2025, the Company announced that it was undertaking a non-renounceable pro rata offer of securities to its shareholders on the basis of one (1) new fully paid ordinary share in the Company (New Share) for every three (3) shares held at the record date at an issue price of A$0.12 per New Share, to raise approximately $2.52 million (before costs) (Entitlement Offer). The Entitlement Offer is being made by way of an offer document in accordance with section 708AA of the Corporations Act 2001 (Cth) (Corporations Act), as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84, meaning that no prospectus needs to be prepared. An offer document in relation to the Entitlement Offer has been lodged with the ASX and will be mailed to Eligible Shareholders (as defined below) on or around 30 May 2025. The offer document is available on both the Company's website www.constellationresources.com.au and the ASX website www.asx.com.au. This is a letter to inform you that you are not an Eligible Shareholder for the purposes of the Entitlement Offer. This letter is not an offer to issue New Shares to you, nor an invitation to apply for New Shares. You are not required to do anything in response to this letter.
The Company has determined, pursuant to section 9A of the Corporations Act and ASX Listing Rule 7.7.1(a), that it would be unreasonable to make offers pursuant to the Entitlement Offer to shareholders of the Company who are not Eligible Shareholders (Ineligible Shareholders). This is due to the legal and regulatory requirements in countries other than Australia, New Zealand, Germany and the United Kingdom and the potential costs to the Company of complying with these requirements, compared with the relatively small number of shareholders in those countries, the relatively small number of existing Shares that they hold and the relatively low value of New Shares to which those Ineligible Shareholders would otherwise be entitled to subscribe for.
Unfortunately, according to our records, you do not satisfy the eligibility criteria for an Eligible Shareholder as stated above. Accordingly, in compliance with ASX Listing Rule 7.7.1(b) and section 9A(3) of the Corporations Act, the Company wishes to advise you that it will not be extending the Entitlement Offer to you. You will not be sent the documents relating to the Entitlement Offer or be able to subscribe for New Shares under the Entitlement Offer. 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 the Company. The Company and each of its advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents 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. If you have any questions in relation to any of the above matters, please contact the Company on (08) 9322 6322 from 9:00am to 5:00pm (AWST), Monday to Friday, during the Entitlement Offer period. For other questions, you should consult your broker, solicitor, accountant, financial adviser, or other professional adviser. On behalf of the Company, we regret that you are not eligible to participate in the Entitlement Offer and thank you for your continued support.
Contact:
Tel: +61 8 9322 6322
Fax: +61 8 9322 6558
Email: info@constellationresources.com.au
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