Encounter Resources Limited (ASX: ENR) (ENR or the Company) announced on Friday, 29 November 2024 that it would be undertaking a share purchase plan (SPP Offer).
The SPP Offer is now open to eligible ENR shareholders to apply for up to A$30,000 worth of additional fully paid ordinary shares (New Shares) at an issue price of $0.35 (Offer Price) per New Share without incurring brokerage or other transaction costs. ENR is seeking to raise up to A$3.0 million (before costs) under the SPP Offer.1 The SPP Offer is not underwritten.
The Offer Price of New Shares offered under the SPP Offer is the same as the issue price of fully paid ordinary shares in the Company (Shares) offered under the terms of the Company's A$15 million placement announced on Friday, 29 November 2024 (Placement).
The Offer Price represents a discount of 6.7% to ENR's closing Share price on the ASX on Tuesday 26 November 2024 (being the last day on which ENR Shares traded before the SPP Offer was announced) and a 13.2% discount to the volume weighted average price over the last five days on which ENR Shares traded immediately prior to announcement of the SPP Offer. As previously announced on Friday, 29 November 2024, the funds raised under the Placement and SPP Offer, together with existing cash, will be applied to advance exploration for niobium-REE mineralised carbonatites in the West Arunta at ENR's 100% owned Aileron Project, copper exploration in the NT and WA, and general working capital (including the costs associated with the Placement and SPP Offer).
Participation in the SPP Offer is voluntary. New Shares will rank equally with existing Shares on issue from their date of allotment
The SPP Offer is available to all ENR shareholders (Shareholders) with a registered address in Australia (and its external territories) or New Zealand as at the record date of 5:00pm (AWST) on Thursday, 28 November 2024, unless: they hold Shares on behalf of another person who resides outside Australia (and its external territories) or New Zealand; or they are, or are acting for the account or benefit of, a person in the United States, (Eligible Shareholders). Certain Eligible Shareholders who are custodians holding Shares on behalf of certain beneficiaries are also invited to participate in the SPP Offer on the terms and conditions set out in the SPP Offer booklet and accompanying Acceptance Form. The SPP Offer is subject to the terms and conditions set out in the SPP Offer booklet (together with the Acceptance Form), which is available for Eligible Shareholders to view at https://investor.automic.com.au//home. An Invitation Letter with further information on how to participate in the SPP Offer is being sent to Eligible Shareholders today.
As noted below, a copy of the communication to Eligible Shareholders and the SPP Offer booklet is lodged with the ASX today. If you are unable to access the website, please call the Company's share registry from 8:30am to 5:00pm (AEDT) Monday to Friday on 1300 288 664 (callers within Australia) or +61 2 9698 5414 (callers outside Australia). Eligible Shareholders are encouraged to read the SPP Offer booklet carefully, and if in any doubt about whether or not to apply for New Shares under the SPP Offer, to consult with a financial or other professional adviser.
This ASX announcement has been authorised for release by the Board of Encounter Resources Limited. For further information contact: Dan Travers Company Secretary P: +61 8 9486 9455
Disclaimer
An investment in ENR Shares is subject to investment and other known and unknown risks, some of which are beyond the control of ENR, including possible loss of income and capital invested. ENR does not guarantee any particular rate of return or the performance of ENR nor does it guarantee the repayment of capital from ENR or any particular tax treatment. Past performance should not be relied upon as (and is not) an indication of future performance. This document is not an offer or an invitation to acquire ENR Shares or any other financial products and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law. It is for information purposes only. Participation in the SPP Offer is not being offered, directly or indirectly, to any person in the United States or to any person acting for the account or benefit of a person in the United States. This document and any related offering documents must not be mailed or otherwise transmitted or distributed in the United States or any other country outside Australia (and its external territories) and New Zealand. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 (as amended) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act 1933 (as amended) and applicable US state securities laws. This document has been prepared to comply with the requirements of the laws of Australia. This document does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register the New Shares or otherwise permit an offering of New Shares in any jurisdiction outside of Australia except to the extent permitted below. The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of ENR with registered addresses in New Zealand and to whom the offer of New Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 (New Zealand). This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). 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. This document is not financial advice or a recommendation to acquire ENR Shares and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective, investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction. ENR is not licensed to provide financial product advice in respect of ENR Shares. Cooling off rights do not apply to the acquisition of ENR Shares
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