Post by
Einherjar on Aug 25, 2009 11:43am
A$91 Million Equity Raising by Extract Resources
A$91 Million Equity Raising by Extract Resources
SOUTH PERTH, WESTERN AUSTRALIA--(Marketwire - Aug. 25, 2009) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES.
ExtractResources Ltd ("Extract" or the "Company") (ASX:EXT)(TSX:EXT) haslaunched a A$91 million equity raising by way of a non-renounceablepro-rata offer to eligible shareholders and a private placement toaccredited institutional investors.
The equity raising comprises:
-A one for 35 non-renounceable pro-rata offer of Extract ordinary shares("New Shares") at an issue price of A$7.75 per New Share, a 19.9%discount to the theoretical ex-rights price(1), to raise A$50.7 million("Entitlement Offer"); and
- The sale on an underwritten privateplacement basis of 5.2 million Special Warrants ("Placement"), at anissue price of A$7.75 per Special Warrant, for gross proceeds of A$40.3million. The Placement will be made outside of Australia, and isexpected to be made mainly in Canada and the United States.
(1)Theoretical ex-rights price of $9.67 calculated using Extract's closingprice on 25 August 2009 and assuming proceeds from the EntitlementOffer of A$50.7 million.
Proceeds of the Entitlement Offer andthe Placement will be used to accelerate exploration activities at theRossing South project in Namibia including accelerating and increasingthe drilling programmes for Zones 1 and 2 and to extend and acceleratethe regional exploration programme which will include areas ofidentified mineralisation located South of Zone 2. Proceeds will alsobe used for the Definitive Feasibility Study and for working capitaland general corporate purposes.
Peter McIntyre, ManagingDirector of Extract, said "Rossing South continues to deliver in termsof expanding an already world class resource and the equity raising isexpected to allow Extract to significantly accelerate the explorationprogram. This equity raising, together with completion of the RossingSouth Definitive Feasibility Study is expected to assist in developingRossing South through the next phase."
Entitlement Offer
TheEntitlement Offer comprises a non-renounceable pro rata offer of NewShares to eligible shareholders. Eligible shareholders will be entitledto apply for one New Share for every 35 Extract shares ("Shares") heldat an issue price of A$7.75 each per New Share. A maximum of 6.54million New Shares will be issued under the Offer, raising up to A$50.7million. The New Shares will rank equally with the Company's existingShares on issue.
Extract's three largest shareholders KalahariUranium Limited (40%), Rio Tinto International Holdings Australia PtyLimited (15%) and Polo Resources Limited (10%) have each providedirrevocable commitments to apply for their full entitlements in theEntitlement Offer and each to subscribe for any shortfall from theEntitlement Offer in the same proportion as their holding in Extract asat the Record Date.
The Record Date for the Entitlement Offerwill be 5.00pm (AWST) Monday, 7 September and existing Shares will bequoted on an ex-entitlement basis on Tuesday, 1 September. Furtherdetails of the Entitlement Offer will be set out in the offer documentwhich is expected to be released to ASX on Friday 28 August andprovided to eligible Extract shareholders by mid-September.
Placement
TheCompany has entered into an agreement with underwriters led by BMOCapital Markets ("BMO") and including Haywood Securities Inc.("Haywood") who have agreed to purchase, on an underwritten privateplacement basis 5.2 million Special Warrants of the Company at an issueprice of A$7.75 per Special Warrant, for gross proceeds of A$40.3million. Ordinary Shares to be issued upon the automatic exercise ofthe Special Warrants will settle only in Canada on Extract's Canadiansub-register which is typically traded on the Toronto Stock Exchange("TSX").
Each Special Warrant will be automatically exercisedfor no additional consideration into one Share on a one-for-one basis.The Special Warrants shall be automatically exercised at 5:00 p.m.(Toronto time) on the earlier of the following dates: (i) the thirdbusiness day after the date ("Clearance Date") on which a receipt isissued by the securities regulatory authorities in each of theprovinces in Canada other than Quebec ("Qualifying Jurisdictions") fora final prospectus qualifying the Ordinary Shares to be issued onexercise of the Special Warrants; and (ii) the date which is fourmonths and a day after the closing date ("Closing Date") of thePlacement. Special Warrants will not entitle the holder to participatein the Entitlement Offer and the issue of Shares under the EntitlementOffer will not give rise to any adjustment to the number of OrdinaryShares to be issued on exercise of a Special Warrant.
TheClosing Date for the Placement is expected to be on or about 15September 2009. The proceeds of the Placement will be held in escrow,pending the earlier to occur of the time at which BMO shall besatisfied in its sole discretion, acting reasonably, that the maximumamount of approximately A$50.7 million will be raised in theEntitlement Offer, and the Allotment Date of the Entitlement Offer.
TheSpecial Warrants and Ordinary Shares issuable on exercise of theSpecial Warrants are subject to resale restrictions in Canada for aperiod of for months from the closing date. Extract will usecommercially reasonable best efforts to file and obtain a receipt for aprospectus in all Qualifying Jurisdictions within 30 days following therelease of Placement funds from escrow. In the event the Clearance Datehas not occurred by 75 days after the Closing Date, each unexercisedSpecial Warrant will thereafter entitle the holder to acquire 1.05Ordinary Shares.
The closing is subject to receipt of regulatory approvals, including approval of the TSX.
ThePlacement is also subject to an underwriting agreement to be signedwith BMO and Haywood, which will contain such representations,warranties, covenants, conditions, indemnities, termination provisionsand other terms and conditions that are usual for Canadian specialwarrant transactions.
This press release is not an offer tosell, or a solicitation of an offer to buy, any securities. Thesecurities referred to in this press release have not been and will notbe registered under the United States Securities Act of 1933, asamended, and may not be offered or sold in the United States absentregistration or an applicable exemption from registration requirements.
Impact of the equity raising
Extract'sfull year results to 30 June 2009 are still being finalised and subjectto final audit review. The table below provides a preliminaryassessment of the impact of the A$50.7 million equity raising on theCompany's unaudited balance sheet as at 30 June 2009.