Apr 103 min
Noble Helium announced a Share Purchase Plan (SPP) to raise up to A$3.5mm by offering existing shareholders new shares at A$0.09/sh (-8.9% from the VWAP over the last 5 days), with a bonus option scheme linked. Funds from the SPP will support the maturation of drilling targets in North Rukwa, exploration in North Nyasa, Eyasi, and Manyara licence areas in Tanzania, potential business development, and general working capital needs. The company's shares dropped ~10% after the news.
Press Release:
Noble Helium Limited is pleased to announce a Share Purchase Plan (“SPP”) to raise up to $3.5 million (before costs).
The Company is pleased to offer Eligible Shareholders (as defined below) the opportunity to participate in the SPP to subscribe for new fully paid ordinary shares in the capital of the Company (SPP Shares) at an issue price of $0.09 per SPP Share. Participants in the SPP will also be invited to apply for one (1) free-attaching Option (exercisable at $0.20 and expiring 30 January 2026) for every three (3) SPP Shares subscribed for and issued (SPP Options). Further details regarding the terms of the SPP are set out below.
Funds raised from the SPP will be used to:
• Mature identified deeper targets in North Rukwa to drill ready;
• Exploration activities at the Company’s North Nyasa, Eyasi and Manyara licence areas in Tanzania;
• Continue to investigate potential business development and new venture opportunities; and
• General Working Capital requirements.
Details of the SPP
The Company will offer shareholders who are registered holders of Shares in the Company at 5.00pm (AEST) on 10 April 2024 (Record Date) with a registered address in Australia or New Zealand (Eligible Shareholders) the ability to participate in the SPP and subscribe for SPP Shares.
The SPP will entitle Eligible Shareholders to subscribe for specific parcels of SPP Shares up to a maximum of $30,000 worth at an issue price of $0.09 per SPP Share. The offer under the SPP will raise up to $3,500,000 (before costs).
The SPP Shares issued to Eligible Shareholders will be issued pursuant to ASX Listing Rule 7.2 (exception 5) and will not utilise any of the Company’s placement capacity under Listing Rules 7.1 and 7.1A. Any SPP Shares offered under the SPP that are not taken up by Eligible Shareholders will make up a shortfall (Shortfall). The placement of any Shortfall is subject to the Company having the capacity to do so under ASX Listing Rule 7.1. Where the Shortfall exceeds the Company’s available placement capacity, the Shortfall will only be placed if shareholder approval is obtained.
Participants in the SPP will also receive one (1) free-attaching Option (exercisable at $0.20 and expiring 30 January 2026) (SPP Options) for every three (3) SPP Shares subscribed for and issued. The SPP Options will be offered separately, after close of the SPP, under a prospectus to be lodged by the Company (Prospectus) and will be issued pursuant to the Company’s placement capacity under Listing Rule 7.1. The Company will apply for quotation of the SPP Options, subject to meeting the ASX’s minimum listing requirements and the issue of the Prospectus in respect of the offer of the SPP Options.
The offer Price represents a 8.9% discount to the volume weighted average market price (VWAP) of Shares over the last five days on which sales of Shares were recorded on ASX immediately prior to the announcement of the SPP, and a 7.2% discount to the closing share price on ASX immediately prior to announcement of the SPP.
Further details regarding the SPP will be set out in an SPP offer booklet (SPP Booklet) to be lodged with ASX on 16 April 2024. Participation in the SPP is optional and the Company reserves the right to scale back any applications under the SPP or to raise a higher amount (subject to the ASX Listing Rules). Eligible Shareholders seeking to participate in the SPP should carefully read the SPP Booklet.
Timetable
The indicative timetable of the SPP is set out below:
Note: The above dates are indicative only and are subject to change at the Company’s discretion. Following lodgement of the Prospectus, the Company also intends to apply for quotation of the existing options (exercisable at $0.20 and expiring 30 January 2026) issued pursuant to the placement announced to ASX on 12 December 2023, subject to meeting the ASX’s minimum listing requirements.
Eligible Shareholders who wish to participate in the SPP will be required to apply for their entitlement and pay the applicable funds in accordance with the instructions in the SPP Booklet, prior to the closing date of the SPP. The Directors reserve their right (subject to the Corporations Act and the ASX Listing Rules) to vary the closing date without prior notice, including closing the SPP early. Accordingly, the Company encourages Shareholders to make payment in respect of their entitlement as soon as possible.