Source - LSE Regulatory
RNS Number : 6933W
Danakali Limited
27 April 2021
 

Announcement

Tuesday, 27 April 2021

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR") WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

ASX Trading Halt & Proposed Fundraise

 

Danakali Limited (ASX: DNK, LSE: DNK) (Danakali or the Company) wishes to advise shareholders in the United Kingdom that the Company has received approval from the Australian Securities Exchange (ASX) to halt trading in its ordinary shares quoted on the ASX on 27 April 2021 (AEST) in accordance with ASX Listing Rule 17.1 in order to undertake a capital raising.  Trading in the Company's shares on LSE is unaffected.

The capital raising is being conducted in Australia and the UK. It will take place in a single tranche within the Company's existing placement capacity under ASX Listing Rules 7.1 and 7.1A and will not exceed a level that would require the publication of a prospectus in the UK, resulting in a maximum capacity to issue up to  63 million ordinary shares. The UK Placing is being conducted by Shore Capital as sole bookrunner in the UK and is subject to the terms and conditions set out in the Appendix to this announcement.

Subject to agreement on timing and priorities with our partners and regulators in Eritrea and the final amount raised, the proceeds of the capital raising will be used by CMSC for early works at the Company's Colluli SOP Project, including site road development, geophysical investigation, reverse osmosis plant completion and installation, exploration camp relocation and RA International mine camp installation. In addition, proceeds will be used towards detailed engineering and test work for the Project and for general working capital requirements. 

The trading halt has been undertaken to assist the Company in regard to the capital raising. The Company expects trading in its shares to resume on the ASX on Thursday 29 April 2021 and will provide the market with an update on its capital raising in due course. Trading in the Company's shares on LSE will continue during this period.

This Announcement is authorised for release by Seamus Cornelius, Executive Chairman of Danakali Limited.

For more information, please contact:

 

Danakali

 

Seamus Cornelius

Executive Chairman

+61 8 6266 8368

Mark Riseley

Head of Corporate Development

+61 8 6266 8368

 

Shore Capital - UK Bookrunner & Corporate Broker

Jerry Keen (Corporate Broking)

Toby Gibbs / James Thomas (Corporate Advisory)

+44 207 408 4090

 

Visit the Company's website: www.danakali.com

Follow Danakali on LinkedIn: www.linkedin.com/company/danakali-limited

Subscribe to Danakali on YouTube: www.youtube.com/channel/UChGKN4-M4lOvPKxs9b-IJvw

 

About Danakali

 

Danakali Limited (ASX: DNK, LSE: DNK) (Danakali, or the Company) is an ASX- and LSE-listed potash company focused on the development of the Colluli Sulphate of Potash Project (Colluli or the Project). The Project is 100% owned by the Colluli Mining Share Company (CMSC), a 50:50 joint venture between Danakali and the Eritrean National Mining Corporation (ENAMCO).

 

The Project is located in the Danakil Depression region of Eritrea, East Africa, and is ~75km from the Red Sea coast, making it one of the most accessible potash deposits globally. Mineralisation within the Colluli resource commences at just 16m, making it the world's shallowest known potash deposit. The resource is amenable to open cut mining, which allows higher overall resource recovery to be achieved, is generally safer than underground mining, and is highly advantageous for modular growth.

 

The Company has completed a Front End Engineering Design (FEED) for the production of potassium sulphate, otherwise known as Sulphate of Potash or SOP. SOP is a chloride free, specialty fertiliser which carries a substantial price premium relative to the more common potash type; potassium chloride (or MOP). Economic resources for production of SOP are geologically scarce. The unique composition of the Colluli resource favours low energy input, high potassium yield conversion to SOP using commercially proven technology. One of the key advantages of the resource is that the salts are present in solid form (in contrast with production of SOP from brines) which reduces infrastructure costs and substantially reduces the time required to achieve full production capacity.

 

The resource is favourably positioned to supply the world's fastest growing markets. A binding take-or-pay offtake agreement has been confirmed with EuroChem Trading GmbH (EuroChem) for up to 100% (minimum 87%) of Colluli Module I SOP production.

 

Development Finance Institutions, Africa Finance Corporation (AFC) and African Export Import Bank (Afreximbank), have obtained formal credit approval to provide CMSC with US$200M in senior debt finance. The credit documentation was executed in December 2019, allowing drawdown of CMSC senior debt on satisfaction of customary conditions precedent. This represents the majority of funding required for the development and construction of the Colluli. AFC has also made a strategic equity investment in Danakali of US$21.5M (A$31.8M) allowing the commencement of the development for the Project.

 

Project execution has commenced and SOP production is expected during 2022. The Company's vision is to bring Colluli into production using the principles of risk management, resource utilisation and modularity, using the starting module (Module I) as a growth platform to develop the resource to its full potential.

 

Disclaimer

 

The information in this document is published to inform you about Danakali and its activities. Danakali has endeavoured to ensure that the information enclosed is accurate at the time of release, and that it accurately reflects the Company's intentions. To the extent permitted by law, the Company accepts no responsibility or liability for any losses or damages of any kind arising out of the use of any information contained in this document. Recipients should make their own enquiries in relation to any investment decisions.

 

No representation or warranty, express or implied, is or will be made by or on behalf of the Company, and no responsibility or liability is or will be accepted by the Company or its affiliates, as to the accuracy, completeness or verification of the information set out in this announcement, and nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. The Company and each of its affiliates accordingly disclaims, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

 

The distribution of this announcement outside the United Kingdom may be restricted by law and therefore any persons outside the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions in connection with the distribution of this announcement. Any failure to comply with such restrictions may constitute a violation of the securities laws of any jurisdiction outside the United Kingdom.

 

 This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

IMPORTANT NOTICES

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), JAPAN, THE REPUBLIC OF SOUTH AFRICA,  OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This Announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Japan, the Republic of South Africa, or any other jurisdiction in which such release, publication or distribution would be unlawful.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States.

No action has been taken by the Company, the Sole Bookrunner or any of its affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents (collectively, "Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

This Announcement is directed at and is only being distributed to: (a) persons in member states of the European Economic Area who are "qualified investors", as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") ("Qualified Investors"), (b) persons in the United Kingdom, who are qualified investors, being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the " UK Prospectus Regulation"), and who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order and (ii) are Qualified Investors, or (c) otherwise, persons to whom it may otherwise lawfully be communicated (each such person in (a), (b) and (c), a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such prospectus is required (in accordance with either the Prospectus Regulation or the UK Prospectus Regulation) to be published.

Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward ‐ looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward ‐ looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward ‐ looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company and the Sole Bookrunner expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation

Shore Capital Stockbrokers Limited is regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the UK Placing, and Shore Capital Stockbrokers Limited  will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the UK Placing or any other matters referred to in this Announcement.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Sole Bookrunner (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) and/or by any of its affiliates and/or any of its Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of the Sole Bookrunner and/or any of its affiliates and/or by any of their respective Representatives in connection with the Company, the Placing Shares or the UK Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by the Sole Bookrunner and/or any of its affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the UK Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the main market for listed securities of the London Stock Exchange and the Australian Stock Exchange.

The Appendix to this Announcement sets out the terms and conditions of the UK Placing. By participating in the UK Placing, each Placee will be deemed to have read and understood this Announcement (including the Appendix) in its entirety, to be participating in the UK Placing and making an offer to acquire and acquiring Placing Shares on the terms and subject to the conditions set out in the Appendix to this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.

Members of the public are not eligible to take part in the UK Placing and no public offering of Placing Shares is being or will be made.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as respectively defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Sole Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

Appendix I

Terms and Conditions of the UK Placing for invited Placees only

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"), AND WHO ARE (I) PERSONS FALLING WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.

THE PLACING SHARES WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (SUBJECT TO CERTAIN LIMITED EXCEPTIONS). THE PLACING SHARES MAY ONLY BE OFFERED OR SOLD  OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT TO REGULATION S UNDER THE US SECURITIES ACT ("REGULATION S").

NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, CANADA, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.

Unless otherwise stated, capitalised terms in this Appendix have the meanings ascribed to them in Appendix 2.

This Announcement is for information purposes only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States (including its territories and possessions, any state of the United States and the District of Columbia),  Canada, Australia, New Zealand, South Africa  Japan or Hong Kong (each a "Restricted Territory") or in any other jurisdiction where such offer or solicitation is unlawful. No public offering of securities will be made in connection with the UK Placing in the United Kingdom, Canada, the United States, Australia, New Zealand, South Africa, Japan, Hong Kong or any other Restricted Territory or elsewhere.

This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in any Restricted Territory or in any other jurisdiction in which such release, publication or distribution is unlawful. The distribution of this Announcement and the UK Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Shore Capital Stockbrokers Limited ("Shore Capital") (the "Sole Bookrunner"), or any of their respective Affiliates, or any of their, or their respective Affiliates', partners, directors, officers, members, employees, agents or advisers which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by each of the Company and the Sole Bookrunner to inform themselves about, and to observe, any such restrictions.

This Announcement (without the appendix) may be released, published or distributed by the Company in accordance with its continuous disclosure requirements under applicable securities laws and the requirements of the London Stock Exchange ("LSE") and the Australian Securities Exchange ("ASX").

All offers of the Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under either the Prospectus Regulation or the UK Prospectus Regulation, as applicable. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.

Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or in any other jurisdiction where such offer or sale is unlawful or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory or in any other jurisdiction where such offer or sale is unlawful.

This Announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Australian Corporations Act 2001 (the "Corporations Act") or a product disclosure statement under Chapter 7 of the Corporations Act and will not be lodged with the Australian Securities and Investments Commission. No offer of securities may be made in Australia under the UK Placing except to a person who is (i) either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act; and (ii) a "wholesale client" for the purposes of section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect. No securities may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.

By participating in the UK Placing, Placees (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given will (i) be deemed to have read and understood this Announcement, in its entirety; and (ii) be making such offer on the terms and conditions contained in this Appendix, including being deemed to be providing (and shall only be permitted to participate in the UK Placing on the basis that they have provided) the representations, warranties, indemnities, acknowledgements and undertakings set out herein.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges that:

(a)        it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

(b)        except as otherwise permitted by the Company and the Sole Bookrunner and subject to any available exemptions from applicable securities laws, it and any account with respect to which it exercises sole investment discretion, is located outside the United States subscribing for the Placing Shares as part of "offshore transactions" as defined in and in reliance on Regulation S under the US Securities Act; and

(c)        if it is a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation or the UK Prospectus Regulation, as applicable, that it understands the resale and transfer restrictions set out in this Appendix and that any Placing Shares acquired by it in the UK Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to EEA Qualified Investors or in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of the Sole Bookrunner has been given to each such proposed offer or resale.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE UK PLACING

Defined terms used in this Appendix 1 are set out in Appendix 2.

The Fundraise

The Fundraise will comprise the Australian Placing which is being conducted by Euroz Hartleys and the UK Placing which is being conducted by Shore Capital as Sole Bookrunner. It will take place in a single tranche within the Company's existing placement capacity under ASX Listing Rules 7.1 and 7.1A and will not exceed a level that would require the publication of a prospectus in the UK, resulting in the maximum of up to  63 million ordinary shares being available to issue.

Subject to agreement on timing and priorities with its partners and regulators in Eritrea and the final amount raised, the proceeds of the Fundraise will be used by CMSC for early works at the Company's Colluli SOP Project, including site road development, geophysical investigation, reverse osmosis plant completion and installation, exploration camp relocation and RA International mine camp installation. In addition, proceeds will be used towards detailed engineering and test work for the Project and for general working capital requirements. 

The Australian Placing will determine a single price per new Ordinary Share in Australian cents and the number of shares to be issued as part of the Australian Placing. 

The UK Placing will be conducted through an accelerated bookbuild and the new Ordinary Shares placed in the UK Placing will be placed at a price in pence equivalent to the placing price in Australian cents at the time of the Bookbuild.  The Bookbuild in will also determine the number of new Ordinary Shares to be placed in the UK Placing.

Bookbuild

Following the release of this Announcement, the Sole Bookrunner will commence an accelerated bookbuilding process in respect of the UK Placing (the "Bookbuild") to determine demand for participation in the UK Placing by Placees. The books will open with immediate effect following release of this Announcement. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. Members of the public are not entitled to participate in the UK Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the UK Placing.

The Sole Bookrunner and the Company shall be entitled to effect the UK Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine. To the extent that the Sole Bookrunner does not procure subscribers for the UK Placing, the Sole Bookrunner will not be required itself to subscribe for such shares.

Details of the Placing Agreement and the Placing Shares

The Bookrunner is acting as placement agent in connection with the UK Placing. The Bookrunner has entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, the Bookrunner has agreed, as agent for the Company, severally to use reasonable endeavours to procure Placees for Placing Shares 

The number of Placing Shares in the UK Placing and the UK Placing Price will be determined following completion of the Bookbuild and the bookbuild for the Australian Placing and set out in the term sheet to be entered into between Sole Bookrunner and the Company (the "Term Sheet"). The final number of Placing Shares and their allocations will be decided at the close of the Bookbuild. The timing of the closing of the bookbuild will be at the discretion of the  Sole Bookrunner. Details of the number of Placing Shares and the UK Placing Price will be announced as soon as practicable after the close of the Bookbuild.

The UK Placing is not being underwritten by the Sole Bookrunner or any of its affiliates.

The Placing Shares will, when issued, be subject to the constitution of the Company, fully paid and will rank pari passu in all respects with the existing ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of issue of the Placing Shares. The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Applications for admission to listing on the Official List and to trading on the London Stock Exchange and the Australian Securities Exchange

Application will be made for the Placing Shares to be admitted to the Official List of the FCA and to the London Stock Exchange for admission to trading of the Placing Shares on the Main Market of the LSE ("LSE Admission") and for the Placing Shares to be granted official quotation for trading on the ASX ("ASX Admission") (LSE Admission and ASX Admission together being "Admission"). It is expected that ASX Admission will take place on or around 10.00 a.m. (AEST) on 6 May 2021 and that dealings in the Placing Shares on the LSE will commence at 8.00 a.m. (London time) on 6 May 2021.

Participation in, and principal terms of, the UK Placing.

1.     The Sole Bookrunner is arranging the UK Placing as agent of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Sole Bookrunner. Each of the Sole Bookrunner and its Affiliates are entitled to enter bids as principal in the Bookbuild.

2.     The Bookbuild, if successful, will establish the number of Placing Shares which will be included in the UK Placing and the UK Placing Price, being a single price payable to the Sole Bookrunner by all Placees who are successful. The number of Placing Shares, the UK Placing Price and the aggregate proceeds to be raised through the UK Placing will be agreed between the Sole Bookrunner and the Company following completion of the Bookbuild.

3.     To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at the Sole Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire either at the UK Placing Price, which is ultimately established by the Company and the Sole Bookrunner or at prices up to a price limit specified in its bid. Bids in the Bookbuild may be scaled down by the Sole Bookrunner on the basis referred to in paragraph 6 below.

4.     The Bookbuild is expected to close no later than 12 noon  (London time) on 28 April 2021, being the first Business Day after date of this Announcement, but may be closed earlier or later, at the absolute discretion of the Sole Bookrunner. The Sole Bookrunner may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

5.     Each Placee's allocation will be confirmed to Placees either orally or by email by the Sole Bookrunner following the close of the Bookbuild, and a contract note will be dispatched as soon as possible thereafter. Subject to paragraph 7 below, the Sole Bookrunner's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Sole Bookrunner and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the UK Placing Price on the terms and conditions set out in this Appendix.

6.     Subject to paragraphs 2 and 3 above, the Sole Bookrunner will, in effecting the UK Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares and may not accept or scale down any bids for this purpose on such basis as they may determine. The Sole Bookrunner may also, notwithstanding paragraphs 2 and 3 above and subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the relevant Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of the Sole Bookrunner.

7.     A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the Sole Bookrunner's and the Company's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Sole Bookrunner, to pay it (or its assignee or as it may direct) in cleared funds an amount equal to the product of the UK Placing Price and the number of Placing Shares that such Placee has agreed to acquire.

8.     Except as required by law or regulation, no press release or other announcement will be made by Sole Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

9.     Irrespective of the time at which a Placee's allocation(s) pursuant to the UK Placing(s) is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the UK Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".

10.  All obligations under the Bookbuild and the UK Placing will be subject to satisfaction, fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the UK Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".

11.  By participating in a Bookbuild, each Placee agrees that its rights and obligations in respect of the UK Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by the Sole Bookrunner.

12.  To the fullest extent permissible by law, none of the Sole Bookrunner,  the Company nor any of their respective Affiliates shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Sole Bookrunner, nor the Company, nor any of their respective Affiliates shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Sole Bookrunner's conduct of the Bookbuild  or of such alternative method of effecting the UK Placing as the Sole Bookrunner, their respective Affiliates and the Company may agree or determine.

 

Conditions of the UK Placing

The UK Placing is conditional upon the Placing Agreement becoming unconditional in respect of the UK Placing and not having been terminated in accordance with its terms. The Sole Bookrunner's obligations under the Placing Agreement with respect to the UK Placing are conditional on certain conditions, including (without limitation):

1.     the Australian Placing becoming unconditional (other than in respect of ASX Admission) and not having been terminated;

2.     the Company complying with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to ASX Admission;

3.     the representations and warranties of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement, the date of the Term Sheet and the date of ASX Admission, as though they had been given and made on such dates by reference to the facts and circumstances then subsisting; and

4.     ASX Admission taking place not later than 10.00 a.m. (AEST) on 6 May 2021 (or such later time and/or date as may be agreed between the Company and the Sole Bookrunner, being not later than the Long Stop Date).

 

If: (i) any of the conditions contained in the Placing Agreement, including (without limitation) those described above, are not fulfilled or (where applicable) waived by the Sole Bookrunner by the relevant time or date specified (or such later time or date as the Company and the Sole Bookrunner may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the UK Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

The Sole Bookrunner may, at its absolute discretion waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement (to the extent that the Sole Bookrunner is capable of waiving such condition). Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Company, the Sole Bookrunner nor any of their respective Affiliates, nor any of its or their respective Affiliates' partners, directors, officers, employees, agents or advisers shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it or another person may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the UK Placing nor for any decision it may make as to the satisfaction of any condition or in respect of the UK Placing generally and by participating in the UK Placing each Placee agrees that any such decision is within the absolute discretion of the Sole Bookrunner.

By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.

Termination of the Placing Agreement

The Sole Bookrunner is entitled at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if:

1.     if the Company has failed to comply with any of its obligations contained in the Placing Agreement; or

2.     any of the representations or warranties of the Company contained in the Placing Agreement was, when given, untrue, inaccurate or misleading or is not, or has ceased to be, true, accurate or not misleading (or would not be true, accurate or not misleading if then repeated) by reference to the facts subsisting at the time; or

3.     any of the Conditions of the UK Placing have (i) become incapable of satisfaction or (ii) not been satisfied before the latest time provided in the Placing Agreement and have not been waived if capable of being waived by the Sole Bookrunner; or

4.     there has occurred, in the Sole Bookrunner's opinion, acting in good faith, a Material Adverse Change (as defined in the Placing Agreement); or

5.     the occurrence of a market disruption or force majeure events, each as specified in the Placing Agreement; or

6.     the Australian Placing is terminated prior to ASX Admission.

 

No prospectus

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the UK Placing, and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement and any Exchange Information (as defined below) previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to the further terms set forth in the contract note (referred to in paragraph 5 above under "Participation in, and principal terms of, the UK Placing") to be provided to individual prospective Placees.

Each Placee, by participating in the UK Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to the Sole Bookrunner and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or the Sole Bookrunner or their respective Affiliates or any other person and none of the Sole Bookrunner nor the Company, nor any of their respective Affiliates nor any other person will be liable for any Placee's decision to participate in the UK Placing (or either of them) based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the UK Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in making an offer to participate in the UK Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Lock-up

As part of the UK Placing, the Company has agreed that it will not issue or sell any ordinary shares for a period of 90 days after ASX Admission without prior consent from the Sole Bookrunner. This agreement is subject to certain customary exceptions and does not prevent the Company from granting options, and allotting and issuing ordinary shares pursuant to options granted to employees in the normal course of business.

By participating in the UK Placing, Placees agree that the exercise by the Sole Bookrunner of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Sole Bookrunner and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: AU000000DK9) following Admission will take place within the relevant system administered by Euroclear ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, the Sole Bookrunner and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the UK Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the UK Placing Price, the aggregate amount owed by such Placee to the Sole Bookrunner and settlement instructions.  It is expected that such contract note will be despatched on or around 29 April 2021 and that this will also be the trade date. 

Each Placee agrees that it will do all things necessary to ensure that delivery and payment for any Placing Shares is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Shore Capital.

The Company will deliver the relevant Placing Shares to a CREST account operated by the Sole Bookrunner as agent for the Company and the Sole Bookrunner will enter its delivery (DEL) instruction into the CREST system. The Sole Bookrunner will hold any Placing Shares delivered to this account as nominee for the relevant Placees procured by it. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.It is expected that settlement of the Placing Shares will be on 6 May 2021 on a T+4 basis (in the UK)  in accordance with the instructions given by the Sole Bookrunner.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above Barclays Bank PLC as determined by the Sole Bookrunner.

Each Placee agrees that, if it does not comply with these obligations, the Sole Bookrunner may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. The foregoing is without prejudice to any cause of action the Sole Bookrunner may have against a defaulting Placee.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject to as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither the Sole Bookrunner nor the Company shall be responsible for the payment thereof.

Representations and warranties

By submitting a bid and/or participating in the UK Placing each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each of the Sole Bookrunner (in its capacity as placing agent in respect of the UK Placing) and the Company, in each case as a fundamental term of its application for Placing Shares the following:

1.     it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for and purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute, duplicate or otherwise transmit this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the UK Placing, the Company, the Placing Shares or otherwise;

2.     that no offering document or prospectus or admission document has been or will be prepared in connection with the  UK Placing or is required under the Prospectus Regulation or the UK Prospectus Regulation and it has not received and will not receive a prospectus, admission document or other offering document in connection with Admission, the Bookbuild, the Company, the UK Placing or the Placing Shares;

3.     time is of the essence as regards its obligations under this Announcement;

4.     any document that is to be sent to it in connection with the UK Placing will be sent at its risk and may be sent to it at any address provided by it to the Sole Bookrunner;

5.     that the Ordinary Shares are admitted to trading on the main market of the LSE and listed on the ASX and that the Company is therefore required to publish certain business and financial information in accordance with the Listing Rules, MAR or applicable law, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information;

6.     that none of the Sole Bookrunner nor the Company nor any of their respective Affiliates nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Bookbuild, the UK Placing or the Company or any other person other than this Announcement, nor has it requested any of the Sole Bookrunner, the Company, or any of their respective Affiliates nor any person acting on behalf of any of them to provide it with any such material or information;

7.     unless otherwise specifically agreed with the Sole Bookrunner, that it is not, and at the time the Placing Shares are acquired neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares, and further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified for offer and sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in whole or in part, in, into or within those jurisdictions or in any other country or jurisdiction where any such action for that purpose is required;

8.     that the content of this Announcement is exclusively the responsibility of the Company and that none of the Sole Bookrunner nor any of its Affiliates nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the UK Placing is based on any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or otherwise;

9.     that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any other Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Sole Bookrunner or the Company or any of respective Affiliates and none of the Sole Bookrunner nor the Company nor any of their respective Affiliates or any person acting on any of their respective behalf will be liable for any Placee's decision to accept an invitation to participate in the UK Placing based on any other information, representation, warranty or statement;

10.  that it has relied on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the UK Placing and that none of the Sole Bookrunner nor any of its Affiliates nor any person acting on any of their respective behalf have made any representations to it, express or implied, with respect to the Company, the Bookbuild or the UK Placing or the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, and each of them expressly disclaims any liability in respect thereof;

11.  that it has not relied on any information relating to the Company contained in any research reports prepared by the Sole Bookrunner or any of its Affiliates or any person acting on the Sole Bookrunner or any of its behalf and understands that (i) none of the Sole Bookrunner nor any of its Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of the Sole Bookrunner nor any of its  Affiliates nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) none of the Sole Bookrunner nor any of its Affiliates nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

12.  that the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that it is not participating in the UK Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

13.  that it acknowledges that no action has been or will be taken by the Company, the Sole Bookrunner, nor any person acting on behalf of the Company, that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

14.  that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Sole Bookrunner, the Company or any of its Affiliates acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the UK Placing;

15.  that it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the UK Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

16.  that it has complied with its obligations under the Criminal Justice Act 1993, MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, the Sole Bookrunner have not received such satisfactory evidence, the Sole Bookrunner may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Sole Bookrunner will be returned without interest to the account of the drawee bank or CREST or CHESS account from which they were originally debited;

17.  that it is acting as principal only in respect of the UK Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Sole Bookrunner and the Company for the performance of all its obligations as a Placee in respect of the UK Placing  (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares  by or on behalf of any person for whom it is acting;

18.  if in a member state of the EEA and except as disclosed in this Announcement under "Details of the UK Placing", that it is (i) an EEA Qualified Investor and (ii) a "professional client" or an "eligible counterparty" within the meaning set out in EU Directive 2014/65/EU on markets in financial instruments (MIFID II), as implemented into national law of the relevant EEA state;

19.  if in the United Kingdom, that it is a Relevant Person and it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

20.  that it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the UK Placing (including electronic copies thereof), directly or indirectly, whether in whole or in part, in or into any Restricted Territory or any other jurisdiction in which such distribution, forwarding, transfer or transmission would be unlawful;

21.  where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

22.  that if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

23.  if it is acting as a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation or the UK Prospectus Regulation, as the case may be, that the Placing Shares acquired by it in the UK Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than EEA Qualified Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Sole Bookrunner and the Company has been given to the proposed offer or resale;

24.  that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the EEA, except to EEA Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state in the EEA within the meaning of Article 2(d) of the Prospectus Regulation;

25.  that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to Relevant Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of Article 2(d) of the UK Prospectus Regulation;

26.  that any offer of Placing Shares may only be directed at persons in member states of the EEA who are EEA Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to EEA Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;

27.  that any offer of Placing Shares may only be directed at persons in the United Kingdom who are Relevant Persons and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to Relevant Persons or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of the UK Prospectus Regulation;

28.  that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

29.  that it has complied and will comply with all applicable laws (including all relevant provisions of the FSMA) with respect to anything done by it in relation to the Placing Shares in respect of anything done in, from or otherwise involving, the United Kingdom;

30.  if it has received any inside information (as that term is defined in MAR) about the Company in advance of the UK Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by MAR, prior to the information being made publicly available;

31.  that (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Sole Bookrunner, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the UK Placing ; and (iv) that the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

32.  it (and any person acting on its behalf) has the funds available to pay for the Placing Shares it has agreed to acquire and acknowledges, agrees and undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein and, in the case of the Placing Shares, against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Sole Bookrunner and the Company may in their absolute discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;

33.  that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that the Sole Bookrunner or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

34.  that none of the Company, the Sole Bookrunner nor any of their respective Affiliates nor any person acting on their behalf, is making any recommendations to it, or advising it regarding the suitability or merits of any transactions it may enter into in connection with the UK Placing and that participation in the UK Placing is on the basis that it is not and will not be a client of the Sole Bookrunner and that the Sole Bookrunner does not have any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the UK Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of the Sole Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

35.  that it acknowledges that the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, nor approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the UK Placing or the accuracy or adequacy of this Announcement. The Placing Shares have not  been registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of the Placing Shares under the securities laws of any Restricted Territory and, subject to certain exceptions, the Placing Shares may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in whole or in part, in, into or within the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other Restricted Territory, or in any country or jurisdiction where any action for that purpose is required;

36.  that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Sole Bookrunner, nor the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify each of the Sole Bookrunner, the Company and any of their respective Affiliates and any person acting on their respective behalf in respect of the same on an after-tax basis on the basis that the relevant Placing Shares will be allotted to the CREST stock account of the Sole Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

37.  that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such agreements, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Sole Bookrunner or the Company in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

38.  that each of the Sole Bookrunner, the Company and their respective Affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each of the Sole Bookrunner on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each of the Sole Bookrunner and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

39.  that it will indemnify on an after-tax basis and hold each of the Sole Bookrunner, the Company and their respective Affiliates and any person acting on their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the UK Placing;

40.  acknowledges that it irrevocably appoints any director of the Sole Bookrunner as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the UK Placing;

41.  that it acknowledges that its commitment to acquire Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions of the UK Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Sole Bookrunner's conduct of the UK Placing;

42.  that in making any decision to acquire the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares, (ii) it is experienced in investing in securities of this nature in the Company's sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the UK Placing, (iii) it has relied on its own examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the UK Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of the Sole Bookrunner or any of its Affiliates, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, (v) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk; and it will not look to the Company, the Sole Bookrunner, any of their respective Affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer, (vi) has no need for liquidity with respect to its investment in the Placing Shares;

43.  that it acknowledges and agrees that none of the Sole Bookrunner nor the Company owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

44.  understands and agrees that it may not rely on any investigation that the Sole Bookrunner or any person acting on its behalf may or may not have conducted with respect to the Company and its Affiliates or the UK Placing and the Sole Bookrunner and its Affiliates have not made any representation or warranty to it, express or implied, with respect to the merits of the UK Placing, the subscription for or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to acquire the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, the Sole Bookrunner or any of its Affiliates for the purposes of this UK Placing;

45.  that it acknowledges and agrees that it will not hold none of the Sole Bookrunner nor any of its Affiliates nor any person acting on their behalf responsible or liable for any misstatements in, or omissions from, any publicly available information relating to the Group, including without limitation the Exchange Information, or information made available (whether in written or oral form) relating to the Group (the "Information") and that none of the Sole Bookrunner nor any person acting on behalf of  the Sole Bookrunner makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;

46.  that in connection with the UK Placing, the Sole Bookrunner and any of its Affiliates may take up a portion of the shares in the Company and in that capacity may retain, purchase or sell for its or their own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the UK Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Sole  Bookrunner and any of its Affiliates acting in such capacity. In addition, the Sole Bookrunner or any of its Affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which such Sole Bookrunner or any of its Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the UK Placing. Neither the Sole Bookrunner nor any of its Affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

47.  it will not reoffer, sell, pledge or otherwise transfer the Placing Shares except: (i) in an offshore transaction in accordance with Regulation S; (ii) in the United States pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, in each case in compliance with all applicable securities laws of the United States or any state or other jurisdiction of the United States or (iii) pursuant to an effective registration statement under the US Securities Act and that, in each such case, such offer, sale, pledge or transfer will be made in accordance with any applicable securities laws of any state of the United States; or (iv) in its capacity as a QIB and will duly execute a US investor letter and deliver the same to one of the Sole Bookrunner or its Affiliates;

48.  it and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be either (i) located outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S;

49.  that it has not been offered to purchase and is not acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502I of Regulation D under the US Securities Act) or any form of directed selling efforts (as defined in Regulation S);

55.  none of the Company nor the Sole Bookrunner, nor any of their respective, partners, directors, officers, employees, Affiliates or agents has made any written or oral representation: (A) that any person will resell or repurchase the Placing Shares, (B) that any person will refund all or any part of the purchase price for the Placing Shares, or (C) as to the future price or value of the Placing Shares;

56.  that the Sole Bookrunner and its Affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its Affiliates for which they would have received customary fees and commissions and that each of the Sole Bookrunner and its Affiliates may provide such services to the Company and/or its Affiliates in the future.

 

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as the Sole Bookrunner (for its own benefit and, where relevant, the benefit of its Affiliates and any person acting on its behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that none of the Sole Bookrunner or the Company owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents or nominees, direct from the Company for the Placing Shares in question. None of the Company or the Sole Bookrunner will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.

Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. None of the Sole Bookrunner nor the Company are liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes ("transfer taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the UK Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold the Sole Bookrunner, the Company, their respective Affiliates and any person acting on any of their respective behalf harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Sole Bookrunner or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that the Sole Bookrunner isr eceiving a fee in connection with its role in respect of the UK Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with the Sole Bookrunner, any money held in an account with the Sole Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules, as a consequence, this money will not be segregated from the Sole Bookrunner's money in accordance with the client money rules and will be used by the Sole Bookrunner in the course of its own business, and the Placee will rank only as a general creditor of the Sole Bookrunner.

All times and dates in this Announcement may be subject to amendment. The Sole Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any material changes.

No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of the Sole Bookrunner and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

If a Placee is a discretionary fund manager, the Placee may be asked to disclose in writing or orally to the Sole Bookrunner the jurisdiction in which the funds are managed or owned.

Appendix 2

Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires:

Admission

has the meaning given to in in Appendix 1 of this Announcement;

Affiliate

has the meaning given in Rule 50I(b) of Regulation D under the US Securities Act or Rule 405 under the US Securities Act, as applicable and, in the case of the Company, includes its subsidiary undertakings;

Announcement

means this announcement (including its Appendices);

ASX

Australian Securities Exchange

ASX Admission

the granting of official quotation of the Placing Shares to trading on the ASX becoming effective in accordance with the rules of the ASX;

Australian Placing

the proposed placing of shares to be conducted by, amongst others, Euroz Hartleys;

Bookbuild

means the bookbuilding process to be commenced by the Sole Bookrunner to use reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement;

CHESS

the Clearing House Electronic Subregister System operated in Australia;

Company

Danakali Limited, a public company incorporated in Australia under the Corporations Act 2001 (Cth.) with registered Australian Company Number ACN 097 904 302 and whose registered office is at Level 1, 2A/300 Fitzgerald Street, North Perth, Western Australia 6006;

CREST

means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form;

EEA

means European Economic Area;

EEA Qualified Investor

means qualified investors as defined in Article 2(e) of the Prospectus Regulation;

Euroclear

means Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales;

Exchange Information

means the business and financial information the Company is required to publish in accordance with MAR and the Listing Rules and applicable law;

FCA or Financial Conduct Authority

means the UK Financial Conduct Authority;

FSMA

means the Financial Services and Markets Act 2000 (as amended, including any regulations made pursuant thereto);

Group

means the Company and its subsidiary undertakings;

Information

has the meaning given to in in Appendix 1 of this Announcement;

Long Stop Date

means 6 June 2021;

LSE

has the meaning given to in in Appendix 1 of this Announcement;

MAR

means the Market Abuse Regulation (EU) No.596/2014 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018;

Order

has the meaning given to it in the main body of this Announcement;

Ordinary Shares

means the ordinary shares of the Company of no par value;

Placee

means any person procured by the Sole Bookrunner (acting as agent for and on behalf of the Company), on the terms and subject to the conditions of the Placing Agreement, to subscribe for the Placing Shares pursuant to the UK Placing;

Placing Agreement

has the meaning given to it in Appendix I to this Announcement;

Placing Documents

means any press announcement, presentation materials and any other document published or issued by or on behalf of the Company for the purposes of the UK Placing or the applications for Admission (including any amendments and supplements to the foregoing);

Placing Shares

has the meaning given to it in the main body of this Announcement;

Prospectus Regulation

means the Prospectus Regulation (EU) 2017/1129;

QIB

has the meaning given to in in Appendix 1 of this Announcement;

QIBS

has the meaning given to in in Appendix 1 of this Announcement;

Qualified Investors

has the meaning given to it in the main body of this Announcement;

Regulations

has the meaning given to it in Appendix 1 of this Announcement;

Regulation S

means Regulation S promulgated under the US Securities Act;

Regulatory Information Service

means a primary information provider that has been approved by the FCA to disseminate regulated information;

Relevant Persons

has the meaning given to in in Appendix 1 of this Announcement;

Restricted Territory

means the United States, Australia, New Zealand, the Republic of South Africa, Hong Kong or Japan;

Sole Bookrunner

means Shore Capital Stockbrokers Limited;

subsidiary

has the meaning given to that term in the Companies Act 2006;

subsidiary undertaking

has the meaning given to that term in the Companies Act 2006;

Target Market Assessment

has the meaning given to it in the main body of this Announcement;

Terms and Conditions

means the terms and conditions of the UK Placing set out in Appendix I to this Announcement;

Term Sheet

means the term sheet as may be executed by the Company and the Sole Bookrunner;

transfer taxes

means stamp duty or stamp duty reserve tax or any other similar duties or taxes;

uncertificated or in uncertificated form

means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST;

UK Placing

means the placing of the Placing Shares by the Sole Bookrunner to investors outside Australia pursuant to the Placing Agreement;

UK Placing Price

means the single price expressed in pence payable to the Sole Bookrunner by all Placees whose bids in the Bookbuild are successful, established through the Australian Placing and which will be specified in the Placing Results announcement and which will be calculated as the approximate sterling equivalent (at the time of the Bookbuild) of the AUD placing price established in the Australian Placing;

UK Prospectus Regulation

means Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018;

UK Qualified Investor

means qualified investors as defined in Article 2(e) of the UK Prospectus Regulation;

United Kingdom or UK

means the United Kingdom of Great Britain and Northern Ireland; and

US Securities Act

means the U.S. Securities Act of 1933, as amended.

 

Unless otherwise indicated in this Announcement, all references to "£", "GBP""pounds""pound sterling""sterling""p""penny" or "pence" are to the lawful currency of the UK. All references to "U.S.$","$" or "dollars" are to the lawful currency of the United States of America.

 

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