17 March 2022
AURA ENERGY LIMITED
("Aura" or the "Company")
Cleansing Prospectus
Aura Energy Limited wishes to advise shareholders that it has published a Cleansing Prospectus ("Prospectus") in relation to the recent Placing as announced on 14 March 2022.
The full version of the Prospectus can be seen here: http://www.rns-pdf.londonstockexchange.com/rns/1124F_1-2022-3-17.pdf
The Cleansing Prospectus can also be viewed on the Company's website: www.auraenergy.com.au
Certain key sections of the Prospectus are reproduced below:
1. DETAILS OF THE OFFER
1.1 SUMMARY OF THE OFFER
The Company is making an offer of one hundred (100) Shares at an issue price of A$0.25 per Share (the "Offer") to raise A$25 before expenses of the Offer. The Offer is open to persons by invitation from the Company to subscribe for Shares and is not open to the general public.
The purpose of this Prospectus is to remove any trading restrictions on the certain Shares issued by the Company without disclosure. Please refer to Section 2 for details of the purpose and effect of the Offer.
1.2 TIMETABLE
The timetable for the Offer is as follows:
| Event | Date |
| Lodgement of this Prospectus with ASIC and ASX | 17 March 2022 |
| Opening Date | 17 March 2022 |
| Closing Date | 21 March 2022 |
Note: All dates (other than the date of lodgement of the Prospectus with ASX and ASIC) are indicative only. The Company reserves the right, subject to the Corporations Act, theASX Listing Rules and other applicable laws, to vary the dates of the Offer, including extending the Closing Date or accepting late acceptances, either generally or in particular cases, without notice.
1.3 RIGHTS AND LIABILITIES ATTACHING TO SHARES
The Shares to be issued pursuant to this Offer are of the same class and will rank equally in all respects with the existing Shares on issue. The rights and liabilities attaching to Shares are further described in Section 4.3.
1.4 MINIMUM SUBSCRIPTION
There is no minimum subscription for the Offer.
1.5 APPLICATIONS
An Application under the Offer may only be made by persons on invitation from the Company. Acceptance Forms must be delivered or mailed together with a cheque on or before the Closing Date to:
Aura Energy Limited Level 3/62 Lygon Street CARLTON VIC 3053
1.6 OVERSEAS INVESTORS
The Prospectus does not constitute an offer in any jurisdiction where, or to any person to whom, it would not be lawful to issue this Prospectus or make such an offer. No action has been taken to register or qualify the Shares or the Offer or otherwise to permit an offering of the Shares in any jurisdiction outside of Australia and New Zealand.
Where the Prospectus has been dispatched to Shareholders domiciled outside Australia or New Zealand and where that country's securities code or legislation prohibits or restricts in any way the making of the Offer contemplated by this Prospectus, then the Prospectus and accompanying Acceptance Form are provided for information purposes only.
It is the responsibility of any non-Australian investor to ensure compliance with any laws of a country relevant to their application. The return of a duly completed Acceptance Form will be taken by the
Company as a representation and warranty that there has been no breach of such laws.
1.7 CHESS AND ISSUER SPONSORSHIP
The Company participates in the Clearing House Electronic Subregister System ("CHESS"). ASX Settlement Pty Ltd ("ASX Settlement"), a wholly-owned subsidiary of ASX, operates CHESS in accordance with the ASX Listing Rules and the ASX Settlement Operating Rules.
ASX Settlement will send a CHESS statement to Shareholders who are broker sponsored following the completion of the Offer. Each CHESS statement will set out the number of Shares issued to the Shareholder under this Prospectus, and provide details of the Shareholder's holder identification number and the participant identification number of the sponsor. CHESS allotment advices will be sent by the Share Registry.
The Share Registry will send a statement to Shareholders who are registered on the Issuer Sponsored sub-register following the completion of the Offer. Each statement will contain the number of Shares issued to the Shareholder under this Prospectus and the Shareholder's security holder
reference number.
A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their shareholding changes.
1.8 PRIVACY DISCLOSURE
Persons who apply for Shares under this Prospectus are asked to provide personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collect, hold and use that personal information to assess applications, to provide facilities and services to security holders and to carry out various administrative functions. Access to the information collected may be provided to the Company's agents and service providers and to ASX, ASIC and other regulatory bodies on the basis that they deal with such information in accordance with the relevant privacy laws. If the information requested is not supplied, applications may not be
processed. In accordance with privacy laws, information collected in relation to specific Shareholders can be obtained by that Shareholder through contacting the Company or the Share Registry.
1.9 TAXATION
It is the responsibility of all Shareholders to satisfy themselves of the particular taxation treatment that applies to them in relation to the Offer by consulting their own professional tax advisers. Neither the Company nor the Directors accept any liability or responsibility in respect of the taxation consequences for Shareholders as a result of the matters referred to in this Prospectus.
1.10 ASX QUOTATION
The Company will apply to ASX within seven (7) days after the date of this Prospectus for quotation of the Shares offered under this Prospectus. If approval for quotation of the Shares to be issued under the Offer is not granted within three (3) months after the date of this Prospectus, the Company will not issue the Shares and will repay all Application Monies without interest as soon as practicable. A decision by ASX to grant official quotation of the Shares is not to be taken in any way as an indication of ASX's view as to the merits of the Company, or the Shares now offered for subscription.
1.11 ENQUIRIES
This document is important and should be read in its entirety. Persons who are in any doubt as to the course of action to be followed should consult their stockbroker, solicitor, accountant or other professional advisor without delay. Questions relating to the Offer can be directed to the Company Secretary, Mr Phillip Hains on (+61 3) 9824 5242.
2. PURPOSE AND EFFECT OF THE OFFER
2.1 BACKGROUND
As announced by the Company on 14 March 2022, the Company proposes to issue up to 35,200,000 Shares ("Placement Shares") at an issue price of A$0.25 per Share to institutional, sophisticated and professional investors to raise up to A$8,800,000 (the "Placement").
The Placement will be made to institutional, sophisticated and professional investors as such terms are defined in Section 708 of the Corporations Act (the "Placees"). The purpose of the Placement to the Placees is to provide the Company with funds to be utilised for, among other things, administration costs, costs of the Placement, continued exploration of the Company's projects and for general
working capital in accordance with the Use of Funds table set out in Section 2.3.
As announced on 28 October 2020, the Company has agreed with an ASX directive that it would seek pre-approval from Shareholders for all placements of Shares (such as this Placement) up until 30 June 2022. As such, Shareholder approval was obtained in relation the placement of up to 60,000,000 Shares at the Company's Annual General Meeting on 21 December 2021 and this approval will be relied upon to conduct the Placement.
Further details with respect to the Placement and the financial impact of the Placement will have on the Company is set out in Section 2.3.
2.2 PURPOSE OF THE OFFER
Pursuant to the terms of the Placement, upon the issue of the securities, the Company is required to issue a disclosure document (as that term is defined in the Corporations Act), notice or other document(s) necessary or desirable to ensure that:
· the Company fully complies with its obligations under the Corporations Act with respect to the issue and/or proposed issue of the Placement Shares; and
· the holder will not be subject to any on-sale restrictions under section 707(3) of the Corporations Act or otherwise in respect of those securities.
The Company is unable to issue a cleansing notice pursuant to section 708A(5) of the Corporations Act as its securities have been suspended from trading on ASX for more than five (5) days over the last twelve (12) months.
Generally, section 707(3) of the Corporations Act requires that a prospectus is issued in order for a person to whom securities were issued without disclosure under Part 6D of the Corporations Act to offer
those securities for sale within twelve (12) months of their issue.
Relevantly, section 708A(11)(b) provides that a sale offer does not need disclosure to investors if:
· the relevant securities are in a class of securities of the company that are already quoted on the ASX;
· a prospectus is lodged with ASIC either:
- on or after the day on which the relevant securities were issued (section 708A(11)(b)(i)); or
- before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued (section 708A(b)(ii)); and
· the prospectus is for an offer of securities issued by the company that are in the same class of securities as the relevant securities.
Accordingly, the primary purpose of the Offer is not to raise capital but to comply with section 708A(11) so that the Placees referred to in section 2.1 can, if they choose to, sell those securities within the next twelve (12) months without disclosure.
Although the issue of the Placement Shares will not be undertaken by the Company for the purpose of the holders
selling or transferring those securities, the Directors consider that, should the holders wish to do so, they should be able to sell their Placement Shares without the need for disclosure under Part 6D.2 of the Corporations Act.
2.3 FINANCIAL POSITION
As set out in Section 2.2, the primary purpose of the Offer is not to raise capital but to comply with section 708A(11) of the Corporations Act. Accordingly, the amount raised under the Offer is nominal (i.e. A$25 through the issue of one hundred (100) Shares at an issue price of A$0.25 each) and, after paying the expenses of the Offer of approximately A$43,206 (exclusive of GST), there will be no net proceeds from the Offer. The expenses of the Offer are set out in Section 4.9 and will be met from the Company's general working capital.
The effect of the Offer on the Company's financial position will be a net decrease in cash held of approximately A$43,181 (exclusive of GST).
The Company notes, however, that the effect of the issue of the Placement Shares (see Section
2.1 above) will mean that the Company will have an additional A$8,800,000 to be utilised for, among other things, administration costs, costs of the Placement, continued exploration of the Company's projects and for general working capital in accordance with the following Use of Funds table.
| Use of funds | Funds Raised | % |
| Tiris Uranium Project | A$7,600,000 | 87 |
| Costs of the Placement (inc. issue and listing fees) | A$557,000 | 6 |
| Working capital | A$643,000 | 7 |
| Total | A$8,800,000 | 100 |
2.4 THE EFFECT OF THE OFFER ON THE CAPITAL STRUCTURE
The capital structure of the Company is set out in the table below and considers the effect of the Offer and the issue of Placement Shares to the Placees pursuant to the Placement.
| Security | Existing | At the Closing Date1 |
| Existing Shares | 424,440,929 | 424,440,929 |
| Offer | - | 100 |
| Placement Shares | - | 35,200,000 |
| Total Shares following the Offer and the Placement | 424,440,929 | 459,641,029 |
| Listed Options2 | 138,536,547 | 138,536,547 |
| Unlisted Options3 | 8,231,836 | 8,231,836 |
| Security | Existing | At the Closing Date1 |
| Fully diluted capital structure | 571,209,312 | 606,409,412 |
Notes:
1. The above table assumes that no other securities of the Company are issued prior to the Closing Date.
2. 138,536,547 Listed Options exercisable at A$0.052 each and an expiry of 30 June 2024.
3. The Unlisted Options comprise of:
(a) 3,039,528 unlisted options exercisable at A$0.104 each and an expiry of 31 March 2023;
(b) 4,807,692 unlisted options exercisable at various prices and expiring various expiry dates; and
(c) 384,616 unlisted options exercisable at A$0.052 each and an expiry date of 30 June 2024.
2.5 EFFECT OF THE OFFER ON CONTROL
Up to 100 Shares are to be issued under the Offer and, as such, will not have a material impact on the control of the Company, however, the Placement Shares will dilute existing Shareholders by approximately 8%.
The Shares to be issued under the Offer will be issued to an unrelated party with no substantial holding in the Company.
2.6 PRO FORMA STATEMENT OF FINANCIAL POSITION
Set out on the following page is the pro forma consolidated statement of financial position at 31 December 2021. The unaudited pro forma statement of financial position has been prepared on the basis and assumption that there have been no material movements in the assets and liabilities of the Company between 31 December 2021 and completion of the Offer other than:
· the issue of up to 100 Shares at an issue price of A$0.25 each through the Offer to raise up to approximately A$25 before costs;
· the issue of 35,200,000 Shares at an issue price of A$0.25 each through the Placement to raise
A$8,800,000 before costs;
· the estimated expenses of the Offer of approximately A$43,206 and this amount is shown as a deduction against issued capital; and
· payment of creditors, exploration costs and operating expenses during the period from 1 January to 28 February 2022.
The significant accounting policies upon which the pro forma statement of financial position is based is contained in the audited Annual Report for the year ended 30 June 2021.
PRO FORMA STATEMENT OF FINANCIAL POSITION
|
|
31 Dec 2021 | Expenses 1 Jan to 28 Feb 2022 | Offer and Placement (net proceeds) | Pro Forma Post Placement |
|
| $AUD | $AUD | $AUD | $AUD |
|
| DR / (CR) | DR / (CR) | DR / (CR) | DR / (CR) |
| ASSETS |
|
|
|
|
| Current assets |
|
|
|
|
| Cash and cash equivalents | 3,262,869 | -713,622 | 8,199,819 | 10,749,066 |
| Other current assets | 122,679 | -11,431 |
| 111,248 |
| Other receivables | 14,681 | 0 |
| 14,681 |
| Total current assets | 3,400,229 | -725,053 |
| 10,874,995 |
| Non-current assets |
|
|
|
|
| Exploration and evaluation | 22,058,450 | 391,065 |
| 22,449,515 |
| Plant & equipment | 2,504 | -85 |
| 2,419 |
| Total non-current assets | 22,060,954 | 390,980 |
| 22,451,934 |
| Total assets | 25,461,183 | -334,073 |
| 33,326,929 |
| LIABILITIES |
|
|
|
|
| Current liabilities |
|
|
|
|
| Trade & other payables | -673,583 | 57,977 |
| -615,606 |
| Employee benefit obligations | -626 | -3,130 |
| -3,756 |
| Other current liabilities | -1,856 | 1,856 |
| 0 |
| Total current liabilities | -676,065 | 56,703 |
| -619,362 |
| Non-current liabilities |
|
|
|
|
| Employee benefit obligations | -10 | -50 |
| -60 |
| Total non-current liabilities | -10 | -50 |
| -60 |
| Total liabilities | -676,075 | 56,653 |
| -619,422 |
| Net assets | 24,785,108 | -277,420 |
| 32,707,507 |
| EQUITY |
|
|
|
|
| Share Capital | -58,105,793 | -108,252 | -8,199,819 | -66,413,864 |
| Other contributed equity | -314,346 | 0 |
| -314,346 |
| Reserves | -3,596,028 | -315,722 |
| -3,911,750 |
| Accumulated losses | 37,231,059 | 701,394 |
| 37,932,453 |
| Total equity | -24,785,108 | 277,420 |
| -32,707,507 |
Actual and Proposed Transactions to Arrive at the Pro-Forma Financial Information
The pro-forma financial information has been included for illustrative purposes to reflect the position of Aura Energy Limited on the assumption that the following transactions had occurred as at 31 December 2021:
(a) actual expenses incurred by the Company between 1 January and 28 February 2022;
(b) the issue of 100 Shares at A$0.25 each pursuant to the Offer to raise A$25 before costs;
(c) the issue of 35,200,000 Shares at an issue price of A$0.25 each through the
Placement to raise A$8,800,000 before costs; and
(d) the payment of expenses of the Offer totalling an estimated A$43,206 (excluding GST).
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.
For Further Information, please contact:
| Martin Rogers Aura Energy Limited Non-Executive Chairman +61 428 268 357 | Jane Morgan JMM Investor & Media Relations jm@janemorganmanagement.com.au +61 405 555 618
|
| SP Angel Corporate Finance LLP (Nominated Advisor and Joint Broker) David Hignell Kasia Brzozowska Telephone: +44 (0) 203 470 0470
| WH Ireland Limited Jessica Cave Andrew de Andrade +44 (0) 207 220 1666
|
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.
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