JAMESON RESOURCES LIMITED ASX Announcement
ASX Announcement
29 November 2021
onlyThe Share Purchase Plan announced on 24 November 2021 opens today.
Jameson Resources Limited - Share Purchase Plan Opens
Please find attached the Share Purchase Plan offer booklet and sample application form to be dispatched to shareholders today. This announcement is authorised for release to the market by the Board of Jameson Resources Limited.
For further information, please contact:
Michael Gray
Managing Director
Email: | michaelgray@jamesonresources.com.au | |
Phone: | +61 417 736 461 | |
use | An independent, growth oriented metallurgical coal developer focused on delivering sustainable outcomes | |
About Jameson Resources Limited |
personalJ meson Resources Limited (ASX:JAL) is a junior resources company focused on the acquisition, exploration and development of strategic coal projects in western Canada. The Company has an 77.8% equity interest in NWP Coal Canada Limited (NWP) which
holds a 90% interest in the Crown Mountain Coal Project, and a 100% direct interest in the Dunlevy coal project located in British Columbia. Jameson's tenement portfolio in British Columbia is positioned in coalfields adjacent to existing mines responsible for the majority of Canada's metallurgical coal exports and are close to railways connecting to export facilities.
To learn more, please contact the Company at +61 8 9200 4473, or visit: www.jamesonresources.com.au
For
Jameson Resources Limited I ABN 89 126 398 294 | www.jamesonresources.com.au |
Registered Office | Level 4, Deutsche Bank Place 126 Phillip Street, Sydney NSW 2000 | Page 1 of 1 |
Postal Address | PO Box 274, Ashgrove West, Brisbane QLD 4060 | |
Email | admin@jamesonresources.com.au | |
Phone: |+61 8 9200 4473 |
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION OR RELEASE IN THE UNITED STATES
onlyuseShare Purchase Plan personalOffer Booklet
Jameson Resources Limited ACN 126 398 294
You should read this SPP Offer Booklet in full.
This is an important document offering Eligible Shareholders the opportunity to apply to purchase New Shares in increments of For$2,500 from the minimum of $2,500 up to the maximum $30,000 worth of New Shares (in aggregate) (subject to discretionary
scale back), without paying brokerage or transaction costs. Details of the SPP Offer and how to participate are set out in this SPP Offer Booklet. Applications for New Shares under the SPP must be received by 5.00pm (Perth time), Monday, 10 January 2022. If you are unsure what to do, please contact your professional adviser.
This SPP Offer Booklet is not for release or distribution in the United States or, except with the consent Jameson Resources Limited (Jameson Resources), elsewhere outside of Australia and New Zealand.
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NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Key Events and Dates*
Event
onlyRecord Date (for determining eligibility to participate in SPP Offer)
Announcement of SPP Offer
SPP Booklet lodged with ASX and sent to Eligible Shareholders
SPP Offer Opening Date
useSPP Offer Closing Date
Announcement of the number of New Shares to be issued under the SPP Offer and, if applicable, the outcome of any scale back
Allotment of New Shares under SPP Offer
Expected date for ASX to grant quotation of New Shares issues personalunder the SPP Offer
Despatch of transaction confirmations and, if applicable, a direct credit deposit or refund cheque
*The Company reserves the right, in its discretion, to vary these dates by making an announcement to the ASX. All references to a time above are references to Perth time unless otherwise stated.
Di claimers
This SPP Offer Booklet and the accompanying Application Form has been prepared by Jameson Resources Limited (ACN 126 398 294).). This SPP Offer Booklet and the accompanying Application Form has been prepared for publication in Australia and New Zealand only and may not be released or distributed in the United States or any ju isdiction outside Australia or New Zealand. This SPP Offer Booklet and the accompanying Application Form is not an offer to sell or a solicitation of an offer to subscribe or purchase New Shares. No action has been or will be taken that would permit a public offering of the New Shares in any jurisdiction. Recipients of this SPP Offer Booklet should inform themselves of the restrictions that apply in their own jurisdiction.
The SPP Offer Booklet and the accompanying Application Form do not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this SPP Offer Booklet does not constitute (i) an offer to sell, or a solicitation of an offer to buy, any securities in the United States, or (ii) an offer of transferable securities to the public in New Zealand or elsewhere, and no action has been taken to permit such an offer.
The New Shares to be offered and sold under the SPP have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States). You are not eligible to participate in the SPP Offer if you are in the United States or are acting for the account or benefit of a person in the United States. If
Foryou are acting for the account or benefit of a person in the United States, you are not permitted to apply for or acquire New Shares under the SPP Offer for, or the account of benefit of, that person.
The New Shares are not being offered to the public within New Zealand other than to existing Shareholder of the Company with registered addresses in New Zealand to wh m the SPP Offer may be lawfully made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (NZ) (as amended by the Financial Markets Conduct (Incidental Offers) Exemption Amendment Notice 2018 (NZ)). This SPP Offer Booklet has not been registered, filed with or approved by any regulatory authority of New Zealand under the Financial Markets Conduct Act 2013 (NZ) or otherwise. This SPP Offer Booklet and Application Form are not a product disclosure statement under New Zealand law and are not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.
This SPP Offer Booklet has been prepared in compliance with Australian law. It does not constitute a prospectus, and it has not been submitted to, reviewed or approved by any regulatory authority of New Zealand or other jurisdiction.
Advice warning
The information in this SPP Offer Booklet is given in good faith and derived from sources believed to be accurate at the date of this SPP Booklet but no warranty of accuracy or reliability is given and no responsibility arising in any other way, including by reason of negligence for errors or omission in it is accepted by the Company or their officers or employees.
This SPP Offer Booklet does not provide financial advice and is not a securities recommendation and has been prepared without taking account of any person's investment objectives, financial situation or particular needs. You should consider the appropriateness of participating in the SPP Offer having regard to your investment objectives, financial situation or particular needs. Shareholders should seek independent financial and taxation advice before making any investment decision in relation to these matters.
In this SPP Offer Booklet, $ refers to Australian dollars.
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NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Letter from the Chair
29 November 2021
onlyDear Shareholder
O behalf of Jameson Resources Limited (ASX: JAL), I am pleased to offer you the opportunity to participate in a share purchase plan (SPP or SPP Offer) which allows each Eligible Shareholder to subscribe for up to $30,000 of new fully paid shares in the Company (New Shares).
The Company is targeting to raise $250,000 through the SPP. However, the Company may decide to accept applications (in whole or in part) that result in the SPP raising more or less than that target amount in its absolute discretion. The SPP Offer is not underwritten.
useAs announced on Wednesday, 24 November 2021, Jameson Resources has received binding commitments to raise approximately $2.86 million (before costs) in a two tranche placement of shares to eligible institutional, professional and sophisticated investors (Placement). The first tranche of the Placement is anticipated to be complete on 9 December 2021 and the second tranche is anticipated to complete shortly after the Company's annual general meeting (to be held on 14 January 2022), subject to shareholder approval.
The SPP Offer provides Eligible Shareholders with the ability to acquire New Shares for a total subscription value of up to $30,000 (in aggregate), the maximum amount permitted for this type of offer, at an issue price of $0.07 per New Share (being the same price offered to investors in the Placement), without incurring any brokerage, commissions or other transaction costs.
personalThe funds raised from the Placement and SPP will primarily be used for:
• continued progression of the Crown Mountain EA Application through Application Review;
• further optimisation works to improve project economics and seek opportunities to de-risk project development;
• continued discussions with key target Asian steelmaking customers of Crown Mountain Hard Coking Coal;
• commencing engagement with project financiers; and
• NWP Coal Canada Limited's administration, project management and corporate overheads and Jameson Resources' corporate costs.
The SPP Offer
Details of the SPP Offer are set out in the attached Terms and Conditions.
The SPP Offer provides Eligible Shareholders with an opportunity to apply for New Shares in increments of $2,500 from the minimum of $2,500 up to a maximum of the value of $30,000 (in aggregate), subject to discretionary scale back by the Company.
The SPP Offer is offered to all Eligible Shareholders, being each registered holder of Shares in the Company at the Record Date whose address in the Register of the Company is in Australia or New Zealand unless they hold Shares on behalf of another person who resides outside Australia or New Zealand (in which case they are not able to participate on behalf of that person) or they are in the United States, or they are acting for the account or benefit of a person in the United States (in which case they are not able to participate on behalf of that person), and who meet certain other conditions as set out in the Terms and Conditions in this document. The SPP Offer is also open to Custodians who may participate on behalf of certain Eligible Beneficiaries on the Terms and Conditions
Forset out in this document.
The SPP Offer opens at 9.00am (Perth time) on Monday, 29 November 2021, and is expected to close at 5.00pm (Perth time) on M nday,10 January 2022.
Participation in the SPP Offer is voluntary. All New Shares issued under the SPP Offer will rank equally with existing Shares and will carry the same voting rights and entitlement to receive future distributions. No brokerage or other transaction costs apply to acquisitions of New Shares under the SPP Offer. The issue of New Shares under the SPP is expected to occur on or around Monday,17 January 2022.
The Company may apply a scale back to applications, as noted above. A scale back may be applied to the extent and in the manner the Company sees fit, which may include taking into account a number of factors, such as the size of an applicant's shareholding at the Record Date, whether the applicant has multiple registered holdings, the date on which the application was made and the total applications received from Eligible Shareholders (subject to any minimum dollar allocation determined by the Company in its absolute discretion).
In the event of a scale back, you may be allocated fewer New Shares than the number for which you apply, in which case you will receive a corresponding refund of your application money without interest.
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NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION OR RELEASE IN THE UNITED STATES
How to apply
To apply for New Shares under the SPP Offer, please follow the instructions in section 6 of the Term and Conditions and in the enclosed personalised Application Form.
onlyThe SPP is scheduled to close at 5.00pm (Perth Time) on Monday,10 January 2022. However, the Company reserves the right to close the offer early or extend the closing date. The Company encourages Eligible Shareholders who wish to participate to act promptly in submitting their applications.
This letter and its attachments set out the details and Terms and Conditions of the SPP Offer. We encourage you to read the enclosed material carefully in full and seek your own financial advice in relation to the SPP Offer before you decide whether to participate.
Y u should be aware that the future market price of the Shares is uncertain and may rise or fall. This means that the price you pay for New Shares under the SPP may be either higher or lower than the Share price trading on ASX at the time New Shares are issued to you under the SPP.
useIf you have any questions about the SPP Offer please contact the Company's Registry on: Phone: 1300 288 664 (within Australia)
Phone: +61 2 9698 5414 (international),
at any time between 9.00am to 5.00pm (Perth time) Monday to Friday, up to the Closing Date of the Offer.
On behalf of Jameson Resources, I invite you to participate in the SPP Offer and thank you for your continued support of the Company.
Yours sincerely personalJameson Resources Limited
Nicole Hollows
Chair
For
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Jameson Resources Limited published this content on 29 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 November 2021 04:19:02 UTC.
