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Nelson Resources Limited
ACN 127 620 482
SUPPLEMENTARY PROSPECTUS
Important Information
This is a supplementary prospectus (Supplementary Prospectus) intended to be read with the prospectus dated 24 January 2022 (Prospectus) issued by Nelson Resources Limited (Company).
This Supplementary Prospectus is dated 21 February 2022 and was lodged with the Australian Securities and Investments Commission (ASIC) on that day. Neither ASIC nor ASX (and their respective officers) take any responsibility as to the contents of this Supplementary Prospectus.
To the extent of any inconsistency between this Supplementary Prospectus and the Prospectus, this Supplementary Prospectus will prevail. Unless otherwise indicated, terms defined and used in the Prospectus have the same meaning in this Supplementary Prospectus.
This is an important document and should be read in its entirety. If you do not understand it you should consult your professional advisors without delay.
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ISSUE OF FURTHER SECURITIES UNDER THE PROSPECTUS
The Company advises that, as a result of excess demand under the Shortfall Offer it has agreed to issue an additional 22,283,122 New Shares and 11,141,561 attaching New Options under the Prospectus to raise an additional $557,078 (Follow-onPlacement). Additional funds raised will be used for the purposes set out in this Supplementary Prospectus.
The Follow-on Placement is made without Shareholder approval, and the securities will be issued under the Company's existing capacity under Listing Rule 7.1.
The New Options will be listed under the ASX code NESO.
Attached to this Supplementary Prospectus is an announcement made by the Company to the ASX on 18 February 2022.
The Company now closes the Shortfall Offer and no further offers will be made under the Prospectus. - AMENDMENTS TO PROSPECTUS
The following sections of the Prospectus are amended as follows:
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2.1 Capital structure
Sections 2, 4 and 5.4 of the Prospectus are amended to reflect the current number of securities on issue:
Shares on issue prior to the Offer | 194,292,195 |
New Shares issued under the Prospectus | 100,000,000 |
Total Shares on issue | 294,292,280 |
Total convertible securities on issue prior to the Offer | 72,156,339 |
New Options issued under the Prospectus | 50,000,000 |
Total convertible securities on issue following the Offer | 122,156,339 |
Amount raised under the Prospectus (before costs) | $2,500,000 |
The number of Shares and NESO Options issued is subject to rounding.
The above table excludes 2,500,000 Underwriter Options issued to the Underwriter in part satisfaction of its fees. See section 8.4 of the Prospectus for further details on the fees to be paid to the Underwriter.
2.2 Use of funds
Sections 4 and 5.2 of the Prospectus are amended to reflect the increased amount raised:
Use of funds (approx.) | Amount (A$) |
AC Drilling | 350,000 |
RC Drilling | 330,000 |
Assays | 150,000 |
Geophysics Surveys | 120,000 |
Exploration Other | 342,852 |
Working Capital | 944,851 |
Costs of the Offer | 262,307 |
Total use of funds | 2,500,000 |
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2.3 Statement of financial position
Set out in the annexure to this Supplementary Prospectus is the unaudited Statement of Financial Position for the Company, as at 31 December 2021 and on the basis of the following assumptions:
- the Offer was effective on 31 December 2021;
- no further Shares are issued other than all Shares offered under this Prospectus (the Offer and Follow-on Placement);
- $2,500,000 is received under the Offers; and
- (cash) costs of the Offer are $262,307.
The pro-forma Statement of Financial Position has been prepared to provide investors with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company set out in the annexure to this Supplementary Prospectus. The pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.
2.4 Dilution
Shareholders who did not participate in the Offer will have their holdings diluted. Following is a table which sets out the dilutionary effect on the basis of the full amount raised under the Prospectus and assuming no further Shares are issued or Options exercised:
Holding at | Holding following the Offer if | ||||
Holder | Record Date | Entitlement | no Entitlement taken up | ||
Number | % | Number | % | ||
1 | 14,547 | 0.007 | 4,156 | 14,547 | 0.005 |
2 | 72,737 | 0.037 | 20,782 | 72,737 | 0.025 |
3 | 145,473 | 0.075 | 41,564 | 145,473 | 0.049 |
4 | 1,454,732 | 0.749 | 415,638 | 1,454,732 | 0.494 |
2.5 Consents
Each of the persons referred to in this section:
- has given and has not, before the date of lodgement of this Supplementary Prospectus with ASIC withdrawn their written consent:
- to be named in the Supplementary Prospectus in the form and context which it is named; and
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- where applicable, to the inclusion in this Supplementary Prospectus of the statement(s) and/or reports (if any) by that person in the form and context in which it appears in this Supplementary Prospectus;
- has not caused or authorised the issue of this Supplementary Prospectus;
- has not made any statement in this Supplementary Prospectus or any statement on which a statement in this Supplementary Prospectus is based, other than specified below;
- to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding, and takes no responsibility for, any part of this Supplementary Prospectus, other than the references to their name and the statement(s) and/or report(s) (if any) specified below and included in this Supplementary Prospectus with the consent of that person.
Name | Role |
Mahe Capital Pty Limited | Lead Manager and Underwriter |
2.6 Expenses of the Offer
The total (cash) expenses of the Offer excluding GST are estimated to be $256,017, consisting of the following:
Cost1 | A$ |
Legal fees | 10,000 |
ASX and ASIC fees | 22,307 |
Capital raising fees2 | 210,000 |
Printing, postage and other expenses | 20,000 |
Total | 262,307 |
- These expenses have or will be paid by the Company.
- The Company has also agreed to issue 2,500,000 New Options to the Underwriter in part satisfaction of its fees. See section 8.4 of the Prospectus for details.
The Directors do not consider the circumstances disclosed in this Supplementary Prospectus to be materially adverse from the point of view of an investor, and no withdrawal rights will be offered to investors.
This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors. In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Supplementary Prospectus with ASIC.
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Dated: 21 February 2022
By Mr Adam Schofield Executive Director
On behalf of Nelson Resources Limited
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Nelson Resources Ltd. published this content on 21 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 February 2022 02:40:03 UTC.