Notice of Annual General Meeting/Proxy Form
Summary
- Arafura Rare Earths Limited's 2024 Annual General Meeting (AGM) will be held on October 17, 2024.
- The AGM will consider six resolutions, including the adoption of the remuneration report (advisory only), election of three new directors (Michael Spreadborough, Roger Higgins, and Ian Murray), appointment of BDO Audit Pty Ltd as auditor, and ratification of a December 2023 placement of securities.
- The December 2023 placement involved the issue of 156,250,000 shares at $0.16 each and 78,125,000 free-attaching options exercisable at $0.225, raising approximately $25 million before costs.
- Shareholders can vote in person, by proxy, or by authorized representative, with deadlines for online/mobile proxy voting and physical proxy forms being 10:00 am WST on October 15, 2024.
- The board recommends voting in favor of all resolutions.
- The meeting will be chaired by Mr. Mark Southey, who intends to vote undirected proxies in favor of all resolutions unless exceptional circumstances arise.
Sentiment
Score: 7
Explanation: The document presents a positive outlook with the successful capital raising and the board's unanimous support for the resolutions. However, the lack of specific financial performance data prevents a higher score.
Positives
- The company successfully raised approximately $25 million through a placement in December 2023.
- The board unanimously recommends all resolutions.
- Three experienced individuals are being nominated for election as directors, bringing diverse skills and experience to the board.
- The company has appointed a new auditor, BDO Audit Pty Ltd.
Future Outlook
The company aims to use funds raised from the placement to further progress the development of the Nolans Project and for general working capital purposes. If all Placement Options are exercised, an additional $17,578,125 (before costs) will be raised for the same purposes.
Management Comments
- The Board (other than Mr Spreadborough) recommends that Shareholders vote in favour of Resolution 2.
- The Board (other than Dr Higgins) recommends that Shareholders vote in favour of Resolution 3.
- The Board (other than Mr Murray) recommends that Shareholders vote in favour of Resolution 4.
- The Board recommends that Shareholders vote in favour of Resolution 5.
- The Board recommends that Shareholders vote in favour of Resolution 6.
Industry Context
This announcement is typical of regular corporate governance activities for publicly listed companies in the resources sector. The capital raising reflects the ongoing need for funding in the development phase of large-scale mining projects.
Next Steps
- Hold the Annual General Meeting on October 17, 2024.
- Consider and vote on six resolutions.
- Elect three new directors.
- Appoint a new auditor.
- Ratify the December 2023 placement of securities.
Key Dates
- June 30, 2024: End of the financial year
- August 21, 2024: Release of the 2024 Annual Report to the market
- September 16, 2024: Date of the Notice of Annual General Meeting
- October 15, 2024: Deadline for proxy voting and lodging physical proxy forms (10:00 am WST)
- October 17, 2024: Date of the Annual General Meeting (10:00 am WST)
- December 14, 2023: Announcement of the December 2023 Placement
- December 20, 2023: Issue date of Placement Shares and Placement Options
- June 20, 2025: Expiry date of Placement Options
- April 8, 2024: Appointment of Michael Spreadborough and Roger Higgins as Directors
- September 10, 2024: Appointment of Ian Murray as Director
- May 2, 2024: Appointment of BDO Audit Pty Ltd as auditor
Keywords
Filings with Classifications
Conference Presentation
- The sources and uses of funds section includes an increase in ramp-up period from 2 years to 3 years and a 3-month delay in first production.
Conference Presentation
- The company requires a new equity requirement of US$793m (including COF).
- Less NRFC US$133m (A$200m).
- Remaining new equity requirement of US$660m.
Quarterly Activities Report and Appendix 5B
- The final investment decision for Nolans has the potential to extend beyond the previously advised window of the first half of 2025 calendar year due to the assessment of a potential joint venture structure.
Quarterly Activities Report and Appendix 5B
- Arafura is assessing a potential joint venture (JV) structure which could significantly reduce the equity required to fund Arafura's remaining project interest.
- The company and its advisors regularly consider and assess options put forward by third parties (including potential corporate and project-level transactions) which could, if implemented, give rise to an alternative pathway to the funding and development of the Project for the benefit of shareholders.
Investor Presentation
- The company plans to raise equity through industry cornerstones, institutional investors, and an offer to new and existing shareholders.
- The equity raise is intended to fund the US$1.2 billion Nolans Project.
Interim Financial Report
- The net loss decreased compared to the previous year (A$18.85 million vs A$66.87 million).
Interim Financial Report
- Arafura signed a binding term sheet with the NRFC for a A$200 million investment through unsecured convertible notes.
- The company may seek additional equity to reduce the amount of funding being sought through public raising.
Update to Agreement
- The gas supply agreement deadline has been extended from February 4, 2025, to March 31, 2025.
Quarterly Activities Report
- The gas supply agreement condition precedent date has been extended to 4 February 2025, with potential for further extension.
Quarterly Activities Report
- The company is engaging with other potential cornerstone investors to secure the remaining equity required for the project.
- The A$200 million investment from the NRFC is expected to be a catalyst for attracting additional equity funding.
Funding Announcement
- The convertible notes will convert into shares at a 40% premium to the reference price, which will be determined by a future equity raising.
- The company expects to announce the equity financing around the time of the Final Investment Decision for the Nolans Project.
Project Update
- The condition precedent date for the gas supply agreement has been extended from December 31, 2024, to February 4, 2025.
Operational Update
- The condition precedent date for the gas supply agreement has been delayed from December 31, 2024, to February 4, 2025.
Operational Update
- The condition precedent date for the gas supply agreement has been extended from December 31, 2024 to February 4, 2025.
Sustainability Report
- A$20 million was received from sophisticated institutional investors.
- An additional A$4.6 million was received from existing shareholders through a share purchase plan.
Revised Presentation
- The company is seeking to raise the remaining equity funding through an offer to new and existing shareholders.
Annual Report Presentation
- The company is seeking to raise the remaining equity funding needed to commence construction.
Annual Report
- While the company is making progress, the timeline for reaching a final investment decision has been extended due to the complexities of securing funding in a challenging market environment.
Annual Report
- Arafura is actively seeking equity funding to reach a final investment decision on the Nolans Project.
Annual Report
- A $20 million institutional placement was completed.
- A share purchase plan is targeting an additional $7 million, with potential for up to $3 million in oversubscriptions.
Annual General Meeting Notice
- If all Placement Options are exercised, the Company will raise an additional $17,578,125 (before costs) to further progress the development of the Nolans Project and for general working capital purposes.
Share Purchase Plan Results
- The SPP raised $4.6 million, which is less than the targeted $7 million.
Share Purchase Plan Results
- The SPP raised $4.6 million (before costs).
- A previous placement raised $20 million.
Capital Raising Announcement
- A$20 million placement completed in two tranches.
- A$7 million target for the share purchase plan (SPP), with a potential for A$3 million in oversubscriptions.
General Meeting Results
- Share issuance under Tranche 1 and Tranche 2 of a placement.
- Share issuance under the SPP (including shortfall offer).
- Share issuance to directors under the SPP.
Share Purchase Plan Announcement
- Arafura Rare Earths is conducting a Share Purchase Plan (SPP) to raise A$7 million before costs.
- The company may accept oversubscriptions up to A$3 million.
- The SPP offer price is A$0.16 per new share.
Prospectus
- The company may offer SPP Shortfall Shares to specific investors if the SPP does not reach its target of $7 million.
- The company has conditional approval for US$775 million in senior debt facilities, an additional US$80 million for a cost overrun facility (COF) and a further US$200 million in the form of a standby liquidity facility (SLF).
Gas Sales Agreement Announcement
- The condition precedent date of the Arafura GSA has been extended by five months to December 31, 2024.
- The start date of the Arafura GSA has been deferred by two years to January 1, 2028.
- The NGP is not expected to reopen until later this year.
Gas Sales Agreement Announcement
- The Arafura GSA supply start date has been deferred by two years to January 1, 2028.
- The Northern Gas Pipeline (NGP) is not expected to re-open until later this year.
Announcement and Media Release
- The Arafura GSA has been amended, deferring the supply start date by two years to January 1, 2028.
Announcement and Media Release
- The company will require further gas contracting and funding arrangements by Central to progress appraisal wells at Mereenie and Palm Valley.
Trading Halt Request
- Arafura Rare Earths is completing the placement component of a capital raising.
- The trading halt is pending an announcement regarding the completion of this placement.
Quarterly Activities Report
- The company intends to execute a capital raising to secure the equity required for the project.
- Barrenjoey has been appointed as a third joint lead manager alongside UBS AG and Canaccord Genuity to assist in raising the equity.
Project Funding Update
- The company needs to raise new equity to meet the balance of the Projects funding requirement.
- The COF equity component of US$80 million is targeted to be raised at the same time as the new equity.
Investor Presentation
- The sources and uses of funds includes adjustments for a 3-month delay in first production.
Investor Presentation
- The company is focused on securing equity, leveraging strategic nature of NdPr.
- The balance to be raised through offer to new and existing shareholders.
Project Funding Update
- The project includes an increase in ramp-up period (from 2 years to 3 years), and a 3-month delay in first production.
Conference Presentation
- The company is planning a potential build-up of equity capital.
- Customer/strategic commitment will drive participation of financial groups.
- The balance to be raised through offer to new and existing shareholders.
Quarterly Activities Report
- The company intends to execute a capital raising when debt financing with key credit approvals is in place.
- The company is targeting a substantial portion of the equity requirement via cornerstone investors ahead of launching a public equity raising with institutions and retail investors.
Conference Presentation
- The company is planning a potential build-up of equity capital.
- The company has appointed Joint Lead Managers.
- The company is seeking customer/strategic commitment to drive participation of financial groups.
- The company is planning to raise capital through an offer to new and existing shareholders.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.