Options Prospectus
Summary
- OAR Resources Limited is offering options to noteholders and the lead manager of a previous capital raising.
- The offer includes 218,750,000 CN Options to noteholders and 60,000,000 Broker Options to the lead manager.
- Both CN Options and Broker Options are exercisable at $0.007 each on or before June 30, 2027.
- No funds will be raised under these offers.
- The purpose of the prospectus is to remove trading restrictions on the sale of options issued prior to the closing date, under section 708A(11) of the Corporations Act.
- The company secured up to $1.75 million in funding through convertible notes in April 2023.
- The lead manager for the capital raising, GBA Capital, will receive 60,000,000 options as part of their compensation.
- The expiry date for the CN Options and Broker Options was extended to June 30, 2027, due to delays in issuing them.
- Shareholder approval to issue the CN Options and Broker Options was obtained on July 31, 2024.
- The expenses of the Offers will be met from the Company's existing cash reserves and are estimated to be approximately $25,019.
Sentiment
Score: 6
Explanation: The sentiment is neutral. While the company is issuing options and has secured funding in the past, there are also risks associated with the speculative nature of the investment and potential dilution. The delay in issuing options is a minor concern.
Positives
- Shareholder approval has been obtained for the issuance of the CN Options and Broker Options.
- The extension of the option expiry date to June 30, 2027, provides more time for the options to be exercised.
- The prospectus aims to remove trading restrictions, potentially increasing liquidity for option holders.
- The company has existing cash reserves to cover the expenses of the offers, estimated at $25,019.
Negatives
- The options are considered speculative investments.
- There were delays in issuing the CN Options and Broker Options, requiring an extension of the expiry date.
- The offers will increase the number of options on issue from 260,000,000 to 538,750,000, which could dilute existing shareholders if the options are exercised.
- The expenses of the Offers will have an effect on the Company's financial position, being the costs of preparing the Prospectus of approximately $25,019.
Risks
- The options offered are considered highly speculative.
- Climate-related factors may affect the company's operations.
- Exploration costs may differ materially from estimates.
- Mining and exploration tenements are subject to periodic renewal and potential relinquishment.
- The company may require additional capital in the future.
- The company's annual report includes a note on the financial condition of the company, and it is highly likely that further funding will be required to meet the medium to long-term working capital costs of the Company.
- Sovereign risks exist in countries where the company has tenements, including Australia, the United States, Brazil, Namibia and Peru.
- Exploration activities have inherent uncertainty, and there is no assurance of discovering economic mineralisation.
- The company may make strategic investments or acquisitions, which carry inherent risks.
- Enforcing liabilities against assets outside of Australia may be difficult.
- The company's operations may be affected by various operating risks, including infrastructure issues and environmental accidents.
- Environmental risks are associated with mining operations.
- The company relies on key personnel, and their departure could impact operations.
- Commodity price volatility and exchange rate risks could affect revenue.
- Insurance may not fully cover all potential events.
- Share market conditions may affect the value of the company's securities.
- The company faces competition in its industry.
- Volatility in global credit and investment markets could affect the company's performance.
- Government and legal risks exist.
- Force majeure events could adversely affect projects.
- Future issuance of securities may result in dilution.
- Taxation consequences may vary for investors.
- The company is exposed to possible litigation risks.
- General economic conditions and other global or national issues may have an adverse effect on the company's operations and financial performance.
Future Outlook
The Prospectus contains forward-looking statements regarding expected future events and actions, but cautions that actual results may differ due to various risks and uncertainties. The company does not intend to update or revise these statements, except as required by law.
Industry Context
This announcement relates to the financing activities of a resource exploration company, which is common in the junior mining sector. Companies often use options and convertible notes to raise capital and incentivize service providers. The extension of option expiry dates suggests potential challenges in meeting initial timelines, which is not uncommon in the industry.
Comparison to Industry Standards
- Issuing options to noteholders and lead managers is a common practice in the junior mining sector to incentivize investment and services.
- The exercise price of $0.007 is relatively low, reflecting the speculative nature of the company's projects.
- Extending option expiry dates is not uncommon when companies face delays or need to provide additional incentives.
- Similar companies like Chalice Mining and IGO Limited also use option schemes to attract and retain talent and raise capital.
Stakeholder Impact
- Shareholders may experience dilution if the options are exercised.
- Noteholders will receive CN Options, potentially increasing their investment value if the share price increases.
- The lead manager, GBA Capital, will receive Broker Options as compensation for their services.
- Employees and management may be affected by the company's ability to secure funding and advance its projects.
Next Steps
- Application for Official Quotation of the CN Options and Broker Options will be made to the ASX.
- The Company will issue holding statements for Options issued under the Offers as soon as practicable after the issue of the Options.
Key Dates
- 24 April 2023: Date of the CN Capital Raising mandate with GBA Capital.
- 28 April 2023: Company announced securing up to $1.75 million in funding through convertible notes.
- 14 June 2023: Company received Shareholder approval for the issue of Tranche 2 Notes.
- 16 December 2023: Vesting date for Tranche 2 Retention Rights and Performance Rights held by Anthony Greenaway and Yugi Gouw.
- 5 April 2024: Company announced issuing 50,000,000 options to the lead manager and broker for the placement.
- 27 May 2024: Company announced extending the expiry date of CN Options and Broker Options to 30 June 2027.
- 30 June 2027: Expiry date for the CN Options and Broker Options.
- 31 July 2024: Company obtained Shareholder approval to issue the CN Options and Broker Options.
- 8 August 2024: Lodgement of Prospectus with the ASIC and ASX; Opening Date.
- 9 August 2024: Closing Date for the Offers (5:00pm WST).
Keywords
Filings with Classifications
Shareholder Update
- Trading of the company's securities will be on a deferred settlement basis from December 3, 2024 to December 11, 2024, delaying the full implementation of the name and ticker change.
Annual General Meeting Results
- Resolution 15 approved the issuance of future capital raising shares.
Annual General Meeting Notice
- The company is seeking shareholder approval to issue up to 500,000,000 shares (pre-consolidation) in a future capital raising.
- The issue price will be no less than 80% of the 5-day VWAP at the time of issue.
- The funds raised are intended for debt repayment, working capital, project development, acquisition costs, and potential new acquisitions.
Investor Presentation
- The company has limited cash on hand and may need to raise additional capital to fund its exploration activities.
Options Prospectus
- The company experienced delays in issuing the CN Options and Broker Options, which led to an extension of the expiry date to June 30, 2027.
Quarterly Report
- OAR successfully raised $1 million through a share placement.
- The company may need to raise additional capital in the future to fund its exploration activities.
Results of General Meeting
- Resolution 8 indicates approval to issue shares under Listing Rule 7.1, suggesting a potential future capital raise.
Notice of General Meeting
- Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Capital Raising Securities.
- The Company is proposing to issue up to 500,000,000 Shares at an issue price of no less than 80% of the 5-day VWAP at the time of issue per Share (Future Issue Shares) to professional and sophisticated investors who are unrelated parties of the Company (Future Capital Raising).
Quarterly Report
- The company successfully raised AUD $1 million through a share placement.
- The funds will be used to support environmental studies for uranium EPLs in Namibia and to grow the company's global portfolio.
- The company may need to raise additional capital in the future to fund its operations, given its low cash reserves.
Trading Halt Request
- Oar Resources is undertaking a capital raising managed by CPS Capital Group Pty Ltd.
- The details of the capital raising will be announced after the trading halt is lifted.
Exploration Update
- OAR will issue 100,000,000 fully paid ordinary shares (Tranche 1 and Tranche 2 Deferred Consideration Shares) to the Vendors (50,000,000 OAR ordinary shares per EPL) subject to confirmation in writing that EPL 9652 and EPL 9725 have both been granted.
- On the 12-month anniversary of EPL 9652 or EPL 9725 being granted, OAR will issue an aggregate of 100,000,000 fully paid OAR ordinary shares (Tranche 3 and Tranche 4 Deferred Consideration Shares) to the Vendors (50,000,000 OAR ordinary shares per EPL).
- Within four (4) years of EPL 9652 or EPL 9725 being granted, should OAR announce a JORC compliant uranium resource of 50M pounds at 100ppm or greater on each EPL, OAR will issue the Vendors 50,000,000 OAR ordinary shares for each EPL (Tranche 5 and Tranche 6 Deferred Consideration Shares).
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.