TIDMEUR
RNS Number : 2201B
European Lithium Limited
06 October 2020
European Lithium Ltd
("European Lithium", "EUR" or "the Company")
UPDATE ON SPP AND EMPIRE MANDATE
European Lithium Limited (ASX:EUR)(FRA: PF8)(VSE: ELI)( AQSE :
EUR) (the Company) is conducting a share purchase plan (SPP) which
offers all existing eligible shareholders the opportunity to
subscribe for new shares at $0.0475 per Share up to a maximum of
666,667 shares (maximum of $30,000). Funds raised under the SPP
will be used primarily towards exploration on E47/4144.
Timetable
The Company is in the process of finalising the offer booklet
for the SPP. The Company estimates that the offer booklet will be
dispatched to eligible shareholders on 8 October 2020 and that the
SPP offer will open on the same day. A revised indicative timetable
for the SPP is set out in Annexure.
Participation
To apply for Shares under the SPP, shareholders should read the
offer booklet and follow the instructions on the personalised
application form accompanying the offer booklet.
Beneficial holders whose shares are held through a custodian and
who wish to participate in the SPP should contact their
custodian.
Shortfall
EUR reserves its right to place any shortfall under the SPP at a
price not less than the Issue Price in accordance with its share
issue capacity under the Listing Rules. For details on the
shortfall, please contact Empire Capital on +61 8 9388 9230 or
p.dsylva@empireequity.co.uk between 8.30am and 5.30pm (WST).
Corporate Advisor Mandate with Empire Capital
The Company is pleased to advise that it has executed a mandate
with Empire Capital Pty Ltd (Empire), a boutique corporate advisory
and investment firm focused on investments in the Australian
resources and oil and gas sectors, to provide corporate advisor
services to EUR (Mandate).
The Mandate services comprise two major components:
a) Corporate advisor and lead manager services to advise and
lead an acquisition transaction involving a merger or exchange
offer, acquisition of assets or equity interests, or similar
transaction involving all or a majority of the Company's business,
assets, or equity interests (M&A Transaction); and
b) lead and manage a financing transaction by way of an equity
raise, debt facility and offtake agreement and/or other debt, or
structured finance for parties through whom Empire obtains funding
proposals in connection with the M&A Transaction for a minimum
of A$10M and a maximum of A$20M (Financing Transaction).
Empire's services to the Company include but are not limited
to:
a) identifying and qualifying potential M&A targets;
b) preparing information package or confidential information
memorandum;
c) advising the Company as to the transaction strategy etc;
d) introducing and participating in confidential transaction
discussions with potential counterparties introduced by Empire;
e) assisting and participating in any due diligence
exercise;
f) advising the Company as to the structure and form of the transaction; and
g) assisting, as necessary, in the preparation of contracts,
documents, approvals and related matters necessary to close the
transaction.
The Company confirms that as of today, no target has been
identified for a M&A Transaction and no proposal has been
initiated for a Financing Transaction. Announcements will be made
in accordance with ASX Listing Rules as and when they are required
for such transactions.
Under the terms of the Mandate:
a) The Mandate commences on 1 October 2020 and will continue for
12 months unless terminated earlier in accordance with its terms
(the Company may terminate this Agreement at any time, with or
without cause, on written notice to Empire);
b) EUR will issue Empire 1 million fully paid ordinary shares
upon the execution of the Mandate. These shares will be issued
without shareholder approval and using the Company's existing
capacity under Listing Rule 7.1;
c) EUR will pay Empire a monthly fee of $5,000 (exclusive of
GST) to be paid, subject to the Listing Rules, in equity at an
issue price equal to a 15% discount to the 10-day VWAP, payable
upon the Company completing a $2 million placement and $2 million
share purchase plan (refer to the ASX announcement on 23 September
2020);
d) Subject to the Listing Rules, Empire will be issued 2.5
million fully paid ordinary shares upon the execution of a binding
heads of agreement (HoA Shares) for a M&A Transaction and
Financing Transaction; and
e) Upon entering into definitive transaction documents and
subject to the Listing Rules, Empire will be issued Shares to the
value of 3% of the total value of the M&A Transaction and 6% of
the Financing Transaction; with an issue price at a 15% discount to
the 10-day VWAP less the 2.5 million HoA Shares under paragraph d)
above.
Tony Sage
Non-Executive Chairman
European Lithium Limited
- END -
Visit the Company's website to find out more about the advanced
Wolfsberg Lithium Project located in Austria.
For further information please contact:
European Lithium Ltd +61 861 819 792
Tony Sage info@europeanlithium.com
NEX Corporate Adviser +44 207 220 1666
James Joyce
James Sinclair-Ford
Annexure "A"
Share Purchase Plan Timetable
Event Date
Record date for eligibility to participate 5.00pm (AWST), 22
in the SPP September 2020
--------------------
Dispatch of SPP offer Documents and SPP offer 8 October 2020
open
--------------------
SPP closing Date 3 November 2020
--------------------
Announcement of SPP Participation Results 6 November 2020
--------------------
Issue of new shares under the SPP 12 November 2020
--------------------
The timetable is indicative only and remains subject to change
at EUR's discretion, subject to compliance with applicable laws and
the ASX Listing Rules.
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END
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