Letter to Shareholders re Rights Offer
Non-renounceable pro rata offer
On 3 August 2017, White Cliff Minerals Limited (Company) announced a proposed partially underwritten one (1) for two (2) non-renounceable pro rata entitlement offer at an issue price of A$0.002 per share to raise up to approximately A$1,879,477 (before expenses) (Offer).
A prospectus for the Offer was lodged with ASIC and ASX on 4 August 2017 and is available on the ASX website and the Company's website.
To view the Rights Issue Prospectus, please visit: http://abnnewswire.net/lnk/D071655K
The purpose of this letter is to provide you with key information about the Offer before the prospectus for the Offer is sent to eligible shareholders in accordance with the requirements of the Australian Securities Exchange (ASX).
Key information in connection with the Offer and important dates are set out below for your reference:
(a) The Offer is a non-renounceable pro-rata offer and is being undertaken on the basis of one (1) new fully paid ordinary share (New Share) for every two (2) fully paid ordinary shares held by eligible shareholders at $0,002 cents per New Share.
(b) Eligible shareholders include those shareholders whose registered address is within Australia or New Zealand as at the Record Date (Eligible Shareholders).
(c) The record date for Eligible Shareholders is 5.00pm (WST) on Wednesday, 9 August 2017 (Record Date).
(d) A maximum of 939,738,862 New Shares will be issued under the Offer. This number excludes shares which may be issued in the event that an option holder elects to exercise their right to convert their securities to ordinary shares prior to the Record Date. This number is also subject to a final reconciliation and rounding of entitlements.
(e) After completion of the Offer, the Company will have up to 2,819,216,586 ordinary shares on issue, all of which will be quoted on the ASX. The Company will also have 384,172,274 options on issue.
(f) As a non-renounceable entitlement offer, no rights are tradeable on ASX and they are not transferable. Eligible Shareholders who elect not to take up their entitlement will have their right to participate in the offer lapse.
(g) New Shares will rank equally with the Company's existing fully paid ordinary shares.
(h) Shareholder approval of the Offer is not required.
(i) The Offer will be undertaken with a prospectus in accordance with section 713 of the Corporations Act 2001 (Cth).
Q) The Offer is partially underwritten by Gleneagle Securities Nominees Pty Ltd (Underwriter) up to $1,000,000 for an underwriting fee paid by way of the issue of options as set out in Appendix A and B of the Prospectus.
(k) The Company has also appointed Gleneagle Securities Nominees Pty Ltd as lead manager to the Offer (Lead Manager) to place any shortfall with new investors to the Company.
(I) The Company does not have a dividend policy. Payment of future dividends will depend upon future profitability and the financial position of the Company.
Use of the proceeds
The funds raised under the Offer are intended to be applied as follows:
(a) to fund the on-going exploration programme of the Chanach copper-gold project;
(b) to fund selected drilling of the Company's Western Australia located gold targets;
(c) general working capital; and
(d) the expenses of the Offer.
Full details of the Offer are contained in the prospectus lodged with ASIC. A copy of the prospectus will be dispatched to each Eligible Shareholder together with personalised entitlement and acceptance forms, on or about Friday, 11 August 2017.
The anticipated timetable for the Offer is as follows:
Event: Announcement of Offer
Date: 3 August 2017
Event: Prospectus lodged with ASIC and ASX
Date: 4 August 2017
Event: Notice of Offer sent to Shareholders
Date: 7 August 2017
Event: Ex-date (date from which Shares begin trading without the entitlement to participate in the Offer)
Date: 8 August 2017
Event: Record Date (to identify Shareholders entitled to participate in the Offer)
Date: 9 August 2017
Event: Prospectus and Entitlement and Acceptance Forms sent to Eligible Shareholders
Date: 11 August 2017
Event: Last day to extend the Closing Date
Date: 22 August 2017
Event: Offer closes (Closing Date)
Date: 25 August 2017
Event: New Shares quoted on a deferred settlement basis
Date: 28 August 2017
Event: Notice to ASX of Shortfall
Date: 30 August 2017
Event: New Shares issued
Date: 1 September 2017
Event: Dispatch of Holding Statements
Date: 3 September 2017
Event: Normal trading of New Shares on ASX commences
Date: 4 September 2017
For further information on the Offer, please see the Company's announcements available on the ASX website or the Company's website. Alternatively, please contact Computershare Investor Services Pty Ltd on +61-8-9415-4000 or the Company on +61-8-9321-2233 from 9.00am to 5.00pm Perth time, Monday to Friday.
To view the full release, please visit:
About White Cliff Minerals Ltd
Kyrgyz Aucu Gold Project (90%): The Project contains extensive porphyry related gold and copper mineralisation starting at the surface and extending over several kilometres. Drilling during 2014-6 has defined a gold deposit currently containing an inferred resource of 1.8Mt at 5.2 g/t containing 302,000 ounces of gold and 608,000 tonnes at 0.64% copper containing 3870 tonnes of copper. Drilling has also defined a significant copper deposit at surface consisting of 10Mt at 0.41% copper containing 41,000 tonnes of copper.
Extensive mineralisation occurs around both deposits demonstrating significant expansion potential. The project is located in the Kyrgyz Republic, 350km west-southwest of the capital city of Bishkek and covers 57 square kilometres. The Chanach project is located in the western part of the Tien Shan Belt, a highly mineralised zone that extending for over 2500 km, from western Uzbekistan, through Tajikistan, Kyrgyz Republic and southern Kazakhstan to western China.
Merolia Gold and Nickel Project (100%): The project consists of 771 square kilometres of the Merolia Greenstone belt and contains extensive ultramafic sequences including the Diorite Hill layered ultramafic complex, the Rotorua ultramafic complex, the Coglia ultramafic complex and a 51 kilometre long zone of extrusive ultramafic lavas. The intrusive complexes are prospective for nickel-copper sulphide accumulations possibly with platinum group elements, and the extrusive ultramafic rocks are prospective for nickel sulphide and nickel-cobalt accumulations.
The project also contains extensive basalt sequences that are prospective for gold mineralisation including the Ironstone prospect where historical drilling has identified 24m at 8.6g/t gold. Soil sampling in 2016 has identified multiple mineralised gold trends at Burtville East, Comet Well and Ironstone which will be drilled in 2017.
Bremer Range Nickel Project (100%): The project covers over 127 square kilometres in the Lake Johnson Greenstone Belt, which contains the Emily Ann and Maggie Hayes nickel sulphide deposits. These mines have a total resource of approximately 140,000 tonnes of contained nickel. The project area has excellent prospectivity for both komatiite associated nickel-cobalt sulphides and amphibolite facies high-grade gold mineralisation.
Lake Percy Lithium Project (100%): Substantial lithium anomalism has been identified within untested outcropping pegmatites within the Lake Percy tenements.
Laverton Gold Project (100%): The project consists of 136 square kilometres of tenement applications in the Laverton Greenstone belt. The core prospects are Kelly Well and Eight Mile Well located 20km southwest of Laverton in the core of the structurally complex Laverton Tectonic zone immediately north of the Granny Smith Gold Mine (3 MOz) and 7 kilometres north of the Wallaby Gold Mine (7MOz).
White Cliff Minerals Ltd