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Important Information
This is a second supplementary prospectus (Second Supplementary Prospectus) intended to be read with the prospectus issued by the Company dated 30 November 2016 (Prospectus), and the supplementary prospectus issued by the Company dated 19 December 2016 (First Supplementary Prospectus).
This Second Supplementary Prospectus is dated 22 December 2016 and was lodged with ASIC on that date. Neither ASIC, the ASX, nor their respective officers take any responsibility for the contents of this Second Supplementary Prospectus.
Other than as set out below, all details in relation to the Prospectus and the First Supplementary Prospectus remain unchanged. Unless the context otherwise requires, defined terms and abbreviations used in this Second Supplementary Prospectus have the same meanings as given to them in the Prospectus. If there is a conflict between the Prospectus, the First Supplementary Prospectus and this Second Supplementary Prospectus, this Second Supplementary Prospectus prevails.
The Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus are important documents and should all be read in their entirety. If you do not understand these documents you should consult with your professional advisers without delay.
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Purpose of Second Supplementary Prospectus
The purpose of this Second Supplementary Prospectus is to provide additional information in relation to:
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the use of funds raised under the SPP;
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the SPP Shortfall; and
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the expenses of the SPP and the SPP Option Offer.
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Amendments to the Prospectus
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Use of funds
Section 3.1 of the Prospectus stated that funds raised under the SPP will be used to progress the development of the Company's flagship Mount Peake Iron-Vanadium-Titanium Project in the Northern Territory and to provide general working capital.
As announced by the Company on 19 December 2016 and as detailed in the First Supplementary Prospectus, in light of the exceptionally strong response to the SPP from Eligible Shareholders, the Board resolved:
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to increase the SPP cap from $4 million to $7 million (before costs); and
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to extend the Closing Date from Monday, 19 December 2016 to Friday, 23 December 2016,
(Revised Offer).
The Company confirms, for the avoidance of any doubt, that the use of funds remains as set out in Section 3.1 of the Prospectus. Any funds raised in excess of the original $4 million cap will also be used to progress the development of the Company's flagship Mount Peake Iron- Vanadium-Titanium Project in the Northern Territory and for additional working capital if required.
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SPP Shortfall
The Company is pleased to advise that, as at the date of this document, it has received valid applications under the SPP for approximately $6.1 million of Shares (and Options) from Eligible Shareholders.
Subject to limitations on the number of Shares and Options that can be issued by the Company under its ASX Listing Rule 7.1 placement capacity (as detailed in Section 1.9 of the Prospectus), any Shares and Options offered pursuant to the Revised Offer which are not subscribed for by Eligible Shareholders under the SPP will comprise the SPP Shortfall and may be offered to institutional or sophisticated investors as a separate placement. The Company's ASX Listing Rule 7.1 capacity remains at 110,690,907 equity securities, as set out in Section
1.9 of the Prospectus.
The Company advises that it has not given any indications to institutional or sophisticated investors as to the level of SPP Shortfall that may be offered to them if an SPP Shortfall exists. A small number of existing sophisticated or professional Shareholders have indicated a willingness to participate in subscribing for additional Shares and Options under the SPP Shortfall if one exists. No commitments have been made to these Shareholders as to the level of any participation in any SPP Shortfall offer.
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Expenses of the SPP Option Offer
Section 4.10 of the Prospectus provided that the estimated expenses of the SPP and the SPP Option Offer were $86,794. As noted in Section 3.4 of the First Supplementary Prospectus, these estimated expenses increased by approximately A$23,000 as a result of the Revised Offer. A breakdown of these revised estimated expenses is listed below:
Original Estimate
Revised Estimate
(following changes to the SPP and the SPP Option Offer)
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A$
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A$
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ASIC Lodgement fee
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2,350
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2,350
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ASX quotation fee
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21,944
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29,778
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Legal and preparation expenses
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42,500
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52,500
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Printing, mailing and other expenses
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20,000
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25,000
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Total
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86,794
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109,628
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Director's authorisation
This Second Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors. The Directors do not consider that this Second Supplementary Prospectus is materially adverse to Shareholders.
In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Second Supplementary Prospectus with ASIC.
This Second Supplementary Prospectus is signed for and on behalf of Company by:
Paul Burton Managing Director TNG Limited
Dated: 22 December 2016