5 June, 2009
17th June 2016
ASX: FNT
RE: Invitation to Participate in Frontier Resources Share Purchase Plan
Dear Shareholder,
Frontier Resources Ltd (Frontier or the Company) is pleased to announce details of its Share Purchase Plan (Plan). Under the Plan, Eligible Shareholders have the opportunity to purchase up to $15,000 worth of fully paid ordinary shares in the Company (Shares) at $0.03 per share representing an 18% discount to the 5-day volume weighted average price of the past five trading days prior to announcement, without incurring brokerage /transaction costs.
The offer under the Plan (Offer) will raise up to $293,126.81 on the terms and conditions (Terms and Conditions) contained in this letter (Announcement).
This will provide Frontier with funds for mineral exploration in Papua New Guinea, including continuing drilling on the high- grade gold targets at Bulago as soon as possible, and corporate costs.
Shareholders Eligible to Participate in the Plan
The right to participate under the Plan is optional and is available exclusively to Frontier shareholders who are registered as holders of Shares at 5.00 p.m (Eastern Standard Time) on the Record Date of 16 June 2016 and whose registered address is in Australia or New Zealand (Eligible Shareholders).
Share Purchase Plan
The Plan entitles Eligible Shareholders, irrespective of the size of their shareholding, to purchase up to $15,000 worth of Shares priced at a discount of approximately 18% to the volume weighted average market price (VWAP) for the Shares over the last 5 trading days on which sales in the shares were recorded before the day on which the issue was announced at 3.0 cents/share (Price). The Price represents an approximate 30% discount to the VWAP of Frontier Shares traded on the ASX during the 31 trading days immediately prior to the announcement date of this Offer, being 4.31 cents.
Frontier intends to raise a maximum of $293,126.81, as limited by the Australian Securities Exchange (ASX) Listing Rules to a maximum of 9,770,893 Shares, representing 30% of Frontier's share capital.
Frontier will close the issue at the time required so that not more than 30% of that number of Shares already on issue, will be issued under the Plan. This means the issue could close early and subscriptions will be accepted in their order of receipt. Directors Peter and Paige McNeil intend to participate under the Share Purchase Plan to maintain their total 19.9% equity level in the Company and any required scaleback decisions will be made by the Board and are final.
An outline of the Plan is set out in this letter and the enclosed Terms and Conditions. An Application Form for the Plan (Application Form) and reply paid envelope are included in this package.
Current Activities
Details of Frontier's current activities are set out in the announcements made by Frontier to the ASX and are available from the ASX, or Frontier's website at www.frontierresources.com.au. The funds raised under the Plan will be used for drilling the high- grade gold targets on the Bulago EL and towards corporate costs.
How much can you invest?
Eligible Shareholders may each apply for a maximum of $15,000 worth of Shares under the Plan.
Subscription and Application Procedure
If you would like to participate in the Offer, no late applications will be accepted and you can either:
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Complete the enclosed Application Form and send it together with your payment by cheque made payable to "Frontier Resources Ltd" and drawn in Australian currency for the correct amount, to Frontier's share registry, Computershare at GPO Box 505 Melbourne Victoria 3001 Australia to be received by the share registry no later than 5.00 p.m (EST) on the Closing Date of 6 July 2016; or
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Make a BPAY®1 payment from your cheque or savings account by using the Biller Code and Reference Number shown on your Application Form which is required to identify your holding. If you have multiple holdings you will have multiple BPAY Reference Numbers.
To ensure you receive your Shares under the Offer in respect of that holding you must use the specific Biller Code and Reference Number shown on each personalised Application Form when paying for any Shares that you may wish to apply for in respect of that holding. If you inadvertently use the same Reference Number for more than one of your applications, you will be deemed to have applied only for that application to which that Reference Number applies and any excess amount will be refunded.
If you make your payment using BPAY® you do not need to return your Application Form. New Zealand holders will not be able to make a payment using BPAY®.
Payments made by BPAY® received after 5.00p.m. (EST) on 6 July 2016 will not be accepted. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. You may also have your own limit on the amount that can be paid via BPAY. It is your responsibility to check that the amount you wish to pay via BPAY does not exceed your limit.
Applicants should not forward cash and direct bank transfers are not permitted.
Eligible Shareholders may participate by selecting one of the following offers to purchase Shares under the Plan:
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Offers
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Total Amount Payable
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Number of Shares Purchased 3.0C
|
|
Offer A
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$15,000
|
500,000
|
|
Offer B
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$12,000
|
400,000
|
|
Offer C
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$10,000
|
333,333
|
|
Offer D
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$8,000
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266,667
|
|
Offer E
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$6,000
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200,000
|
|
Offer F
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$5,000
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166,667
|
|
Offer G
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$4,000
|
133,333
|
|
Offer H
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$3,000
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100,000
|
|
Offer I
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$2,000
|
66,667
|
|
Offer J
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$1,000
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33,333
|
|
Offer K
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$500
|
16,667
|
|
Offer L
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$200
|
6,667
|
Once an application has been made it cannot be revoked. All valid applications shall be deemed accepted if received before the Closing Date of 6 July 2016. If the exact amount of money is not tendered with your application, Frontier reserves the right to either:
-
Return your Application Form and/or payment and not allot any Shares to you; or
-
Allot to you the number of Shares that would have been allotted had you applied for the highest designated amount that is less than the amount of your payment and refund the excess application money to you by cheque as soon as possible, without interest.
The maximum investment any shareholder may apply for will remain $15,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the
shareholder has more than one holding under a separate account). It is the responsibility of the applicant to ensure that the aggregate of the application price paid for the Shares the subject of the application and any other shares and interests in the class applied for by you under the Plan or any similar arrangement in the 12 months prior to the date of submission does not exceed
$15,000.
Custodians and Nominees
Eligible Shareholders who hold Shares as Custodian or Nominee (Custodian) for one or more persons on the Record Date (Beneficiary) may apply for up to a maximum amount of A$15,000 worth of Shares in respect of each Beneficiary who is resident in Australia or New Zealand, subject to providing a Custodian Certificate to Frontier, as described in the Terms and Conditions enclosed with this letter. Please refer to the Terms and Conditions for more details.
1 ® Registered to BPAY Pty Ltd, ABN 69 079 137 518
Acceptance of Risk Factors
On the last trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on ASX was $0.03. The market price of Shares in Frontier may rise and fall between the date of the Offer and the date that any Shares are issued to you as a result of your application under this Offer. By making an application under this Offer and applying for Shares under the Plan, each Eligible Shareholder will be acknowledging that although the Purchase Price is at a discount, Shares are a speculative investment and the price of Shares on ASX may change between the date of Frontier announcing its intention to make an Offer and the date of issue of Shares under that Offer and that the value of the Shares received under the Plan may rise or fall accordingly. The Board recommends that you obtain your own financial advice in relation to the Offer and consider price movements of Shares in the 3 months prior to making an application under this Offer.
Additional Information and Important Dates
The offer of Shares under the Plan is made in accordance with ASIC Class Order 09/425 and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act (2001) (Cth). The Offer cannot be transferred and the Directors of Frontier reserve the right in their absolute discretion to reject, or scale back, on an equitable basis, any application. Shares allotted under the Plan will be issued no later than 10 business days after the Closing Date of the Offer. Application for quotation on ASX of the new Shares will be made immediately following the issue of those Shares.
The maximum amount proposed to be raised under the Offer is $293,126.81. In the event of oversubscription on the Closing Date the Directors may, in their absolute discretion, scale-back applications as received. Scale-back for Shares held by Custodians will be applied at the level of the underlying Beneficiary. If Frontier rejects or scales-back an application or purported application, Frontier will promptly return to the shareholder the relevant application monies, without interest.
Foreign offer restrictions
This document may not be released or distributed in any country other than Australia and New Zealand. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.
New Zealand Shareholders
The Shares offered under the Plan are not being offered or sold to the public within New Zealand other than to existing shareholders of Frontier with registered addresses in New Zealand and to whom the Offer is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand). This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.
Shortfall Placement
In the event that less than $293,126.81 is subscribed for, the full amount of the shortfall may be placed at the discretion of the Board subject to compliance with the necessary legal requirements.
Indicative Timetable
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Record Date for Share Purchase Plan
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16 June 2016
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Announce Share Purchase Plan
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17 June 2016
|
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Section 708A "Cleansing Notice" lodged with ASX
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17 June 2016
|
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Dispatch Share Purchase Plan booklet to shareholders and release Offer Letter on the ASX
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22 June 2016
|
|
Share Purchase Plan Opens
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22 June 2016
|
|
Closing date for Share Purchase Plan
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6 July 2016
|
|
Lodge Appendix 3B, Issue of new shares under the Share Purchase Plan
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12 July 2016
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Dispatch of holding statements/ confirmation advices
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15 July 2016
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|
Quotation commences
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18 July 2016
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These dates are indicative only. Frontier may vary the dates and times of the Offer without notice. Accordingly, shareholders are encouraged to submit their Application Form as early as possible.
Should you wish to discuss any information contained in this letter further, do not hesitate to contact Frontier's Company Secretary, Matthew Foy on +618 9486 4036 or email [email protected]
Yours faithfully
Matthew Foy Company Secretary Frontier Resources Ltd