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Important Information
This is a supplementary prospectus (Supplementary Prospectus) intended to be read with the prospectus dated 30 November 2016 (Prospectus), issued by the Company.
This Supplementary Prospectus is dated 19 December 2016 and was lodged with ASIC on that date. Neither ASIC nor its officers takes any responsibility for the contents of this Supplementary Prospectus.
Other than as set out below, all details in relation to the Prospectus remain unchanged. Unless the context otherwise requires, defined terms and abbreviations used in this Supplementary Prospectus have the same meanings as given to them in the Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus prevails.
This is an important document and should be read in its entirety. If you do not understand it you should consult with your professional advisers without delay.
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Reasons for Supplementary Prospectus
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Purpose of this document
The purpose of this Supplementary Prospectus is to update the Prospectus to reflect:
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an increase in the maximum amount that may be raised under the SPP from A$4,000,000 to A$7,000,000 (before costs); and
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to extend the Closing Date from Monday, 19 December 2016 to Friday, 23 December 2016.
These changes were described in the ASX announcement released to ASX on 19 December 2016, a copy of which is annexed to this Supplementary Prospectus.
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Application Forms
The Application Form enclosed with the SPP Booklet remains valid and Applications for Shares under the SPP and Options under the Supplementary Prospectus must be made using the Application Form (see the Application Form and Section 1.5 of the Prospectus for detailed instructions on how to complete the Application Form and return it by the Closing Date).
Eligible Shareholders who have already applied for Shares under the SPP at the date of this Supplementary Prospectus are not required to re-submit an Application Form unless they wish to apply for additional Shares up to the maximum amount of A$14,999.99, as referred to in the SPP Offer Booklet released to ASX on 1 December 2016.
Eligible Shareholders who would like to apply but have misplaced their Application Form should contact the Company Secretary any time between 9.00am and 5.00pm (AWST) Monday to Friday on +61 8 9327 0900.
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Amendments to the Prospectus
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Revised indicative timetable
The indicative timetable for the SPP Option Offer is updated under this Supplementary Prospectus as follows:
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Event
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Date (and time if relevant)
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Closing Date
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5.00pm AWST, 23 December 2016
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Anticipated date for issue of the Options
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30 December 2016
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Anticipated date for sending holding statements
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3 January 2017
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Anticipated trading date of Options
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3 January 2017
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Updated effect of the revised SPP Option Offer
Under this Supplementary Prospectus, the principal effect of the SPP Option Offer, assuming all Options offered under the Supplementary Prospectus are issued, will be to increase the number of Options currently on issue by a maximum of 25,925,925 (assuming that the SPP Option Offer is fully subscribed for).
If all of these 25,925,925 Options are exercised, the Company will be paid exercise proceeds of A$5,185,185 (before costs) and an additional 25,925,925 Shares will be issued to Optionholders.
If exercised, these Options will be converted into Shares, thereby causing the shareholdings of Shareholders to be diluted by up to 3.1% (on the basis that the SPP is fully subscribed, all of the Options offered under this Supplementary Prospectus are issued and exercised, no other Shares are issued and no existing options on issue at the date of this Supplementary Prospectus are exercised).
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Updated effect on capital structure
Under this Supplementary Prospectus, the effect of the SPP Option Offer on the capital structure of the Company, assuming the SPP is fully subscribed for, and all of the Options offered under this Supplementary Prospectus are issued (but no other Shares are issued or options exercised), is set out below:
Balance at the date of
Number of Shares
Number of unlisted options
(1)
Options Offered under this Supplementary Prospectus
this Supplementary Prospectus(2)
751,772,713 13,000,000 -
Maximum to be issued
under the SPP 51,851,851 - -
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Maximum to be issued under the SPP Option
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25,925,925
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Offer(3)
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Total Securities on
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issue after the SPP
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803,624,564
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13,000,000
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25,925,925
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Option Offer
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Shares to be issued if
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conversion of Options
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25,925,925
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13,000,000
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(25,925,925)
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occurs
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Diluted capital position
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829,550,489
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13,000,000
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(1) Details of options:
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Exercise Date
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Exercise Price
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Number
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4 January 2017
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A$0.15
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1,000,000
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6 June 2017
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A$0.15
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4,500,000
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7 September 2019
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A$0.20
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1,500,000
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13 December 2019
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A$0.27
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6,000,000
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Assuming no options are exercised prior to the date of this Supplementary Prospectus.
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The Company will apply for Official Quotation of the Options issued under the SPP Option Offer.
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Updating pro-forma balance sheet
The pro-forma balance sheet in section 3.4 of the Prospectus is updated under this Supplementary Prospectus as follows:
3.4 Pro-forma balance sheet
The pro-forma balance sheet is based on the statement of financial position as at 31 October 2016 that has then been adjusted (assuming the SPP is fully subscribed for) to reflect the issue of 51,851,851 Shares pursuant to the SPP, at an issue price of A$0.135 and 25,925,925 free attaching Options pursuant to the SPP Option Offer to raise a maximum amount of A$7,000,000 before the costs of the SPP and SPP Option Offer. The pro-forma balance sheet is prepared on the basis that the SPP and SPP Option Offer raise A$6,890,372 after costs (which costs have increased by approximately A$23,000 as a result of the changes to the Offer). This has been reflected as an increase in cash reserves with a corresponding increase in issued capital.
The pro-forma, unaudited balance sheet excludes movements from carrying out general business operations. The pro-forma, unaudited balance sheet is illustrative only and may not represent the financial position of the Company following the close of the SPP Option Offer. The pro-forma, unaudited balance sheet does not take into account the effect of any future exercises of options.
Audited 30 June 2016
'000
Unaudited 31 October
2016
'000
Adjustments '000
Unaudited Pro-forma 31 October
2016
'000
Current Assets
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Cash and cash equivalents
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7,167
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3,826
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6,890
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10,716
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Other receivables
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222
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118
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118
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Prepayments
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77
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90
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90
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Other investments 46 46 - 46
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Plant & equipment
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119 101 - 101
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Exploration and evaluation
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24,684 26,950 - 26,950
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Total Non-Current Assets
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24,80327,051 - 27,051
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Total Assets
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32,315 31,131 6,890 38,021
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Current Liabilities
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Trade and other payables
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761 561 - 561
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Provisions
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309 330 - 330
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Total Current Liabilities
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1,070 891- 891
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Non-Current Liabilities
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Provisions
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260 260 - 260
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Total Non-Current Liabilities
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260 260 - 260
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Total Liabilities
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1,330 1,151- 1,151
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Net Assets
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30,985 29,9806,890 36,870
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Equity
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Issued capital
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64,944 64,9446,890 71,834
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Reserves
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44 44- 44
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Accumulated losses
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(34,003) (35,008) - (35,008)
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Total Equity
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30,985 29,9806,890 36,870
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Total Current Assets 7,512 4,080 6,890 10,970 Non-Current Assets
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Director's authorisation
This 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 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 Supplementary Prospectus with ASIC.
This Supplementary Prospectus is signed for and on behalf of Company by:
Paul Burton Managing Director TNG Limited
Dated: 19 December 2016