NON-RENOUNCEABLE RIGHTS ISSUE

Transcription

1 ADDRESS PHONE PO Bx (8) Nrth Perth FAX WEBSITE WA 6906 Australia +61 (8) ABN ASX : FNT ASX Limited Cmpany Annuncements Office Annuncement 14th August 2009 NON-RENOUNCEABLE RIGHTS ISSUE Frntier Resurces Ltd (Frntier) is pleased t annunce that it will ldge a prspectus with ASIC and the ASX tday fr a nn-renunceable rights issue (Rights Issue) n the basis f 1 New Share fr every 1 Existing Share held n the Recrd Date at a price f 3.5 cents, with 1 free-attaching New Optin fr every 1 New Share subscribed fr (with an exercise price f 4.5 cents, exercisable n r befre 3 December 2010). The maximum number f New Shares which may be issued under the Rights Issue is 148,866,279 t raise up t A$5,210,320 (befre the csts f the Rights Issue). Frntier s nging strategy has five prngs, with funds raised under the Offer t be used t: Advance the Narrawa and Strmnt Depsits in Tasmania tward develpment; Initiate btaining a Mining Lease(s) frm Mineral Resurces Tasmania; Cntinue feasibility studies n the Depsits including resurce expansin and infill drilling t allw upgrading f the resurces and estimatin f a reserve; Evaluate develpment scenaris fr the depsits including Frntier mining and treating the mineralisatin, tll milling and ther ptins; Assess the prximal high-grade tungsten mineralisatin ptential at Narrawa by drilling, t determine if it can cntribute t the Narrawa gld-lead-zinc-silver mining peratin; Assess alternate metallurgical treatment ptins that culd be mre effective and/r capable f als extracting the assciated bismuth at Strmnt and tungsten at Narrawa. Drill test and define resurces at the Esis prphyry cpper Depsit n the island f New Britain in PNG. The targets are a Wrld Class primary cpper depsit and/r a mre easily develped, near surface and higher average grade, secndary (supergene) cpper depsit; Initiate surface explratin and undertake extensive hand trenching n the multiple very high-grade gld targets at Bulag in PNG t define the mineralised hrizns and future drilling targets; Advance the remaining tenements held by Frntier in PNG and Tasmania with cst effective explratin and/r by lking t enter int and fund jint ventures t advance these tenements (* Frntier has agreed t sell EL 1596 fr A$300,000 cash); Cmplete the cnstructin f 3 new diamnd drilling rigs fr Frntier s use r sale. T prvide wrking capital The Rights Issue is nt underwritten. Page 1 f 2

2 Timetable The current prpsed timetable fr the Rights Issue is dcumented belw. The dates are indicative nly and Frntier reserves the right t vary the dates (subject t the Crpratins Act and the ASX Listing Rules). Activity Date Annuncement f Offer 14 August 2009 Ldge Appendix 3B and Prspectus with ASIC and ASX 14 August 2009 Dispatch f ntices t Sharehlders infrming them f the Rights Issue 17 August 2009 Shares trade n an ex Entitlement basis 18 August 2009 Recrd Date fr Entitlement t participate in the Rights Issue 24 August 2009 Prspectus and Entitlement and Acceptance Frm dispatched t Sharehlders 26 August 2009 Clsing Date fr Receipt f Entitlement and Acceptance Frm 15 September 2009 Securities quted n deferred settlement basis 16 September 2009 ASX ntified f under subscriptins 18 September 2009 Hlding statements fr New Shares and New Optins are dispatched t Sharehlders 23 September 2009 Nrmal ASX trading fr New Shares and New Optins cmmences 24 September 2009 *The ex date fr entitlements is 18 August 2009, therefre shares purchased n r after 18 August 2009 will nt prvide the buyer with an entitlement t participate in the Rights Issue. Where fractins arise in the calculatin f entitlements, they will be runded up t the nearest whle number. The attached initial advice t sharehlders cntains further details and will be mailed t each sharehlder n 17 August An Appendix 3B in respect n the issue is attached. Fr mre infrmatin please cntact: Paige McNeil, Jint Cmpany Secretary, Frntier Resurces Ltd n Sincerely FRONTIER RESOURCES LTD Peter McNeil, M.Sc. Managing Directr Page 2 f 2

3 ADDRESS PHONE PO Bx (08) Nrth Perth FAX WA 6906 Australia +61 (08) August 2009 ABN inf@frntierresurces.cm.au WEBSITE Dear Sharehlder, NON-RENOUNCEABLE ENTITLEMENT ISSUE Rights Issue Frntier Resurces Ltd (Frntier) has annunced a nn-renunceable entitlements issue f up t 148,866,279 Shares n the basis f 1 New Share fr every 1 Existing Share at a price f 3.5 cents per New Share t raise up t AUD$5,210,320 (befre the csts f the issue) (Rights Issue). Fr every 1 New Share issued, subscribers will als receive 1 free-attaching New Optin t subscribe fr 1 Share at an exercise price f 4.5 cents and exercisable by 3 December Yu will be eligible t participate in the Rights Issue if yu hld Shares at 5pm (AEST) n the Recrd Date. Sharehlders can apply fr unsubscribed shares ver and abve their allcatin. The Bard will reserve the right t place any shrtfall f the issue with third-parties. Frntier s nging strategy has five prngs, with funds raised under the Offer t be used t: Advance the Narrawa and Strmnt Depsits in Tasmania tward develpment; Initiate btaining a Mining Lease(s) frm Mineral Resurces Tasmania; Cntinue feasibility studies n the depsits including resurce expansin and infill drilling t allw upgrading f the resurces and estimatin f a reserve; Evaluate develpment scenaris fr the depsits including Frntier mining and treating the mineralisatin, tll milling and ther ptins; Assess the prximal high-grade tungsten mineralisatin ptential at Narrawa by drilling, t determine if it can cntribute t the Narrawa gld-lead-zinc-silver mining peratin; Assess alternate metallurgical treatment ptins that culd be mre effective and/r capable f als extracting the assciated bismuth at Strmnt and tungsten at Narrawa. Drill test and define resurces at the Esis prphyry cpper depsit n the island f New Britain in PNG. The targets are a Wrld Class primary cpper depsit and/r a mre easily develped, near surface and higher average grade, secndary (supergene) cpper depsit; Initiate surface explratin and undertake extensive hand trenching n the multiple very high-grade gld targets at Bulag in PNG t define the mineralised hrizns and future drilling targets; Advance the remaining tenements held by Frntier in PNG and Tasmania with cst effective explratin and/r by lking t enter int and fund jint ventures t advance these tenements (* Frntier has agreed t sell EL 1596 fr A$300,000 cash);

4 - 2 - Cmplete the cnstructin f 3 new diamnd drilling rigs fr Frntier s use r sale. T prvide wrking capital A Prspectus with persnalised Entitlement and Acceptance Frms, detailing the Rights Issue will be dispatched t Sharehlders eligible t participate n 26 August Timetable The current prpsed timetable fr the Rights Issue is set ut belw. The dates are indicative nly and Frntier reserves the right t vary the dates (subject t the Crpratins Act and the ASX Listing Rules). Activity Date Annuncement f Offer 14 August 2009 Ldge Appendix 3B and Prspectus with ASIC and ASX 14 August 2009 Dispatch f ntices t Sharehlders infrming them f the Rights Issue 17 August 2009 Shares trade n an ex Entitlement basis 18 August 2009 Recrd Date fr Entitlement t participate in the Rights Issue 24 August 2009 Prspectus and Entitlement and Acceptance Frm dispatched t Sharehlders 26 August 2009 Clsing Date fr Receipt f Entitlement and Acceptance Frm 15 September 2009 Securities quted n deferred settlement basis 16 September 2009 ASX ntified f under subscriptins 18 September 2009 Hlding statements fr New Shares and New Optins are dispatched t Sharehlders Nrmal ASX trading fr New Shares and New Optins cmmences 23 September September 2009 *The ex date fr entitlements is 18 August 2009; therefre shares purchased n r after 18 August 2009 will nt prvide the buyer with an entitlement t participate in the Rights Issue. Where fractins arise in the calculatin f entitlements, they will be runded up t the nearest whle number. Infrmatin required t be given t yu in accrdance with the Listing Rules 1. Up t a maximum f 148,866,279 New Shares will be issued pursuant t the Rights Issue and a maximum f 148,866,279 New Optins (assuming n existing ptins are exercised prir t the Recrd Date). 2. The New Shares will be fully paid rdinary shares and will rank equally in all respects frm the date f alltment with the existing class f quted Shares. The New Optins will have an exercise price f 4.5 cents each and are exercisable n r befre 3 December Shares issued pursuant t the exercise f any New Optin will be fully paid rdinary shares and will rank equally in all respects frm the date f alltment with the existing class f quted Shares.

5 The issue price f the New Shares is $0.035 each. The New Optins will be issued fr nil cnsideratin. 4. Frntier will apply t ASX fr admissin f the New Shares and New Optins t fficial qutatin within 7 days f the date f the Offer Dcument. 5. The funds raised by the Rights Issue will be used t prvide wrking capital fr further develpment and explratin prgrams (as further described abve), expenses f the Rights Issue, and administratin. 6. It is expected that New Shares and New Optins will be entered int uncertificated hldings and hlding statements dispatched n 23 September The ttal number and class f all securities that will be quted n ASX (including the maximum number f New Shares and New Optins t be issued under the Rights Issue n an undiluted basis) is as fllws: Number Class 297,732,558 Fully paid rdinary shares 151,914,775 Quted ptins exercisable at 4.5 cents n r befre 3 December Fllwing the Rights Issue, the ttal number and class f all securities that will nt be quted n ASX is as fllws: Number 180, ,000 3,200, ,000 Class Nn-transferable emplyee ptins 14 cents, 20/10/2011 Nn-transferable emplyee ptins 16 cents, 19/10/2010 Nn-transferable directr ptins 20 cents, 30/11/2010 Nn-transferable emplyee ptins 15 cents, 11/12/ Frntier currently has n dividend plicy. 10. N sharehlder apprval fr the Rights Issue is required. 11. The Rights Issue is nn-renunceable. This means that sharehlders wh d nt wish t take up their entitlements will nt be able t trade r sell their entitlements. Their entitlements will simply lapse if nt taken up. 12. The New Shares will be ffered n the basis f 1 New Share fr every 1 Existing Share held at 5.00pm AEST n 24 August 2009 (Recrd Date). The New Optins will be issued free n the basis f 1 New Optin fr every 1 New Share subscribed fr. 13. In determining entitlements, any fractinal entitlements will be runded up t the nearest whle number. 14. Neither the Rights Issue nr the Prspectus cnstitutes an ffer t acquire shares, t any Sharehlders wh are nt resident in Australia r New Zealand as at the Recrd Date. Hwever, the return f a cmpleted Entitlement and Acceptance Frm frm a Nn-Eligible Freign Sharehlder will be taken by the Cmpany t cnstitute a representatin and warranty by the Applicant that all relevant apprvals have been btained by the Applicant and that the Cmpany may legally issue the Shares t the Applicant. 15. The Clsing Date fr the ffer is 5.00pm AEST n 15 September 2009.

6 16. The Rights Issue is nt underwritten. 17. There is n brker t the Rights Issue The Prspectus fr the Rights Issue and accmpanying Entitlement and Acceptance Frm will be sent t Sharehlders n 26 August Existing ptin hlders may participate in the Rights Issue upn exercise f their ptins prir t the Recrd Date. 20. The abve infrmatin was prvided t the ASX n 14 August Fr further infrmatin n yur entitlement, please cntact yur stckbrker r Frntier s share registry Registries Limited Phne: Fax: within Australia, frm verseas within Australia, frm verseas registries@registries.cm.au Yurs Sincerely, FRONTIER RESOURCES LIMITED Peter McNeil, M.Sc. Managing Directr

7 Appendix 3B Rule 2.7, , , , applicatin fr qutatin f additinal securities and agreement Infrmatin r dcuments nt available nw must be given t ASX as sn as available. Infrmatin and dcuments given t ASX becme ASX s prperty and may be made public. Intrduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003. Name f entity FRONTIER RESOURCES LIMITED ABN We (the entity) give ASX the fllwing infrmatin. Part 1 - All issues Yu must cmplete the relevant sectins (attach sheets if there is nt enugh space). 1 + Class f + securities issued r t be issued 1. ORDINARY SHARES 2. LISTED OPTIONS 2 Number f + securities issued r t be issued (if knwn) r maximum number which may be issued 3 Principal terms f the + securities (eg, if ptins, exercise price and expiry date; if partly paid + securities, the amunt utstanding and due dates fr payment; if + cnvertible securities, the cnversin price and dates fr cnversin) ,866,279 ORDINARY SHARES ,866,279 LISTED OPTIONS (ASSUMING NO EXISTING OPTIONS ARE EXERCISED ON OR BEFORE THE RECORD DATE) 1. ORDINARY SHARES 2. LISTED OPTIONS, 4.5 CENTS EXPIRY 3 DECEMBER /1/2003 Appendix 3B Page 1

8 4 D the + securities rank equally in all respects frm the date f alltment with an existing + class f quted + securities? 1. ORDINARY SHARES YES (FNT) 2. OPTIONS - YES (FNTO) If the additinal securities d nt rank equally, please state: the date frm which they d the extent t which they participate fr the next dividend, (in the case f a trust, distributin) r interest payment the extent t which they d nt rank equally, ther than in relatin t the next dividend, distributin r interest payment 5 Issue price r cnsideratin $0.035 PER SHARE INCLUDING ONE FREE OPTION WITH EVERY ONE SHARE SUBSCRIBED FOR 6 Purpse f the issue (If issued as cnsideratin fr the acquisitin f assets, clearly identify thse assets) TO CONTINUE THE COMPANY S EXPLORATION ACTIVITIES AND FOR WORKING CAPITAL 7 Dates f entering + securities int uncertificated hldings r despatch f certificates 23 SEPTEMBER Number and + class f all + securities quted n ASX (including the securities in clause 2 if applicable) Number 297,732, ,914,775 + Class ORDINARY SHARES OPTIONS EXERCISABLE at 4.5 CENTS EACH ON OR BEORE 3 DECEMBER 2010 (t be issued) Appendix 3B Page 2 1/1/2003

9 9 Number and + class f all + securities nt quted n ASX (including the securities in clause 2 if applicable) Number 180, ,000 3,200, ,000 + Class NON-TRANSFERABLE EMPLOYEE OPTIONS 14 CENTS, 20/10/2011 NON-TRANSFERABLE EMPLOYEE OPTIONS 16 CENTS, 19/10/2010 NON-TRANSFERABLE DIRECTOR OPTIONS 20 CENTS, 30/11/2010 NON-TRANSFERABLE EMPLOYEE OPTIONS 15 CENTS, 11/12/ Dividend plicy (in the case f a trust, distributin plicy) n the increased capital (interests) NO DIVIDEND DISTRIBUTION IS ENVISAGED IN THE NEAR FUTURE Part 2 - Bnus issue r pr rata issue 11 Is security hlder apprval required? NO 12 Is the issue renunceable r nnrenunceable? 13 Rati in which the + securities will be ffered 14 + Class f + securities t which the ffer relates 15 + Recrd date t determine entitlements 16 Will hldings n different registers (r subregisters) be aggregated fr calculating entitlements? 17 Plicy fr deciding entitlements in relatin t fractins NON-RENOUNCEABLE 1 ORDINARY SHARE (PLUS ONE FREE OPTION WITH EVERY 1 SHARE SUBSCRIBED FOR) ORDINARY SHARES 24 AUGUST 2009 ROUNDING UP 1/1/2003 Appendix 3B Page 3

10 18 Names f cuntries in which the entity has + security hlders wh will nt be sent new issue dcuments GERMANY Nte: Security hlders must be tld hw their entitlements are t be dealt with. Crss reference: rule Clsing date fr receipt f acceptances r renunciatins 15 SEPTEMBER 2009 Appendix 3B Page 4 1/1/2003

11 20 Names f any underwriters 21 Amunt f any underwriting fee r cmmissin 22 Names f any brkers t the issue 23 Fee r cmmissin payable t the brker t the issue 24 Amunt f any handling fee payable t brkers wh ldge acceptances r renunciatins n behalf f + security hlders 25 If the issue is cntingent n + security hlders apprval, the date f the meeting 26 Date entitlement and acceptance frm and prspectus r Prduct Disclsure Statement will be sent t persns entitled 27 If the entity has issued ptins, and the terms entitle ptin hlders t participate n exercise, the date n which ntices will be sent t ptin hlders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 26 AUGUST AUGUST Hw d + security hlders sell their entitlements in full thrugh a brker? 31 Hw d + security hlders sell part f their entitlements thrugh a brker and accept fr the balance? 1/1/2003 Appendix 3B Page 5

12 32 Hw d + security hlders dispse f their entitlements (except by sale thrugh a brker)? 33 + Despatch date 23 SEPTEMBER 2009 Part 3 - Qutatin f securities Yu need nly cmplete this sectin if yu are applying fr qutatin f securities 34 Type f securities (tick ne) (a) X Securities described in Part 1 (b) All ther securities Example: restricted securities at the end f the escrwed perid, partly paid securities that becme fully paid, emplyee incentive share securities when restrictin ends, securities issued n expiry r cnversin f cnvertible securities Entities that have ticked bx 34(a) Additinal securities frming a new class f securities Tick t indicate yu are prviding the infrmatin r dcuments 35 If the + securities are + equity securities, the names f the 20 largest hlders f the additinal + securities, and the number and percentage f additinal + securities held by thse hlders 36 If the + securities are + equity securities, a distributin schedule f the additinal + securities setting ut the number f hlders in the categries 1-1,000 1,001-5,000 5,001-10,000 10, , ,001 and ver 37 A cpy f any trust deed fr the additinal + securities Appendix 3B Page 6 1/1/2003

13 Entities that have ticked bx 34(b) 38 Number f securities fr which + qutatin is sught 39 Class f + securities fr which qutatin is sught 40 D the + securities rank equally in all respects frm the date f alltment with an existing + class f quted + securities? If the additinal securities d nt rank equally, please state: the date frm which they d the extent t which they participate fr the next dividend, (in the case f a trust, distributin) r interest payment the extent t which they d nt rank equally, ther than in relatin t the next dividend, distributin r interest payment 41 Reasn fr request fr qutatin nw Example: In the case f restricted securities, end f restrictin perid (if issued upn cnversin f anther security, clearly identify that ther security) 42 Number and + class f all + securities quted n ASX (including the securities in clause 38) Number + Class 1/1/2003 Appendix 3B Page 7

14 Qutatin agreement 1 + Qutatin f ur additinal + securities is in ASX s abslute discretin. ASX may qute the + securities n any cnditins it decides. 2 We warrant the fllwing t ASX. The issue f the + securities t be quted cmplies with the law and is nt fr an illegal purpse. There is n reasn why thse + securities shuld nt be granted + qutatin. An ffer f the + securities fr sale within 12 mnths after their issue will nt require disclsure under sectin 707(3) r sectin 1012C(6) f the Crpratins Act. Nte: An entity may need t btain apprpriate warranties frm subscribers fr the securities in rder t be able t give this warranty Sectin 724 r sectin 1016E f the Crpratins Act des nt apply t any applicatins received by us in relatin t any + securities t be quted and that n-ne has any right t return any + securities t be quted under sectins 737, 738 r 1016F f the Crpratins Act at the time that we request that the + securities be quted. We warrant that if cnfirmatin is required under sectin 1017F f the Crpratins Act in relatin t the + securities t be quted, it has been prvided at the time that we request that the + securities be quted. If we are a trust, we warrant that n persn has the right t return the + securities t be quted under sectin 1019B f the Crpratins Act at the time that we request that the + securities be quted. Appendix 3B Page 8 1/1/2003

15 3 We will indemnify ASX t the fullest extent permitted by law in respect f any claim, actin r expense arising frm r cnnected with any breach f the warranties in this agreement. 4 We give ASX the infrmatin and dcuments required by this frm. If any infrmatin r dcument nt available nw, will give it t ASX befre + qutatin f the + securities begins. We acknwledge that ASX is relying n the infrmatin and dcuments. We warrant that they are (will be) true and cmplete. JAY STEPHENSON COMPANY SECRETARY 1/1/2003 Appendix 3B Page 9