For personal use only

TRIGG MINING LIMITED

ACN 168 269 752

ENTITLEMENT ISSUE PROSPECTUS

For a pro-rata renounceable entitlement issue of three (3) new Shares for every eight (8) Shares held by those Shareholders registered at the Record Date at an issue price of $0.075 per Share together with one (1) free New Option for every two (2) new Shares applied for and issued to raise up to $3,281,645 (based on the number of Shares on issue as at the date of this Prospectus) (Offer).

This Offer is partially underwritten by Mahe Capital Pty Ltd (AFSL 517246) (Underwriter). Refer to Section 6.4.1 for details regarding the terms of the underwriting.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If, after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your professional advisers without delay.

The Securities offered by this Prospectus should be considered as highly speculative.

Details of actions Eligible Shareholders can take, including how to accept the Offer, are set out in Section 2.2 of this Prospectus.

I M PORTA NT NOTI C E

For personal use only

This

Prospectus

is

dated

18 January 2022 and

was

lodged

with the ASIC on that date. The ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that investors read this Prospectus in its entirety and seek

professional advice where necessary. The Securities offered by

this Prospectus should be considered as highly speculative.

Applications for Securities offered pursuant to this Prospectus can only be made by an original Entitlement and Acceptance Form or Shortfall Application Form.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus and is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

Representations contained in this Prospectus are made taking into account that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters are publicly available information or may reasonably be expected to be known to investors and professional advisers whom prospective investors may consult.

No Investment Advice

The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your

financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for Securities under this Prospectus to determine whether it meets your objectives, financial situation and needs.

Forward-looking statements

This Prospectus contains forward- looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and the Company's management.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward- looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward- looking statements.

The Company has no intention to update or revise forward-looking

statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

These forward-looking statements are subject to various risk factors that could cause the Company's actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 5.

Overseas shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or

to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in

each relevant jurisdiction. Accordingly, the Offer is not being extended and Securities will not be issued to Shareholders with a registered address which is outside Australia or New Zealand.

For further information on overseas Shareholders please refer to Section 2.9.

Continuous disclosure obligations

The Company is a "disclosing entity" (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Securities.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the three months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.Please refer to Section 6.2 for further details.

1

For personal use only

Target Market Determination

contain such a broad range of

application, service your needs as a

In accordance with the design and

potential outcomes and possibilities

Shareholder

and

to

facilitate

that it is not possible to prepare a

distribution

payments

and

distribution

obligations

under

the

reliable

best

estimate

forecast or

corporate communications to

you

Corporations Act, the Company has

projection.

as a Shareholder.

determined the target market for

Clearing

House

Electronic

the offer of New Options issued

The information may also be used

under

this

Prospectus.

The

Sub-Register System (CHESS) and

from time to time and disclosed to

Company and the Lead Manager

Issuer Sponsorship

persons

inspecting

the

register,

will only distribute this Prospectus to

The

Company

will

apply

to

including bidders for your securities

those

investors who

fall

within

the

in the

context

of

takeovers,

participate

in

CHESS,

for

those

target market determination (TMD)

regulatory

bodies

including

the

investors who have, or wish to have,

as

set

out

on

the

Company's

Australian

Taxation

Office,

a sponsoring stockbroker.

Investors

website

(www.triggmining.com.au).

authorised

securities

brokers,

print

who do

not

wish

to

participate

By making an application under the

service providers, mail

houses and

through

CHESS

will

be

issuer

Offer,

you

warrant that

you have

the share registry.

sponsored by the Company.

read and understood the TMD and

You

can

access,

correct

and

that you fall within the target market

Electronic

sub-registers

mean

that

update

the personal

information

set out in the TMD.

the

Company

will

not

be

issuing

that we hold about you. If you wish

Electronic Prospectus

certificates

to

investors.

Instead,

to do so, please contact the share

investors

will

be

provided

with

A copy of this Prospectus can be

registry

at

the

relevant

contact

statements

(similar

to

a

bank

number set out in this Prospectus.

downloaded from the website of

account statement) that set out the

the

Company

at

number of Securities issued to them

Collection,

maintenance

and

www.triggmining.com.au. If you are

under this

Prospectus.

The

notice

disclosure

of

certain

personal

accessing the electronic version of

will also advise holders of their

information

is

governed

by

this Prospectus for the purpose of

Holder

Identification

Number

or

legislation

including

the

Privacy

making an investment in the

Security Holder Reference Number

Act 1988

(as

amended),

the

Company, you must be an

and explain, for future reference,

Corporations Act and certain rules

Australian or New Zealand resident

the sale and purchase procedures

such as the ASX Settlement

and must only access this

under CHESS and issuer sponsorship.

Operating Rules.

You should note

Prospectus

from

within

Australia or

Electronic

sub-registers

also mean

that

if

you do

not

provide

the

New Zealand.

information

required

on

the

ownership

of

securities

can

be

The Corporations Act prohibits any

application

for

Securities,

the

transferred

without

having

to

rely

Company may

not

be

able to

person passing onto another person

upon

paper

documentation.

accept or process your application.

an Application Form unless it is

Further monthly statements will be

Enquiries

attached to a hard copy of this

provided to holders if there have

Prospectus

or

it

accompanies

the

been any changes in their security

If you are in any doubt as to how to

complete and unaltered version of

holding in the Company during the

deal with any of the matters raised

this Prospectus. You may obtain a

preceding month.

in this Prospectus, you should consult

hard copy of this Prospectus free of

Photographs and Diagrams

with your broker or legal, financial or

charge

by

contacting

the

other

professional

adviser without

Company

by

phone

on

Photographs used in this Prospectus

delay.

Should

you

have

any

+61 8 6114 5685 during office hours

which do not have descriptions are

questions about the Offers or how to

or by

emailing

the

Company

at

for

illustration only

and

should

not

accept

the Offer

please

contact

info@triggmining.com.au.

be

interpreted

to

mean

that

any

the Company Secretary by email at

person

shown

endorses

the

The Company reserves the right not

info@triggmining.com.au.

Prospectus or its contents or that the

to accept an Application Form from

assets shown in them are owned by

a person if it has reason to believe

the Company. Diagrams used in this

that

when

that

person

was given

Prospectus

are

illustrative

only

and

access to the electronic Application

may not be drawn to scale.

Form, it was not provided together

with the electronic Prospectus and

Definitions and Time

any

relevant

supplementary

or

Unless

the

contrary

intention

replacement prospectus or any of

those documents were incomplete

appears or the context otherwise

or altered.

requires,

words

and

phrases

Company Website

contained in this Prospectus have

the

same

meaning

and

No documents or other information

interpretation

as

given

in

the

Corporations

Act

and

capitalised

available

on

the

Company's

terms have

the meaning given in

website

is

incorporated

into

this

the Glossary in Section 7.

Prospectus by reference.

Financial forecasts

All

references

to

time

in

this

Prospectus

are

references

to

The Directors have considered the

Australian Western Standard Time.

matters set out in ASIC Regulatory

Privacy statement

Guide 170 and believe that they do

not have a reasonable basis to

If you complete an Application

forecast future earnings on the basis

Form, you will be providing personal

that the operations of the Company

information to the Company.

The

are

inherently

uncertain.

Company collects, holds and will

Accordingly,

any

forecast

or

use that information to assess your

projection

information

would

2

For personal use only

CO RP O R A T E DIRECTORY

Directors

Share Registry*

Keren Paterson (Managing Director and

Computershare Investor Services Pty Ltd

CEO)

Level 11

Michael Ralston (Non-Executive Chairman)

172 St Georges Terrace

William Bent (Non-Executive Director)

PERTH WA 6000

Rodney Baxter (Non-Executive Director)

Maree Arnason (Non-Executive Director)

Telephone: 1300 850 505 (within Australia)

Company Secretary

Telephone: +61 3 9415 4000 (outside

Australia)

Salina Michels

Website:www.computershare.com/au

Registered Office and Principal Place of

Legal advisers

Business

Steinepreis Paganin

Level 1, Office E

Lawyers and Consultants

1139 Hay Street

Level 4, The Read Buildings

WEST PERTH WA 6005

16 Milligan Street

Telephone: +61 8 6114 5685

PERTH WA 6000

Lead Manager and Underwriter

Email: info@triggmining.com.au

Mahe Capital Pty Ltd (AFSL 517246)

Website: www.triggmining.com.au

Auditor*

Level 8

99 St Georges Terrace

BDO Audit (WA) Pty Ltd

PERTH WA 6000

Level 9 Mia Yellagonga Tower 2

5 Spring Street

PERTH WA 6000

*This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus.

3

For personal use only

TABLE OF CONTENTS

1.

KEY OFFER INFORMATION............................................................................................

5

2.

DETAILS OF THE OFFER................................................................................................

13

3.

PURPOSE AND EFFECT OF THE OFFER.........................................................................

21

4.

RIGHTS AND LIABILITIES ATTACHING TO SECURITIES .................................................

25

5.

RISK FACTORS ............................................................................................................

30

6.

ADDITIONAL INFORMATION ......................................................................................

41

7.

GLOSSARY..................................................................................................................

53

Details of actions Eligible Shareholders can take, including how to accept the Offer, are set out in Section 2.2 of this Prospectus.

4

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Trigg Mining Ltd. published this content on 17 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 January 2022 22:24:09 UTC.