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TRIGG MINING LTD
ACN 168 269 752
SUPPLEMENTARY PROSPECTUS
IMPORTANT INFORMATION
This is a supplementary prospectus (Supplementary Prospectus) intended to be read with the prospectus dated 18 January 2022 (Prospectus) issued by Trigg Mining Limited (ACN 168 269 752) (Company).
This Supplementary Prospectus is dated 14 February 2022 and was lodged with the Australian Securities and Investments Commission (ASIC) on that date. The ASIC, the ASX and their respective officers take no responsibility for the contents of this Supplementary Prospectus.
This Supplementary Prospectus should be read together with the Prospectus. Other than as set out below, all details in relation to the Prospectus remain unchanged. Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail.
This Supplementary Prospectus will be issued with the Prospectus in hard copy or as an electronic copy and may be accessed on the Company's website at www.triggmining.com.au.
This is an important document and should be read in its entirety. If you do not understand it, you should consult your professional advisers without delay.
The Directors believe that the changes in this Supplementary Prospectus are not materially adverse from the point of view of an investor. Accordingly, no action needs to be taken if you have already subscribed for new Shares under the Prospectus.
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BACKGROUND
By this Supplementary Prospectus, the Company makes the amendments to the Prospectus as set out in sections 2 and 3 by making an additional offer under the Prospectus of up to 9,578,067 new Shares at an issue price of $0.075 per Share to raise up to $718,355 together with one (1) free New Option for every two (2) new Shares subscribed for and issued (Additional Offer). The Additional Offer is being made due to the significant number of applications and interest received for the Shortfall Offer.
The amendments to the Prospectus outlined in sections 2 and 3 below should be read in conjunction with the Prospectus. - AMENDMENTS TO THE PROSPECTUS
2.1 General
The Company has resolved to seek to raise up to an additional $718,355 by way of an offer of new Shares (at the same price) and New Options (on the same ratio) as those securities offered under the Prospectus.
The Additional Offer is being made pursuant to this Supplementary Prospectus to remove any trading restrictions on the sale of the Shares and New Options to be issued under the Additional Offer.
This Supplementary Prospectus is intended to be read with the Prospectus dated 18 January 2022 issued by Trigg Mining Limited (ACN 168 269 752).
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The Additional Offer
Section 2.1 of the Prospectus is amended to include the following:
The Additional Offer is being made by way of a placement to third parties of up to 9,578,067 new Shares at an issue price of $0.075 per Share to raise up to $718,355 together with one (1) free attaching New Option for every two (2) new Shares subscribed for and issued.
A maximum of 9,578,067 new Shares and 4,789,033 New Options will be issued pursuant to the Additional Offer to raise up to $718,355. No funds will be raised from the issue of the New Options. - Use of funds
Section 3.1 of the Prospectus is amended to include the following:
The funds raised from the Offer and the Additional Offer are intended to be applied in accordance with the table set out below:
Item | Proceeds of the Offer and the | Full Subscription and | % | |||||||||||||||||
Additional Offer | Additional Offer | |||||||||||||||||||
($)1 | ||||||||||||||||||||
1. | Exploration and evaluation work2 | 2,403,159 | 60 | |||||||||||||||||
2. | Corporate | and | administration | 1,019,245 | 25 | |||||||||||||||
expenses 3 | ||||||||||||||||||||
3. | Working capital | 212,972 | 6 | |||||||||||||||||
4. | Expenses of the Offer4 | 364,624 | 9 | |||||||||||||||||
Total | $4,000,000 | 100 | ||||||||||||||||||
Notes:
- Assuming the Full Subscription of 3,281,645 is achieved under the Offer and completion of the Additional Offer.
- Consisting of: drilling activities as part of the next phase of work at Lake Throssell Project to increase confidence in the Mineral Resource; project evaluation studies including evaporation trials; environmental studies required for project approvals; and other exploration and evaluation work.
- Funds allocated to corporate and administration expenses include compliance costs, marketing and investor relations, corporate legal and professional fees, corporate staff and contractor costs.
- Refer Section 6.8 of the Prospectus for further details relating to the estimated expenses of the Offer.
2.4 Effect of the Offer and the Additional Offer
Section 3.2 of the Prospectus is amended as follows:
The principal effect of the Offer, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date, and the Additional Offer will be to:
This Supplementary Prospectus is intended to be read with the Prospectus dated 18 January 2022 issued by Trigg Mining Limited (ACN 168 269 752).
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- increase the cash reserves by $3,635,376 (after deducting the estimated expenses of the Offer and the Additional Offer) immediately after completion of the Offer;
- increase the number of Shares on issue from 116,680,728 as at the date of this Prospectus to 170,014,062 Shares; and
- increase the number of Options on issue from 39,934,388 as at the date of this Prospectus to 70,601,055 Options (inclusive of 4,000,000 New Options being offered under the Lead Manager Offer).
2.5 Capital Structure
Section 3.3 of the Prospectus is amended to include the following:
The effect of the Offer and the Additional Offer on the capital structure of the Company, assuming all Entitlements are accepted, and no Options are exercised prior to the Record Date, is set out below.
Shares
Number | ||||||||||||
Shares currently on issue | 116,680,728 | |||||||||||
Shares offered pursuant to the Offer | 43,755,267 | |||||||||||
Shares offer pursuant to the Additional Offer | 9,578,067 | |||||||||||
Total Shares on issue after completion of the Offer | 170,014,062 | |||||||||||
Options | ||||||||||||
Number | ||||||||||||
Options currently on issue | ||||||||||||
Listed Options exercisable at $0.25 on or before 31 October 2022 | 14,016,446 | |||||||||||
(ASX: TMGOA) | ||||||||||||
Listed Options exercisable at $0.20 on or before 15 July 2023 | 20,701,116 | |||||||||||
(ASX: TMGOB) | ||||||||||||
Unquoted Options exercisable at $0.23 on or before 7 January | 2,000,000 | |||||||||||
2023 (ASX:TMGAF)2 | ||||||||||||
Unquoted Options exercisable at $0.149 on or before | 3,216,826 | |||||||||||
23 November 2026 (ASX: TMGAG)3 | ||||||||||||
Total Options on issue as at the date of this Prospectus | 39,934,388 | |||||||||||
New Options to be issued pursuant to the Offer1 | 21,877,634 | |||||||||||
New Options to be issued pursuant to the Lead Manager Offer | 4,000,000 | |||||||||||
New Options to be issued pursuant to the Additional Offer | 4,789,033 | |||||||||||
Total Options on issue after completion of the Offer | 70,601,055 | |||||||||||
This Supplementary Prospectus is intended to be read with the Prospectus dated 18 January 2022 issued by Trigg Mining Limited (ACN 168 269 752).
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Notes:
- Refer to Section 4.2 of the Prospectus for terms and conditions of the New Options.
- The terms of these Options provide that if the Company makes a pro rata issue of securities (except a bonus issue) to the holders of ordinary shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend investment) the Option exercise price shall be reduced according to the formula specified in the ASX Listing Rules. Upon completion of the Offer, the exercise price of these Options will therefore be amended in accordance with ASX Listing Rule 6.22.2.
- 1,608,413 of these Options vest 23 November 2023 and 1,608,413 of the Options vest 23 November 2024.
2.6 Pro-forma balance sheet
Section 3.4 of the Prospectus is amended to include the following:
The pro-forma balance sheet has been prepared assuming all Entitlements are accepted, the Additional Offer is fully-subscribed, no Options or convertible securities are exercised prior to the Record Date and including expenses of the Offer and the Additional Offer.
PROFORMA | ||||||||||||||||
UNAUDITED | Full | |||||||||||||||
PROFORMA | Subscription | |||||||||||||||
30 September | ||||||||||||||||
Full | and Additional | |||||||||||||||
2021 | Subscription | Offer | ||||||||||||||
$ | $ | $ | ||||||||||||||
CURRENT ASSETS | ||||||||||||||||
Cash and cash equivalents | 3,369,092 | 6,411,174 | 7,004,467 | |||||||||||||
Trade and other receivables | 61,306 | 61,306 | 61,306 | |||||||||||||
Other financial assets | 9,625 | 9,625 | 9,625 | |||||||||||||
TOTAL CURRENT ASSETS | 3,440,022 | 6,482,104 | 7,075,398 | |||||||||||||
NON-CURRENT ASSETS | ||||||||||||||||
Right of use asset (office lease) | 15,697 | 15,697 | 15,697 | |||||||||||||
Property, plant and equipment | 66,729 | 66,729 | 66,729 | |||||||||||||
TOTAL NON-CURRENT ASSETS | 82,425 | 82,425 | 82,425 | |||||||||||||
TOTAL ASSETS | 3,522,448 | 6,564,530 | 7,157,823 | |||||||||||||
CURRENT LIABILITIES | ||||||||||||||||
Trade and other payables | 163,339 | 163,339 | 163,339 | |||||||||||||
This Supplementary Prospectus is intended to be read with the Prospectus dated 18 January 2022 issued by Trigg Mining Limited (ACN 168 269 752).
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PROFORMA | |||||||||||||||||
UNAUDITED | Full | ||||||||||||||||
PROFORMA | Subscription | ||||||||||||||||
30 September | |||||||||||||||||
Full | and Additional | ||||||||||||||||
2021 | Subscription | Offer | |||||||||||||||
$ | $ | $ | |||||||||||||||
Lease liability | 17,594 | 17,594 | 17,594 | ||||||||||||||
Employee benefits provision | 59,641 | 59,641 | 59,641 | ||||||||||||||
TOTAL CURRENT LIABILITIES | 240,574 | 240,574 | 240,574 | ||||||||||||||
NON-CURRENT LIABILITIES | |||||||||||||||||
Lease liability | - | ||||||||||||||||
TOTAL NON-CURRENT LIABILITIES | - | ||||||||||||||||
TOTAL LIABILITIES | 240,574 | 240,574 | 240,574 | ||||||||||||||
NET ASSETS | 3,281,873 | 6,323,956 | 6,917,249 | ||||||||||||||
EQUITY | |||||||||||||||||
Issued capital | 11,900,720 | 14,942,802 | 15,536,096 | ||||||||||||||
Reserves | 2,022,154 | 2,022,154 | 2,022,154 | ||||||||||||||
Accumulated losses | (10,641,000) | (10,641,000) | (10,641,000) | ||||||||||||||
TOTAL EQUITY | 3,281,873 | 6,323,956 | 6,917,249 | ||||||||||||||
2.7 Payments to Underwriter
Section 1.6 of the Prospectus is amended as follows:
This Prospectus also includes the offer of up to 4,000,000 New Options to be issued to the Lead Manager (or its nominee) as part of the consideration for lead manager services provided by the Lead Manager to the Company in relation to the Offer and the Additional Offer. The New Options offered under the Lead Manager Offer will be issued on the terms and conditions set out in Section 4.2.
Section 6.6 of the Prospectus is amended as follows:
Mahe Capital Pty Ltd will be paid a fee of 5% of the total amount raised under the Additional Offer (equating to $35,918) and will be issued with 718,355 New Options (being one New Option for every $1 raised under the Additional Offer) in accordance with the terms of the Underwriting Agreement summarised in section 6.4.1 of the Prospectus.
This Supplementary Prospectus is intended to be read with the Prospectus dated 18 January 2022 issued by Trigg Mining Limited (ACN 168 269 752).
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Trigg Mining Ltd. published this content on 13 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 February 2022 22:31:02 UTC.