? Binding commitments received for $2.5M Placement (before costs) to
sophisticated and institutional investors at $0.004 per share with free
attaching 1 for 1 option exercisable at $0.008, expiring on 30 April 2027
? Placement well supported by new and existing investors, with
approximately $200,000 support from Management with additional
Board commitments to participate in the Share Purchase Plan (SPP)
? SPP allows existing shareholders to participate for up to $1.5M on the
same terms as the Placement
? Free attaching options for the Placement and SPP intended to be listed
on ASX pursuant to a Prospectus and subject to meeting ASX listing
requirements
? Proceeds from the Placement and SPP will fund the acceleration of
commercial gas flows through drilling of additional infill production
wells at the Gurvantes XXXV Coal Seam Gas Project (Nariin Sukhait)
TMK Energy Limited (“TMK” or the “Company”) is pleased to announce a Placement
(“Placement”) and Share Purchase Plan (“SPP”) to raise up to a total of approximately $4.0 million
(before costs) to primarily fund additional infill production wells at the Gurvantes XXXV CSG Project
in Mongolia.
Mr Brendan Stats, TMK Energy’s Chief Executive Officer commented:
“TMK is pleased to announce it has received binding commitments from sophisticated and institutional
investors to raise approximately $2.5 million (before costs) to accelerate commercial gas flow rates
at Nariin Sukhait, through the drilling of additional infill production wells in an area where a gross
1.2TCF contingent resource (2C) has already been certified by internationally recognised reserves
certifier, NSAI.
Following the recent acquisition from Talon Energy which brought our ownership of the Gurvantes
Project back to 100%, the Board and Management are very cognisant of the impact that additional
selling pressure has had on the share price in recent months and more than ever, the need to keep
this capital raise as modest as possible.
Allowing our existing shareholders, including the 3,500 plus shareholders we have gained from the
Talon Energy transaction, the opportunity to participate at what we believe is a highly attractive price
with significant leverage via the 1 for 1 free attaching option, is an important element of the overall
structure of the capital raise and provides all shareholders significant leverage to the enormous upside
that exists with the Gurvantes Project.”
Placement
The Company has received firm commitments to raise $2,532,542 (before costs) by way of a
Placement, which has been well supported by new and existing sophisticated and institutional
investors, including senior management of TMK, both in Australia and Mongolia.
Pursuant to the Placement, TMK will issue 633,135,500 new fully paid ordinary shares (New Shares)
at an issue price of $0.004 per New Share, being the last traded price of TMK shares on 18 March
2024, being the last trading date before the Placement. The New Shares issued under the Placement
will rank pari passu with the existing Shares on issue in the Company.
Placement participants will be entitled to a one-for-one option (Placement Option) for every New
Share issued, exercisable at $0.008 (being a 100% premium to the Placement price) with a threeyear term expiring 30 April 2027. The Placement Options will be issued by the Company pursuant to
a prospectus to facilitate the quotation of the Placement Options, subject to meeting the ASX’s
minimum listing requirements.
The Placement Shares are not subject to shareholder approval and will be issued under the
Company’s available placement capacity under ASX Listing 7.1 and 7.1A. Placement Shares are
expected to be issued on 28 March 2024 and the Placement Options will be issued subject to the
company filing a prospectus.
Bell Potter Securities Limited (Bell Potter) and PAC Partners Securities Pty Ltd (PAC) (Joint Lead
Managers) acted as Joint Lead Managers to the Placement.
In addition, the four largest shareholders have participated in the Placement with the Company’s
largest shareholder, Mr Tsetsen Zantav, subscribing for 25,000,000 New Shares in the Placement.
Share Purchase Plan
The Company is pleased to announce it intends to offer eligible existing shareholders the opportunity
to participate in a Share Purchase Plan (SPP), to raise an additional $1.5 million, on the same terms
as those under the Placement.
Under the SPP, eligible shareholders, being shareholders on the Company’s register as at 7.00pm
(AEDT), Wednesday, 20 March 2024 (“Record Date”) and with a registered address in Australia or
New Zealand (“Eligible Shareholders”) will be invited to apply to subscribe for up to $30,000 of
shares (SPP Shares) on the same terms as the Placement without the cost of brokerage fees or
commissions.
Subject to shareholder approval at the AGM proposed to be convened on or around 31 May 2024,
the SPP includes a one-for-one free-attaching option on the same terms as the Placement Options
(SPP Options).
TMK intends to raise approximately $1.5 million via the SPP and the Company reserves the right to
accept over subscriptions and place any SPP shortfall subject to compliance with the ASX Listing
Rules. All SPP Shares and shares issued on exercise of the SPP Options will rank equally with the
Company’s existing shares on issue.
The SPP will open on Monday, 25 March 2024 and is expected to close on Monday, 12 April 2024.
The SPP Options will be offered separately under a prospectus to facilitate the quotation of the SPP
Options, subject to meeting the ASX’s minimum listing requirements.
The full terms and conditions of the SPP will be set out in an SPP Offer Booklet, which is expected to
be released to the ASX and dispatched to eligible shareholders via their preferred method of contact
on Friday, 22 March 2024.
The above dates are indicative only. The Company may vary the dates and times of the SPP without
notice.
Use of funds
Proceeds from the Placement and the SPP will fund the acceleration of commercial gas flows through
drilling of additional infill production wells at the Gurvantes XXXV Coal Seam Gas Project (Nariin
Sukhait) as well as additional commercialisation efforts including sourcing strategic partnerships.
Disclosure
PAC Partners and Bell Potter acted as joint lead managers and will be paid a management fee of 2
per cent and a selling fee of 4 per cent for the Placement funds received. The Company will also issue
lead manager options on a one-for-ten basis on the same terms to the Placement Options, which
calculates to be 63,313,550 options based on the Placement.