Tempus Resources Announces Entitlement Offer
Perth, November 30, 2023 - Tempus Resources Ltd. (ASX: TMR) (TSXV: TMRR) (OTC Pink: TMRFF) ("Tempus" or the "Company") is pleased to announce its intention to undertake an underwritten non-renounceable entitlement offer of 1 fully paid ordinary share in the capital of the Company (Share) for every 1 Share held by eligible shareholders at an issue price of $0.005 per Share to raise up to approximately $1.714 million (Rights Issue).
The Rights Issue will be fully underwritten by RM Capital Pty Ltd (AFSL 221938) (RM Capital). The Company has also engaged RM Capital to act as lead manager to the Rights Issue.
Funds raised will be allocated towards origination/evaluation of potential new acquisitions, a process to realise value from the Blackdome-Elizabeth assets, as well as the Company's working capital and expenses of the Rights Issue.
The Company intends to release a prospectus for the Rights Issue to its ASX platform on Tuesday, 12 December 2023 (Prospectus) following lodgement of the Prospectus with ASIC.
Eligible shareholders should consider the Prospectus in deciding whether to acquire securities under the Rights Issue and will need to complete the personalised entitlement and acceptance form that will accompany the Prospectus.
The indicative timetable for the Rights Issue is as follows:
| Announcement of Placement and Rights Issue and lodgement of Appendix 3B with ASX | 29 November 2023 | |
| Lodgement of Prospectus with ASIC and ASX | 12 December 2023 | |
| Ex date | 15 December 2023 | |
| Record Date for determining Entitlements | 18 December 2023 | |
| Offer opening date, Prospectus sent out to Shareholders and Company announces this has been completed | 19 December 2023 | |
| Last day to extend the Closing Date | 27 December 2023 | |
| Closing Date as at 5:00pm* | 2 January 2024 | |
| Securities quoted on a deferred settlement basis | 3 January 2024 | |
| Last day to announce results of issue, issue date and lodgement of Appendix 2A with ASX applying for quotation of the Shares | 9 January 2024 | |
| Quotation of Shares issued under the Offer* | 10 January 2024 |
* The above timetable is indicative only and subject to change. The Company reserves the right to amend any or all of these events, dates and times subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws. All times and dates are in reference to Australian Western Standard Time. Rights Issue dates are indicative only and subject to ASX review. Accordingly, the date the Shares are expected to commence trading on ASX may vary.
The Company advises that Melanie Ross has agreed to subscribe for their full entitlement under the Rights Issue.
Lead Manager and Underwriting Fees
Pursuant to the Company's underwriting agreement with RM Capital and subject to shareholder approval, the Company has agreed to issue RM Capital 50,000,000 options to acquire Shares exercisable at $0.01, with an expiry date of 30 November 2027.
Pursuant to the lead manager mandate between the Company and RM Capital, for facilitation of the Rights Issue, RM Capital will also receive:
- a 6% fee on the gross proceeds raised under the Rights Issue; and
- subject to obtaining shareholder approval, 10,000,000 Shares (at a deemed issue price of $0.005).
This announcement was authorised for release by the Board of Directors on behalf of the Company.
For further information:
Melanie Ross - Director/Company Secretary Phone: +61 8 6188 8181
About Tempus Resources Ltd
Tempus Resources Ltd. ("Tempus") is a growth orientated gold exploration company listed on ASX ("TMR") and TSXV ("TMRR") and OTC ("TMRFF") stock exchanges. Tempus is actively exploring projects located in Canada and Ecuador. The flagship project for Tempus is the Blackdome-Elizabeth Project, a high grade gold past producing project located in Southern British Columbia. In addition, the Company holds two exploration projects located in located in South East Ecuador, the Rio Zarza and the Valle del Tigre projects.
Forward-Looking Information and Statements
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Tempus's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein may include, but are not limited to, the completion of the Delisting and the timing thereof, Tempus ceasing to be a reporting issuer in Canada, and the timing thereof, the future status of its projects in British Columbia and the Zamora projects in Ecuador, and the ability of Tempus to successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors.
Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Tempus to control or predict, that may cause Tempus' actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein and the other risks and uncertainties disclosed under the heading "Risk and Uncertainties" in the Company's Management's Discussion & Analysis for the quarter ended September 30, 2023 dated November 14, 2023 filed on SEDAR. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Tempus believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements.
The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Tempus does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to Tempus or persons acting on its behalf are expressly qualified in its entirety by this notice.
Neither the ASX Exchange, the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/189051