Announcement PDF NAVARRE MINERALS LIMITED ACN 125 140 105 Share Purchase Plan Eligible Shareholders may contribute up to $30,000 in applying for new shares in Navarre Minerals Limited This is an important document that requires your attention. NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Letter from the Chairman 3 June 2021 Dear Fellow Shareholder, It is my pleasure to invite you to participate in a Share Purchase Plan which will provide funds for the ongoing progress of our first-class Victorian gold projects. The Company announced on 26 May 2021 that it intended to raise up to $12 million before costs by means of both a Placement to institutional investors and a Share Purchase Plan (SPP), which provides the opportunity for existing shareholders to participate in the raising. Further details in relation to the announcement can be found in Navarre’s ASX announcement dated 26 May 2021, available at www.asx.com.au and are also published on Navarre’s website at www.navarre.com.au. Structure of Capital Raising On Wednesday, 26 May 2021, Navarre announced that it is undertaking an equity capital raising (Capital Raising), comprising: • an institutional placement by issuing 100,000,000 Shares at $0.10 to raise approximately $10 million (Placement); and • a SPP offered to eligible Navarre Shareholders, targeting to raise up to $2 million. On behalf of the Board of Directors of Navarre, I am pleased to offer you the opportunity to increase your investment in Navarre through the SPP. The SPP allows each Eligible Shareholder to subscribe for up to $30,000 of new shares in Navarre (SPP Shares) without incurring brokerage or other transaction costs. Navarre aims to raise up to $2 million under the SPP. The SPP is not underwritten. The Issue Price of SPP Shares will be $0.10. Full details of the SPP are set out in the Terms and Conditions contained in this Booklet, which I encourage you to read in full. Capitalised terms are defined in the Definitions section at the end of this Booklet. How to accept the SPP offer Please carefully read and follow the instructions set out in this Booklet when applying to participate in the SPP. To apply for SPP Shares, you must, by 5pm (AEST) on Friday, 18 June 2021 make a payment directly via BPAY® using the details set out on your personalised application form. The SPP offer will open at 9am (AEST) on Thursday, 3 June 2021 and will close at 5pm (AEST) on Friday, 18 June 2021. Applications cannot be processed before Thursday, 3 June 2021. Accordingly, you will not be able to make a payment by BPAY until the SPP opens at 9am (AEST) on Thursday, 3 June 2021. Further information This Booklet contains important information about the SPP to assist you in deciding whether to participate in the SPP. You should read this Booklet carefully and in its entirety. For further information, you can contact the Registry, by telephone on 1300 737 760 (callers within Australia) or +61 2 9290 9600 (callers outside Australia), by facsimile on +61 2 9279 0664, or by email to corporateactions@boardroomlimited.com.au, Monday to Friday. 2 The SPP offer does not take into account your individual investment objectives, financial situation or particular needs. If you have any questions in relation to the SPP offer, you should seek professional advice from your stockbroker, solicitor, accountant or other independent and qualified professional adviser. On behalf of the Navarre Minerals Limited Board of Directors I confirm that each Director intends to participate in the SPP. Yours sincerely Kevin Wilson Chairman Navarre Minerals Limited ® Registered to BPAY Pty Limited ACN 079 137 518 Future performance and forward-looking statements This Booklet contains certain “forward-looking statements”. The words “expect”, “anticipate”, “estimate”, “intend”, “believe”, “guidance”, “should”, “could”, “may”, “will”, “predict”, “plan” and other similar expressions are intended to identify forwardlooking statements. Indications of, and guidance on, future earnings and financial position and performance are also forwardlooking statements. Forward-looking statements, opinions and estimates provided in this Booklet are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks and uncertainties and other factors that are beyond the control of Navarre, its directors and management. This includes statements about market and industry trends, which are based on interpretations of current market conditions. Investors are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the COVID-19 pandemic. Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions on which these statements are based. These statements may assume the success of Navarre’s business strategies, the success of which may not be realised within the period for which the forward-looking statement may have been prepared, or at all. No representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this Booklet. The forward-looking statements are based on information available to Navarre as at the date of this Booklet. Except as required by law or regulation (including the ASX Listing Rules), none of Navarre, its representatives or advisers undertakes any obligation to provide any additional or updated information whether as a result of a change in expectations or assumptions, new information, future events or results or otherwise. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements. 3 Key Dates Event Date (and time if relevant) Record Date The date and time that eligibility to participate in the SPP was determined. 7:00pm (AEST) Tuesday, 25 May 2021 Announcement The announcement on the capital raising is made. Wednesday, 26 May 2021 Placement Settlement Settlement of placement occurs. Wednesday, 2 June 2021 Despatch of Offer Booklet The Despatch of the offer booklet is made. Thursday, 3 June 2021 Opening Date SPP opens. Applications can be submitted and BPAY payments can be made on and from this date. 9:00am (AEST) Thursday, 3 June 2021 Closing Date SPP closes. Applications must be received by 5:00pm (AEST). 5:00pm (AEST) Friday, 18 June 2021 SPP results announcement The results of the SPP will be announced to the ASX (including scale back policy if applicable). Wednesday, 23 June 2021 Issue Date SPP Shares will be issued on this date. Tuesday, 29 June 2021 Commencement of trading SPP Shares commence trading on the ASX (subject to ASX Listing Rules). Wednesday, 30 June 2021 Dispatch Date Holding statements will be dispatched to Shareholders. Wednesday, 7 July 2021 This timetable is indicative only and is subject to change. Navarre may alter the dates above, withdraw or vary the SPP, or accept Applications received after the Closing Date, in each case in Navarre’s absolute discretion, subject to the ASX Listing Rules and the Corporations Act. 4 Important Notices IMPORTANT NOTICE: This Booklet does not provide financial advice and has been prepared without taking account of any person’s investment objectives, financial situation and particular needs. You should consider the appropriateness of participating in the SPP having regard to your investment objectives, financial situation or particular needs. You should seek professional advice from your stockbroker, solicitor, accountant or other independent and qualified professional adviser before making any investment decision in relation to these matters. The offer of SPP Shares under the SPP offer is made in accordance with the Corporations Act and ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, which grants relief from the requirement for Navarre to provide prospectus disclosure in relation to the SPP. This Booklet does not constitute a prospectus or product disclosure statement, and it has not been lodged with ASIC. You must rely on your own knowledge of Navarre and previous disclosure made by Navarre to the ASX. You should seek professional advice from your stockbroker, solicitor, accountant or other independent and qualified professional adviser when deciding whether or not to participate in the SPP offer. Your Application will be irrevocable and cannot be withdrawn or cancelled even if the market price of SPP Shares changes after you lodge your Application. If you participate in the SPP by submitting an Application, you are accepting the risk that the market price of Shares may change between the date on which you apply for the SPP Shares and the Issue Date. This means it is possible that, between the time you make your Application and up to or after the Issue Date, you may be able to buy Shares on market at a lower price than the Issue Price. Navarre will not issue Shares under the SPP to an applicant if those Shares, either alone or in conjunction with the issue of Shares under other Applications received by Navarre, would contravene any law or the ASX Listing Rules. Eligible Shareholders should be aware that an investment in Navarre involves risks. Defined words and expressions used in this Booklet are capitalised. See the Definitions section at the end of this Booklet for their definition. All references in this Booklet to time are to Australian Eastern Standard Time and to amounts are to Australian dollars. This Booklet does not constitute an offer of securities in any place outside Australia. In particular, this Booklet does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States or in any other jurisdiction in which such an offer would be unlawful. The Shares to be offered and sold under the SPP have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Shares to be offered and sold under the SPP may only be offered and sold to Eligible Shareholders outside the United States in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act), in reliance on Regulation S under the U.S. Securities Act. 5 Details of the SPP offer The SPP is offered exclusively to holders of fully paid ordinary shares in Navarre as at 7:00pm (Australian Eastern Standard Time (AEST)) on Tuesday, 25 May 2021 who have a registered address in Australia and who are not excluded from participation (Eligible Shareholders).1 Certain Eligible Shareholders who are Custodians and hold Shares on behalf of certain beneficiaries are also offered the opportunity to participate in the SPP on behalf of those beneficiaries in accordance with the Terms and Conditions. The offer is non-renounceable, which means that the rights of Eligible Shareholders to participate in the SPP are not transferable. Shareholders in the United States are not eligible to participate in the SPP. Similarly, Shareholders (including trustees, nominees and custodians) who hold Shares on behalf of persons in the United States, or who are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP on behalf of those persons. The SPP provides Eligible Shareholders with an opportunity to contribute up to $30,000 (in set amounts of $1,000, $2,500, $5,000, $7,500, $10,000, $15,000, $20,000, $25,000 or $30,000) in applying for SPP Shares. Depending on the level of demand, Navarre may, in its absolute discretion, decide to raise an amount higher or less than $2 million or decide to scale back Applications for SPP Shares if the aggregate amount applied for under the SPP exceeds Navarre’s requirements. This means you may be allocated fewer SPP Shares than the parcel of SPP Shares for which you applied. If this happens, you will be refunded the difference in the Application Amount as set out in the Terms and Conditions (without interest payable on funds prior to your refund). If Navarre decides to conduct any scale back, it intends to apply the scale back on a pro rata basis to existing shareholdings of Eligible Shareholders. All shares issued under the SPP will rank equally with existing fully paid NML shares and will carry the same voting rights and entitlements to receive dividends from the date of issue. No brokerage, commissions or other transaction costs apply to purchases under the SPP. How to accept this offer Please carefully read and follow the instructions set out in this Booklet when applying to participate in the SPP. To apply for SPP Shares, you must, by 5:00pm (AEST) on Friday, 18 June 2021 make a payment directly via BPAY®. If you have any issues with making a payment directly via BPAY®, please contact the Registry by telephone on 1300 737 760 (callers within Australia) or +61 2 9290 9600 (callers outside Australia), by facsimile on +61 2 9279 0664 or by email to corporateactions@boardroomlimited.com.au, Monday to Friday. By making a payment directly via BPAY® you do not need to return an Application Form. The SPP offer will open at 9:00am (AEST) on Thursday, 3 June 2021 and will close at 5:00pm (AEST) on Friday, 18 June 2021. 1 Excluded Holders (as defined in the Definitions section) will not be invited to participate in the SPP. 6 Questions and Answers Defined words and expressions used in this Booklet and the letter from the Chairman are capitalised. See the Definitions section at the end of this Booklet for their definition. You should read this section in conjunction with the Terms and Conditions set out in this Booklet from page 13. 1 What is the Share Purchase Plan? The SPP is an opportunity for Eligible Shareholders to purchase up to $30,000 of additional Shares (SPP Shares) without brokerage, commissions or other transaction costs. All SPP Shares issued to you under the SPP will rank equally with your existing Shares and will carry the same voting rights and other entitlements, including entitlements to receive dividends. 2 Why is Navarre conducting the SPP? Navarre announced the SPP offer as part of the Capital Raising on Wednesday, 26 May 2021. Further details in relation to the Capital Raising may be found in the ASX announcement dated 26 May 2021, available at www.asx.com.au and also published on Navarre’s website at www.navarre.com.au. Navarre intends to use the proceeds of the Capital Raising for the following purposes: • the proceeds of the SPP and Placement funds will be used to accelerate diamond drilling targeting potential resource growth at the Stawell Corridor and a potential maiden Mineral Resource at St Arnaud, in addition to exploring the Company’s highly prospective Morning Bill prospect at Glenlyle; and • general working capital and corporate requirements. Eligible Shareholders are encouraged to read this information in this Booklet. 3 Is the SPP conditional? No, the SPP is not conditional. 4 How long is the SPP open for? The SPP offer opens at 9:00am (AEST) on Thursday, 3 June 2021 and is scheduled to close at 5:00pm (AEST) on Friday, 18 June 2021 (see the Key Dates section of this Booklet). If you want to participate, you should ensure that the Registry receives your Application (including payment) by no later than 5:00pm (AEST) on Friday, 18 June 2021. 5 Who may participate in the SPP? You may participate in the SPP if you are an Eligible Shareholder. You are an Eligible Shareholder if you were a registered holder of Shares at 7:00pm (AEST) on Tuesday, 25 May 2021 with a registered address in Australia, unless you are an Excluded Holder. An Excluded Holder is any Shareholder (including a Custodian) to the extent that they: • hold Shares on their own account and reside outside Australia; • hold Shares on behalf of another person who resides outside Australia; or 7 • are in the United States, or they hold Shares on behalf of persons in the United States, or are acting for the account or benefit of persons in the United States (to the extent they are participating in the SPP on behalf of those persons). Certain Eligible Shareholders who are Custodians holding Shares on behalf of Eligible Beneficiaries are also able to participate in the SPP in accordance with the Terms and Conditions. See also Question 20. 6 Do I have to participate in the SPP? No. Participation in the SPP is entirely voluntary. If you do not wish to participate in the SPP, no action is required on your part. Before you apply for SPP Shares, Navarre recommends that you seek independent financial advice from your stockbroker, solicitor, accountant or other independent and qualified professional adviser, and you monitor the market price of the Shares. This Booklet does not purport to contain all of the information that you need to make an investment decision. Further details about Navarre, the Placement and the SPP are included in Navarre’s ASX announcements released on www.asx.com.au and also published on Navarre’s website at www.navarre.com.au, which you are encouraged to read. 7 Can my offer under the SPP be transferred to a third party? No. Your rights under this SPP offer are personal to you and non-renounceable, so you may not transfer them. 8 What is the Issue Price of the SPP Shares under the SPP? The Issue Price of SPP Shares is $0.10 (10 cents) per share, which represents a discount of 16.7% to the volume weighted average price of Shares during the 15 trading days on which sales of Shares were recorded up to and including the last trading day before this SPP was announced. The issue price of the SPP Shares is the same price as the Shares proposed to be issued under the Placement announced by Navarre on 26 May 2021. The Issue Price may differ from the market price of Shares on the day SPP Shares are issued or allotted to you. The market price or value of Shares is subject to market volatility. This means that there is a risk that the price or value of Shares may be higher or lower, at any time, than the Issue Price of the SPP Shares you receive. The market price may change between the date of this Booklet and the date when SPP Shares are issued or allotted to you under the SPP. You agree to pay the Issue Price per SPP Share for the number of SPP Shares that are allocated to you under the SPP in accordance with the Terms and Conditions. 9 What is the maximum number of SPP Shares that I can apply for? You cannot apply for more than $30,000 of SPP Shares, on the following basis: • If you have multiple registered holdings, or if a Custodian holds Shares on your behalf, the maximum amount you may apply to invest (or instruct a Custodian to apply for) under the SPP (or any similar arrangement offered by Navarre in the preceding 12 months) in all capacities in aggregate is $30,000. • This limit applies regardless of the number of Shares you currently hold and regardless of whether you participated in the Placements. 8 By applying to purchase SPP Shares, you represent and certify to Navarre that you have not exceeded this $30,000 limit. Further detail is set out in the Terms and Conditions at terms 3.6 and 3.16. You give those representations and certifications to Navarre irrespective of how you apply. Custodians may only apply for a maximum of $30,000 of SPP Shares in respect of each Eligible Beneficiary and will be required to certify this to Navarre in the Custodian Certificate and as set out in term 3.16(e). These amounts may be subject to scale back – see Question 14. 10 How many SPP Shares can I apply for under the SPP? If you are an Eligible Shareholder and wish to participate in the SPP offer, you will apply for a certain value, rather than a certain number, of SPP Shares. You are entitled to contribute a set amount of $1,000, $2,500, $5,000, $7,500, $10,000, $15,000, $20,000, $25,000 or $30,000 (Application Amounts) in applying for SPP Shares, regardless of the number of Shares you currently hold. These amounts may be subject to scale back – see Question 14. If you make a payment for any amount other than one of the prescribed Application Amounts, Navarre may round down to the next available Application Amount and return the balance of your Application monies to you. Alternatively, Navarre may reject your Application in full. Navarre will then determine how many SPP Shares you have applied for by dividing your Application Amount by the Issue Price (described above) in accordance with the Terms and Conditions. If your nominated Application Amount cannot be divided by the Issue Price to give a whole number of Shares, the number of SPP Shares that you apply for will be rounded down and any remaining balance of your payment will form part of the assets of Navarre. You will not receive a refund for this amount, which will always be less than the price of 1 Share. 11 How do I apply for SPP Shares under the SPP? If you wish to participate in the SPP, you can apply for SPP Shares via BPAY®. To do so, you must make a payment for your nominated Application Amount using the BPAY® facility provided by your bank. Instructions about how to make that BPAY® payment (including your unique BPAY® reference number) can be obtained as follows: • If you received a printed copy of this Booklet with a personalised Application Form, instructions about how to make that BPAY® payment (including your unique BPAY reference number) are set out in the Application Form; • If you receive electronic communications, you will receive an email containing a link to download your personalised Application Form with BPAY® instructions (including your unique BPAY reference number). You will need to provide your postcode and follow the instructions provided; or • Alternatively, you can obtain your personalised Application Form through your InvestorServe profile. You will need to log into your InvestorServe portal maintained by the Registry via https://www.investorserve.com.au/, and then navigate to the “Statements/Advices” page to download your personalised Application Form. You can only make payment via BPAY® if you are the holder of an account with an Australian branch of a financial institution that supports BPAY® transactions. Your application will only be valid when your BPAY® payment is received. If you make a payment by BPAY®, you do not need to return an Application Form but you will be taken to have made the statements and certifications that are set out in the Application Form. 9 If you have any issues with making a payment by BPAY®, please contact the Registry by telephone on 1300 737 760 if calling from within Australia, or +61 2 9290 9600 if calling from outside of Australia, or by facsimile on +61 2 9279 0664, or by email to corporateactions@boardroomlimited.com.au , Monday to Friday. By making a payment, you are agreeing to the Terms and Conditions, and certifying that the total application price paid by you for (1) the SPP Shares to which your payment relates; and (2) any other SPP Shares that you have applied for under the SPP (or any similar arrangement offered by Navarre in the preceding 12 months), or have instructed a Custodian to apply for on your behalf, does not exceed $30,000. If you make a payment for any amount other than one of the prescribed Application Amounts, Navarre may round down your Application Amount to the next available Application Amount and return the balance of your Application monies to you. Alternatively, Navarre may reject your Application in full. Navarre will not accept payment via cash. Your Application (including payment) must be received by 5:00pm on the Closing Date. Custodians are required to provide a Custodian Certificate and must comply with the additional requirements set out in the Terms and Conditions. See also Question 20 below. Applications cannot be processed before the SPP opens on Thursday, 3 June 2021. Accordingly, you will not be able to make a payment by BPAY® until 9:00am (AEST) on Thursday, 3 June 2021. Your Application will be irrevocable and cannot be withdrawn or cancelled even if the market price of SPP Shares changes after you lodge your Application. 12 Can I apply for SPP Shares under the SPP if my Shares are held by a Custodian? If you are an Eligible Beneficiary of Shares held by a Custodian you will be eligible to participate in the SPP through that Custodian (see the Terms and Conditions below). 13 How long is the SPP offer open for? The SPP opens at 9:00am (AEST) on Thursday, 3 June 2021 and closes at 5:00pm (AEST) on Friday, 18 June 2021. If you want to participate in the SPP you must ensure that the Registry receives payment by no later than 5:00pm (AEST) on Friday, 18 June 2021 (the Closing Date for the SPP). 14 Do I have a guaranteed allocation of SPP Shares under the SPP? No. If you are an Eligible Shareholder and you make a valid Application in accordance with the Terms and Conditions then, subject to the following, you will receive a parcel of SPP Shares valued at the Application Amount specified in your Application Form and issued at the Issue Price (rounded down to the nearest whole number of SPP Shares). However, depending on the level of demand, Navarre may, in its absolute discretion, decide to raise an amount less than or higher than $2 million or decide to scale back applications for SPP Shares if the aggregate amount applied for under the SPP exceeds Navarre’s requirements. This means you may be allocated fewer SPP Shares than the parcel of SPP Shares for which you applied. If this happens, you will be refunded the difference in the application amount as set out in the Terms and Conditions (without interest payable on funds prior to your refund). 10 If Navarre decides to conduct any scale back, it intends to apply the scale back on a pro rata basis to existing shareholdings of Eligible Shareholders. 15 What costs are associated with the SPP? There are no brokerage or transaction costs payable by Eligible Shareholders in relation to the application for, and the issue of, SPP Shares. 16 What is the market price of Shares? The market price of Shares can be obtained from the ASX website at www.asx.com.au by searching for “NML” in the prices search screen. 17 How do I apply if I did not receive a Booklet or Application Form? If you are an Eligible Shareholder but have not received a Booklet or a personalised Application Form, you should contact the Registry, Monday to Friday, on: • Telephone: 1300 737 760 (callers within Australia) or +61 2 9290 9600 (callers outside Australia) • Facsimile: (02) 9279 0664 • Email: corporateactions@boardroomlimited.com.au, 18 How will Navarre return or refund my Application monies? If your Application is rejected because it is invalid or was received after the Closing Date then Navarre will return or refund your Application monies in full in accordance with the Terms and Conditions. Navarre may also return or refund some or all of your Application monies (as applicable) if: • Navarre determines to scale back Applications; or • you applied for an amount other than one of the prescribed Application Amounts, or as otherwise set out in this Booklet. Navarre may return Application monies to you by direct credit or cheque as set out in the Terms and Conditions (see term 12) and in Australian currency. No interest will be paid on any returned or refunded monies. 19 Can I withdraw my Application (e.g. if the market price of NML Shares changes after I submit my Application)? No. Your Application, once made, may not be withdrawn even if the market price of Shares changes after you lodge your Application or is less than the Issue Price. By submitting an Application, you are accepting the risk that the market price of Shares may change between the date on which you apply for the SPP Shares and the Issue Date. This means it is possible that, between the time you make your Application and up to or after the Issue Date, you may be able to buy Shares at a lower price than the Issue Price. 20 How do Custodians apply for Eligible Beneficiaries? Custodians may only distribute documents relating to the SPP to Eligible Beneficiaries. In particular, Custodians must not distribute any documents relating to the SPP to any person in the United States or to any person acting for the account or benefit of a person in the United States, and must not submit an 11 Application or make payment for SPP Shares for any such person or for any other person for whose account or benefit it acts which is an Excluded Holder. If you wish to apply as a Custodian under the SPP to receive SPP Shares for one or more Eligible Beneficiaries, you must complete and submit the Application Form with an additional Custodian Certificate that contains further certifications and details (as required under the terms of ASIC Corporations (Security and Interest Purchase Plans) Instrument 2019/547) before your application will be accepted. Applications by Custodians that are not accompanied by a duly completed Custodian Certificate will be rejected. By applying as a Custodian on behalf of Eligible Beneficiaries to purchase SPP Shares, you certify (amongst other things) that each Eligible Beneficiary has not exceeded the $30,000 limit (see Question 9). To request a Custodian Certifi