23 April 2024

Aura Energy Limited (ASX:AEE, AIM:AURA) ("Aura", the "Company") advises that it has published a prospectus in relation to its share purchase plan ("SPP") and offer of options under the placement, initially announced on 18 March 2024 (the "Prospectus").

The full version of the Prospectus can be seen here: http://www.rns-pdf.londonstockexchange.com/rns/6548L_1-2024-4-23.pdf

To view the Letter to the Eligible Shareholders, please click here: http://www.rns-pdf.londonstockexchange.com/rns/6548L_2-2024-4-23.pdf

The Company is offering Eligible Shareholders (as defined in the Prospectus) the opportunity to apply to participate in the Company's share purchase plan to raise up to approximately A$2 million (before costs) ("SPP Offer")

Additionally, the Company wishes to provide Eligible DI Holders (as defined below) the opportunity to apply for up to A$30,000 (£15,600) worth of fully paid ordinary shares in the Company ("SPP Shares") (being up to 166,666 SPP Shares) at an issue price of A$0.18 (£0.0936) for each SPP Share, without incurring brokerage or other transaction costs. Eligible DI Holders whose application pursuant to the SPP Offer is successful will be issued SPP Shares tradeable on AIM and three (3) free attaching options for every four (4) SPP Shares issued under the SPP Offer, exercisable at A$0.30 (£0.156) per option and expiring two years from the date of issue ("SPP Options"). The SPP Options will not be admitted to trading on AIM, and will only be tradeable on ASX (subject to the Company satisfying the official quotation requirements of ASX).

"Eligible DI Holders" will be those holders that satisfy all of the below:

·    holders of Depositary Interests ("DI") in respect of Shares as at 6:00am (GMT) on Friday, 15 March 2024, being the Record Date;

·    who were recorded on the DI Register with an address in Australia, the United Kingdom or New Zealand;

·    who are not resident or located in the United States, and not acting for the account or benefit of persons in the United States; and

·    who are not resident or located in any other jurisdiction in or into which an offer of SPP Shares would be unlawful.

DI holders who are not Eligible DI Holders are unable to participate in the SPP Offer.

Eligible DI Holders will be provided with a letter from Computershare Investor Services PLC, as Depositary in relation to the Company's DI's ("Eligible DI Holder Letter") and an application form to be used for the purposes of applying under the SPP Offer.

To view the Eligible DI Holder Letter, please click here: http://www.rns-pdf.londonstockexchange.com/rns/6548L_3-2024-4-23.pdf

To view the Target Market Determination Letter, please click here: http://www.rns-pdf.londonstockexchange.com/rns/6548L_4-2024-4-23.pdf

The Prospectus, Eligible DI Holder Letter and Target Market Determination Letter can also be viewed on the Company's website: www.auraenergy.com.au

Defined terms used in this announcement shall have the same meaning as in the Prospectus unless otherwise specified.

The timetable and certain sections of the Prospectus are reproduced below:

Timetable

Details of the SPP Offer

Purpose of the Offer

The purpose of the Prospectus is to:

·    make the SPP Offer and the Placement Options Offer;

·    facilitate any potential secondary trading of the New Securities; and

·    facilitate any potential secondary trading of the Shares to be issued upon exercise of the SPP Options and Placement Options. Issuing the SPP Options and Placement Options under the Prospectus will enable persons who are issued SPP Options and/or Placement Options to on-sell the Shares issued upon exercise of those Options, pursuant to ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80.

However, the Company is not specifically proposing to issue the New Securities for the purpose of the persons to whom they are issued selling or transferring their New Securities, or granting, issuing or transferring interests in, or options or warrants over, their New Securities. The Prospectus does not constitute a UK prospectus and has not been approved by the UK Financial Conduct Authority.

The Placement and SPP Offer are being undertaken for the Company to raise up to approximately A$18.2 million (before costs). Of that total amount which may be raised, approximately A$16,140,401 has already been received by the Company as the aggregate issue price for the Tranche 1 Placement.

The above amounts exclude any funds which may be raised in future from any exercise of the SPP Options and Placement Options issued pursuant to the Prospectus.

Funds raised from issue of Shares pursuant to the Placement and from the issue of SPP Shares, and any exercise of the SPP Options and Placement Options, are indicatively proposed to be used towards:

·    assisting the Company with pre-development activities at the Tiris Project in Mauritania, with a final investment decision expected in 2024 and production expected in 2026;

·    supporting development of the Häggån Project in Sweden; and

·    providing additional working capital.

As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied.

Effect on the Capital Structure

The effect of the Offers on the capital structure of the Company, assuming the maximum numbers of New Securities are issued pursuant to the Offers (and assuming the Director Placement Shares are issued), is as follows (actual figures may vary, for example due to rounding):

Notes:

1.        This figure comprises the 89,668,896 Shares that were issued under the Tranche 1 Placement on 25 March 2024.

2.       This figure comprises the following:

(a)    64,898,989 listed Options expiring 30 June 2024 exercisable at A$0.052 per Option; and

(b)    384,616 unlisted Options expiring 30 June 2024, exercisable at A$0.052 per Option.

3.       The Loan Funded Shares are unlisted fully paid shares issued under the Company's Loan Funded Equity Scheme.

4.       The Director Placement Shares under the Tranche 2 Placement are anticipated to be issued on or around Thursday, 30 May 2024 (subject to Shareholder approval at the General Meeting).

5.       This assumes the maximum amount of A$2 million is raised pursuant to the SPP Offer. The SPP Securities under the SPP Offer are subject to Shareholder approval at the General Meeting.

6.       This figure comprises 722,222 of the Placement Options to be issued under the Tranche 2 Placement pursuant to the Placement Options Offer (subject to Shareholder approval at the General Meeting). The terms and conditions of the Placement Options are detailed in Section 5.2 of the Prospectus.

7.       On a fully diluted basis, assuming all of the Options detailed above convert into Shares and all of the Loan Funded Shares vest, the Company's issued capital detailed above would equate to 880,760,081 Shares. No forecast is made of whether any Options will be exercised or converted into Shares.

Effect of the Offers on control of the Company

Company is of the view that the Offers will not affect the control (as defined by section 50AA of the Corporations Act) of the Company. No new investor or existing Shareholder will have a Voting Power greater than 20% as a result of the completion of the Offers.

Pro Forma Statement of Financial Position

The pro forma statement of financial position of the Company as at 31 December 2023 has been prepared by the Company based on the audit reviewed statement of financial position as at 31 December 2023, and adjusted to reflect pro forma assets and liabilities of the Company as if completion of the SPP Offer and the Placement had occurred by 31 December 2023. 

The pro-forma financial information has not been audited or reviewed and, other than the estimated costs of the SPP Offer and the Placement, it does not include the indicative expenditure of the proceeds of the SPP Offer and the Placement.  

The pro forma financial information is presented in an abbreviated form, in so far as it does not include all of the disclosure statements or comparative information required by Australian Accounting Standards applicable to the Company's annual financial statements.

The financial information should be read in conjunction with the risk factors described in Section 4 of the Prospectus, and other information detailed within or referred to in the Prospectus, including the Company's other periodic and continuous disclosure announcements referred to in Section 5.4 of the Prospectus.

The adjustments in this pro forma statement of financial position are as follows:

1          the issue of 90,391,118 Shares at A$0.18 per Share under the Placement to raise gross proceeds of approximately A$16,270,401 less the cost of the Placement (including brokerage, lead manager and quotation fees) of approximately A$1,052,226 (excluding GST); and

2          the issue of 11,111,108 SPP Shares at A$0.18 (£0.0936) per SPP Share to raise gross proceeds of approximately A$2,000,000 (assuming the SPP Offer is fully subscribed) less the cost of the SPP Offer as detailed in Section 5.15 of the Prospectus (being approximately A$174,805).

Related Party Transaction

Subject to Shareholder approval, Mr Andrew Grove, a Director, committed to subscribe for 555,556 Director Placement Shares to raise approximately A$100,000 (before costs), and up to 416,667 Placement Options under the Tranche 2 Placement. As subsequently announced on

15 April 2024, Mr Philip Mitchell, a Director, is seeking to invest an additional A$30,000 under the Tranche 2 Placement, subject to shareholder approval at the General Meeting, scheduled to be held on Tuesday, 21 May 2024. 

The issue of the 555,556 Director Placement Shares and 416,556 Placement Options to Mr Andrew Grove and the 166,666 Director Placement Shares and 124,999 Placement Options to Mr Philip Mitchell under the Tranche 2 Placement constitutes a related party transaction for the purpose of Rule 13 of the AIM Rules. The Directors (other than Mr Andrew Grove and Mr Philip Mitchell), who are independent of the Tranche 2 Placement, having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, consider that the terms of the Tranche 2 Placement are fair and reasonable in so far as Shareholders are concerned. 

Taxation Implications

The Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of subscribing for New Securities under the Prospectus (nor of exercising any SPP Options and/or Placement Options into Shares). The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Applicants. As a result, Applicants should consult their professional tax adviser in connection with subscribing for New Securities under the Prospectus.

Privacy

The Company collects information about each Applicant provided on an Application Form for the purposes of processing that Application and, if the Application is successful, to administer the Applicant's security holding in the Company. Such information may be used to assess your Application, service your needs as a holder of securities, provide facilities and services that you request and carry out appropriate administration.

By submitting an Application Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Share Registry, the Company's or its subsidiaries', agents, contractors and third party service providers, including mailing houses and professional advisers, and to the ASX and regulatory authorities, or as otherwise permitted under the Privacy Act 1988 (Cth).

Enquiries concerning the Prospectus

Enquiries relating to the Prospectus or the Offers should be directed to the Share Registry, Computershare Investor Services Pty Ltd on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8:30am and 5:00pm (AEST) Monday to Friday (excluding public holidays) during the offer period for the Offers or email the Company Secretary at rkennedy@auraee.com.

Eligible DI Holders should contact the Depositary, Computershare Investor Services PLC on 0370 702 0000 (within UK) or +44 370 702 0000 (outside UK) between 8:30am and 5:30pm (BST) on any London business day.

For Further Information, please contact: