Heemskirk Consolidated Limited

Published : December 14th, 2015

Offer Document

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Offer Document

MARK SENSING LIMITED


HEEMSKIRK CONSOLIDATED LIMITED

ACN 106 720 138


OFFER DOCUMENT


For a renounceable Rights Issue of 10 New Shares for every 7 Shares held by Shareholders registered at 7.00pm Melbourne time on 21 December 2015, at an issue price of $0.03 per New Share to raise $9,925,632 before costs of the issue.

Eligible Shareholders may also apply for additional Shares pursuant to the Shortfall Facility.


The Rights Issue is fully underwritten.


IMPORTANT NOTICE

This document is not a prospectus. It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this document.


This document is important and should be read in its entirety. If you do not understand its contents or you are in doubt as to the course of action you should take, you should consult your stockbroker, accountant or other professional adviser without delay.


If you do not lodge an Entitlement and Acceptance Form together with payment by 5.00pm Melbourne time on 15 January 2016, you will not be issued New Shares in the Company.


NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES


CONTENTS

OFFER DOCUMENT 1

  1. KEY DATES 3

  2. CHAIRMAN'S LETTER 4

  3. KEY FEATURES OF THE OFFER 6

  4. DETAILS OF THE OFFER 7

  5. ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS 9

  6. INVESTOR PRESENTATION 13

  7. IMPORTANT INFORMATION 31

  8. GLOSSARY 36

  9. CORPORATE DIRECTORY 38

  1. K EY D ATES

    This Offer Document is dated 15 December 2015.


    Event

    Date

    Announcement of Rights Issue

    15 December 2015

    Dispatch of notices to Shareholders informing of Rights Issue

    16 December 2015

    Ex Date

    17 December 2015

    Rights trading commences

    17 December 2015

    Record Date

    21 December 2015

    Offer Document and Entitlement and Acceptance Form Despatched and announcement that despatch completed

    23 December 2015

    Rights trading ends

    8 January 2016

    Securities Quoted on a deferred settlement basis

    11 January 2016

    Closing date for receipt of Entitlement and Acceptance Form

    15 January 2016

    ASX notified of under subscriptions

    20 January 2016

    Dispatch of New Shares transaction confirmation statement and Deferred Settlement Trading ends

    22 January 2016

    The timetable above is indicative and may be subject to change without notice. The Company, in consultation with the Underwriter reserves the right, subject to the Corporations Act and the ASX Listing Rules, to amend or vary any or all of the dates and times without notice. The Company also reserves the right to extend the closing date of the Offer, accept late applications and to withdraw the Offer without prior notice.

  2. C HAIRMAN'S LETTER


Heemskirk has finalised the construction costs associated with the development of Stage 1 the Moberly Frac Sand Project, paving the way for execution of a construction contract and satisfaction of the conditions precedent to drawdown on tranche 1 US$25 million of the US $40 million Debt Financing Facility provided by Taurus Funds Management.


The capital costs associated with construction of the Plant have increased by 14% to US$23.9 million. This increased cost along with costs associated with mine haul road construction, engineering and insurances now total US$26.6 million. The increase in the plant construction cost is primarily due to the withdrawal of an electrical subcontractor who was responsible for the design, supply and installation of the electrical component of the project. Subsequent to the withdrawal, the electrical component was retendered at a higher price and to a new independent electrical subcontractor. The new tender process has affected both the cost of the installation element and the timeline (which has been extended from 12 to 14 months). The Company's working capital requirements have also been adjusted for the revised timeline.


In order to fully satisfy the conditions precedent to drawdown under the Debt Financing Facility and execute the construction contract, the Company has made the decision to complete a fully underwritten A$10 million (approximately) Renounceable Rights Issue. The implementation of the Rights Issue addresses the costing issues to progress Stage 1 of the Project. The Company will also advance the engineering design work on Stage 2 expanded production case of 600,000 tpa. This will take approximately 18 months. Importantly, the Rights Issue proceeds will provide the Company with sufficient working capital beyond the commission of Stage 1 of the Plant.


The Rights Issue offers Shareholders the ability to acquire shares in the Company at an attractive price at the time of this Offer, and in quantities that would be very hard to achieve on market. The Rights Issue also allows for a Shortfall Subscription Facility to allow eligible Shareholders to subscribe for additional new shares above their pro rata allocation, providing them with the opportunity to increase their interest in HSK and share further in the future performance of the Company.


This Offer Document describes in detail the Company's Offer to Eligible Shareholders of a renounceable Rights Issue which entitles you to acquire 10 New Shares in the Company for every 7 Shares you hold, at a price of $0.03 per New Share. A maximum of 330,854,387 New Shares will be issued and the New Shares will rank equally with the Company's existing Shares on issue. The Closing Date for acceptance and payment is 5.00pm Melbourne time on 15 January 2016.


Further information on the Offer is set out in this Offer Document.


You should carefully consider this Offer Document in its entirety and consult your financial adviser before making an investment decision. In particular, you should consider the 'Key Risks' section of the Company's Investor Presentation included in Section 6 of this Offer Document which contains some of the key risks associated with an investment in the Company.

Read the rest of the article at www.noodls.com

Heemskirk Consolidated Limited

PRODUCER
CODE : HSK.AX
ISIN : AU000000HSK9
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Heemskirk Consolidated is a gold development stage company based in Australia.

Its main asset in production is PAJINGO in Australia and its main exploration property is LOS SANTOS in Spain.

Heemskirk Consolidated is listed in Australia and in Germany. Its market capitalisation is AU$ 41.1 millions as of today (US$ 30.7 millions, € 27.5 millions).

Its stock quote reached its highest recent level on July 09, 2010 at AU$ 0.35, and its lowest recent point on March 18, 2016 at AU$ 0.02.

Heemskirk Consolidated has 562 640 000 shares outstanding.

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Corporate news of Heemskirk Consolidated Limited
1/27/2016Generic
1/19/2016Entitlement Offer Results and Shortfall
1/18/20162016 Notice of Annual General Meeting
1/18/2016Corporate Governance Statement & Appendix 4G
12/23/2015Renounceable Rights Issue - Dispatch of Offer Document and E...
12/15/2015Letter to Shareholders
12/14/2015Annual Statutory Update of Resources and Reserves
12/14/2015Debt Funding CPs to be satisfied by equity raising
12/14/2015Offer Document
8/18/2015Appendix 3B Rights Issue
8/14/2015Entitlement Offer Results & Shortfall
7/30/2015Renounceable Rights Issue - Dispatch of Offer Document and E...
7/27/2015Cleansing Statement - Exercise of Options
7/23/2015Appendix 3B - Placement
7/23/2015Letter to Shareholders
7/21/2015Appendix 3B - Rights Issue
7/21/2015Letter to Optionholders
7/21/2015Offer Document
7/21/2015ASX Announcement - Confirmation of Resource
7/17/2015Clarification Statement - Appendix 3B
7/16/2015Appendix 3B
7/16/2015Renounceable Rights Issue
7/15/2015Moberly Project Funding Package Finalised
7/15/2015Trading Halt Request
7/15/2015Appendix 3B
7/6/2015Appendix 3F
3/29/2015Convertible Debt Securities
3/29/2015Appendix 3B
3/24/2015Securities Trading Policy
3/2/2015Appendix 3Z
3/2/2015Appendix 3B
2/26/2015Heemskirk AGM Presentation 26 February 2015
2/23/2015Withdrawal of Resolution 2 - 2015 Annual General Meeting
2/22/2015Enhanced Process Recovery Impacts Moberly Project Valuation
1/19/20152014 Corporate Governance Statement & Appendix 4G
1/19/20152015 Notice of Annual General Meeting
11/3/2014Moberly Frac Sand Project
10/30/2014Update - Funding for the Moberly Frac Sand Project
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