NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO...

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US
PERSONS
17 July 2012
BLACKTHORN RESOURCES LIMITED $40.1 MILLION CAPITAL RAISING
KEY POINTS
? Blackthorn Resources Limited (“Blackthorn Resources” or “the
Company”) today announced a $40.1 million capital raising.
? New shares issued under the capital raising will be priced at $1.10 per
share, representing a:
o 10.9% discount to Blackthorn Resources' last closing price;
o 9.9% discount to Blackthorn Resources' theoretical ex-rights
price of $1.22.
? Proceeds from the capital raising will be used to fund:
o Kitumba Project resource definition;
o Kitumba Project pre-feasibility and definitive feasibility studies;
o Drilling and other exploration work on regional targets at the
Mumbwa Project;
o Base metals exploration and other project costs in Burkina
Faso;
o Working capital requirements and corporate costs; and
o Transaction costs associated with the Offer (to be paid upon
conclusion of the Offer).
? A subsidiary of Glencore International plc has committed to
participate in the capital raising to the extent necessary to maintain its
current shareholding.
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Blackthorn Resources Limited (ASX: BTR) is pleased to announce a fully underwritten
capital raising to raise approximately $40.1 million (“Offer”).
The proceeds of the Offer will be used to fund:
? Kitumba Project resource definition;
? Kitumba Project pre-feasibility and definitive feasibility studies;
? Drilling and other exploration work on regional targets at the Mumbwa Project;
? Base metals exploration and other project costs in Burkina Faso;
? Working capital requirements and corporate costs; and
? Transaction costs associated with the Offer (to be paid upon completion of the
Offer).
The Offer will comprise:
? a 2 for 17 accelerated non-renounceable entitlement offer of new fully paid
ordinary shares in Blackthorn Resources (“New Shares”) to raise approximately
$16.5 million (“Entitlement Offer”), consisting of:
? an accelerated institutional component to be conducted today
(“Institutional Entitlement Offer”); and
? a retail component which is open from Friday 27 July 2012 to Monday 13
August 2012 (“Retail Entitlement Offer”); and
? a placement to institutional investors to raise approximately $23.6 million
(“Institutional Placement”).
A subsidiary of Glencore International plc (“Glencore”) has committed to participate in the
Institutional Entitlement Offer and the Institutional Placement to the extent necessary to
maintain its current shareholding of approximately 14.2%1.
The New Shares will be priced at $1.10 per share (“Offer Price”) representing:
? 10.9% discount to the closing price of Blackthorn Resources' ordinary shares on
the Australian Securities Exchange (“ASX”) on Monday 16 July 2012;
? 9.9% discount to the theoretical ex rights price (“TERP”2) of $1.22.
Blackthorn Resources’ Chief Executive Officer, Scott Lowe, said “Blackthorn Resources is
at an exciting point in its history. The Perkoa Project development is proceeding well and
we look forward to Blackthorn Resources having a significant investment in a producing
asset. Coupled with Perkoa, is Blackthorn Resources’ 100% owned Mumbwa Project
where we recently released a resource estimate at the Kitumba deposit. Mumbwa is
shaping up as a world class iron-oxide, copper and gold deposit and this underwritten
capital raising will allow us to complete the next stage of Kitumba’s feasibility
assessment”.
1 A portion of the New Shares to be issued to Glencore under the Institutional Offer (defined below)
may be issued on the allotment date for the Institutional Offer, while the balance may be issued on
the allotment date for the Retail Entitlement Offer.
2 TERP is the price at which Blackthorn ordinary shares should trade immediately after the ex-date
for the Entitlement Offer assuming 100% take-up of the Entitlement Offer, and excludes the impact
of the Institutional Placement. The TERP is a theoretical calculation only and the actual price at
which Blackthorn ordinary shares trade immediately after the ex-date for the Entitlement Offer will
depend on many factors and therefore may not be equal to the TERP.
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Under the Entitlement Offer, eligible Blackthorn Resources shareholders may subscribe
for 2 New Shares for every 17 existing Blackthorn Resources ordinary shares held at
7:00pm (Australian Eastern Standard Time (“AEST”)) Friday 20 July 2012 (“Record
Date”) at the Offer Price (“Entitlement”).
As the Entitlement Offer is non-renounceable, there will be no trading of Entitlements.
INSTITUTIONAL ENTITLEMENT OFFER AND INSTITUTIONAL PLACEMENT
Eligible institutional shareholders will be invited to participate in the Institutional
Entitlement Offer which will take place today.
Under the Institutional Entitlement Offer, eligible institutional shareholders can choose to
take up all, part or none of their entitlement. Entitlements not taken up under the
Institutional Entitlement Offer, along with New Shares being offered under the Institutional
Placement, will be offered to institutional investors through a bookbuild at the same Offer
Price of $1.10.
RETAIL ENTITLEMENT OFFER
Blackthorn Resources retail shareholders with a registered address in Australia or New
Zealand on the Record Date (“Eligible Retail Shareholders”)3 will be entitled to
participate in the Retail Entitlement Offer, on the terms and subject to the conditions set
out in the booklet to be sent to Eligible Retail Shareholders in relation to the Retail
Entitlement Offer (“Retail Offer Booklet”).
Eligible Retail Shareholders will have the opportunity to participate at the same Offer Price
and the same offer ratio as the Institutional Entitlement Offer. Eligible Retail Shareholders
will be entitled to acquire 2 New Shares for every 17 existing Blackthorn Resources
shares held on the Record Date. Fractional Entitlements to New Shares will be rounded
up.
Under the Retail Entitlement Offer, Eligible Retail Shareholders may also apply for
additional New Shares in excess of their Entitlement up to a maximum of 25% of their
Entitlement (“Additional New Shares”). That is, they may in aggregate apply for New
Shares and Additional New Shares equal to a maximum of 125% of their Entitlement. The
allocation of Additional New Shares and any scale back will be subject to the availability of
Additional New Shares and in Blackthorn Resources' absolute discretion.
Eligible Retail Shareholders will be sent further details about the Entitlement Offer in the
Retail Offer Booklet to be lodged with ASX on, and despatched on or around, Thursday 26
July 2012. Investors who have questions relating to the Entitlement Offer should call the
Blackthorn Resources Offer Information Line on 1300 638 611 (within Australia) or +61 3
9415 4355 (outside Australia) between 8:30am and 5:30pm (AEST) Monday to Friday
during the Retail Entitlement Offer period which is Friday 27 July 2012 until 5:00pm
(AEST) Monday 13 August 2012.
3 Other eligibility criteria will be set out in the Retail Offer Booklet.
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CAPITAL RAISING TIMETABLE
Event Date (2012)
Trading Halt
Institutional Entitlement Offer and Institutional Placement (together,
the “Institutional Offer”) conducted
Tuesday 17 July
Result of Institutional Offer announced to the market, trading halt
lifted
Wednesday 18 July
Record Date (7pm, AEST) Friday 20 July
Retail Entitlement Offer opens Friday 27 July
Settlement of Institutional Offer Tuesday 31 July
Issue of New Shares under the Institutional Offer
Normal trading of New Shares issued under the Institutional Offer
commences
Wednesday 1 August
Retail Entitlement Offer closes (5pm, AEST) Monday 13 August
Announcement of Retail Entitlement Offer results Thursday 16 August
Settlement of Retail Entitlement Offer Monday 20 August
Issue of New Shares under the Retail Entitlement Offer Tuesday 21 August
Normal trading of New Shares issued under the Retail Entitlement
Offer commences and mailing of updated CHESS notices and issuer
sponsored holding statements completed
Wednesday 22 August
The above timetable is indicative only and subject to change. Blackthorn Resources, in
conjunction with the underwriter and subject to the Corporations Act, the ASX Listing
Rules and other applicable laws, has the right to vary any of the above dates, including
the Retail Entitlement Offer closing date, without notice and to accept late applications, in
each case, either generally or in particular cases. Blackthorn Resources also reserves the
right not to proceed with the whole or part of the Entitlement Offer at any time prior to
allotment of New Shares under the Retail Entitlement Offer. In that event, application
money will be returned without interest. The commencement of quotation of New Shares
is subject to confirmation from ASX.
Eligible Retail Shareholders are encouraged to carefully read the Retail Offer Booklet for
further details relating to the Retail Entitlement Offer. Shareholders who are in any doubt
as to how they should respond should consult their stockbroker, accountant or other
independent professional adviser without delay.
STOCK LENDING AND OTHER TRANSACTIONS
Blackthorn Resources has been provided with a confirmation from ASX that allows it, in
determining Entitlements under the Entitlement Offer, to ignore any changes in security
holdings that occur after the commencement of the trading halt (other than registration of
transactions that were effected through ASX Trade before the halt).
Accordingly, a person who is a registered Blackthorn Resources shareholder at 7.00pm
(AEST) on the Record Date as a result of a dealing that occurred after the
commencement of the trading halt (other than registrations of transactions that were
effected through ASX Trade before the halt) may not be entitled to receive an Entitlement
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under the Entitlement Offer. If a Blackthorn Resources shareholder has existing
Blackthorn Resources shares out on loan at the Record Date, the borrower will be
regarded as the shareholder for the purposes of determining Entitlements under the
Entitlement Offer (provided that those borrowed securities have not been on-sold).
Should you require further information please contact:
Scott Lowe